THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR
OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR
REGULATION S UNDER SAID ACT.

CALLABLE SECURED CONVERTIBLE NOTE

Weston, Florida

December 27, 2006                                            $358,800

                 FOR VALUE RECEIVED, CROSS ATLANTIC COMMODITIES, INC., a
Nevada Corporation (hereinafter called the "Borrower"), hereby promises
to pay to the order of AJW Offshore, LTD. or registered assigns (the
"Holder") the sum of $358,800, on December 27, 2009 (the "Maturity
Date"), and to pay interest on the unpaid principal balance hereof at
the rate of eight percent (8%) (the "Interest Rate") per annum from
December 27, 2006 (the "Issue Date") until the same becomes due and
payable, whether at maturity or upon acceleration or by prepayment or
otherwise.  Any amount of principal or interest on this Note which is
not paid when due shall bear interest at the rate of fifteen percent
(15%) per annum from the due date thereof until the same is paid
("Default Interest").  Interest shall commence accruing on the Issue
Date, shall be computed on the basis of a 365-day year and the actual
number of days elapsed and shall be payable quarterly provided that no
interest shall be due and payable for any month in which the Trading
Price (as such term is defined below) is greater than $.40 for each
Trading Day (as such term is defined below) of the month. All payments
due hereunder (to the extent not converted into common stock, $.001 par
value per share (the "Common Stock") in accordance with the terms
hereof) shall be made in lawful money of the United States of America.
All payments shall be made at such address as the Holder shall
hereafter give to the Borrower by written notice made in accordance
with the provisions of this Note.  Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a business
day, the same shall instead be due on the next succeeding day which is
a business day and, in the case of any interest payment date which is
not the date on which this Note is paid in full, the extension of the
due date thereof shall not be taken into account for purposes of
determining the amount of interest due on such date.  As used in this
Note, the term "business day" shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in the city of New York, New
York are authorized or required by law or executive order to remain
closed.  Each capitalized term used herein, and not otherwise defined,
shall have the meaning ascribed thereto in that certain Securities
Purchase Agreement dated December 27, 2006, pursuant to which this Note
was originally issued (the "Purchase Agreement").

This Note is free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will
not impose personal liability upon the holder thereof.  The obligations



<PAGE>2

of the Borrower under this Note shall be secured by that certain
Security Agreement and Intellectual Property Security Agreement, each
dated December 27, 2006 by and between the Borrower and the Holder.

                  The following terms shall apply to this Note:

ARTICLE 1. CONVERSION RIGHTS

1.1   Conversion Right.
      ----------------

                 (a)   The Holder shall have the right from time to time,
and at any time on or prior to the earlier of (i) the Maturity Date and
(ii) the date of payment of the Default Amount (as defined in Article
III) pursuant to Section 1.6(a) or Article III, the Optional Prepayment
Amount (as defined in Section 5.1 or any payments pursuant to Section
1.7, each in respect of the remaining outstanding principal amount of
this Note to convert all or any part of the outstanding and unpaid
principal amount of this Note into fully paid and non-assessable shares
of Common Stock, as such Common Stock exists on the Issue Date, or any
shares of capital stock or other securities of the Borrower into which
such Common Stock shall hereafter be changed or reclassified at the
conversion price (the "Conversion Price") determined as provided herein
(a "Conversion"); provided, however, that in no event shall the Holder
be entitled to convert any portion of this Note in excess of that
portion of this Note upon conversion of which the sum of (1) the number
of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of
the Notes or the unexercised or unconverted portion of any other
security of the Borrower (including, without limitation, the warrants
issued by the Borrower pursuant to the Purchase Agreement) subject to a
limitation on conversion or exercise analogous to the limitations
contained herein) and (2) the number of shares of Common Stock issuable
upon the conversion of the portion of this Note with respect to which
the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock and provided further
that the Holder shall not be entitled to convert any portion of this
Note during any month immediately succeeding a Determination Date on
which the Borrower exercises its prepayment option pursuant to Section
5.2 of this Note.  For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulations 13D-G thereunder, except as otherwise
provided in clause (1) of such proviso.  The number of shares of Common
Stock to be issued upon each conversion of this Note shall be
determined by dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified in the
notice of conversion, in the form attached hereto as Exhibit A (the
"Notice of Conversion"), delivered to the Borrower by the Holder in
accordance with Section 1.4 below; provided that the Notice of
Conversion is submitted by facsimile (or by other means resulting in,
or reasonably expected to result in, notice) to the Borrower before

<PAGE>3

6:00 p.m., New York, New York time on such conversion date (the
"Conversion Date").  The term "Conversion Amount" means, with respect
to any conversion of this Note, the sum of (1) the principal amount of
this Note to be converted in such conversion plus (2) at the Borrower's
option, accrued and unpaid interest, if any, on such principal amount
at the interest rates provided in this Note to the Conversion Date,
provided, however, that the Company shall have the right to pay any or
all interest in cash plus (3) at the Borrower's option, Default
Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2) plus (4) at the Holder's option, any
amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof
or pursuant to Section 2(c) of that certain Registration Rights
Agreement, dated as of December 27, 2006, executed in connection with
the initial issuance of this Note and the other Notes issued on the
Issue Date (the "Registration Rights Agreement").  The term
"Determination Date" means the last business day of each month after
the Issue Date.

                 (b)   Notwithstanding anything contained in Section 1.1(a)
to the contrary, the Holder shall not be permitted to convert all or
any part of the outstanding and unpaid principal amount of this Note
into fully paid and non-assessable shares of Common Stock and shall not
submit a conversion notice to the Borrower during any thirty (30) day
period (the "Stay Period") in which: (i)  the trailing volume weighted
average price of the Common Stock for the thirty (30) Trading Days
prior to the Stay Period is below the Initial Market Price, (ii) there
is no Event of Default which has not been cured prior to the Stay
Period and (iii) the Borrower has paid the Investors under the Notes
issued pursuant to the Purchase Agreement an aggregate of $80,000 in
connection with such Stay Period. During the Stay Period, the Borrower
shall have the right not to honor any conversion notices received from
the Holder.

1.2   Conversion Price.
      ----------------

                 (a)   Calculation of Conversion Price.  The Conversion
Price shall be the lesser of (i) the Variable Conversion Price (as
defined herein) and (ii) the Fixed Conversion Price (as defined herein)
(subject, in each case, to equitable adjustments for stock splits,
stock dividends or rights offerings by the Borrower relating to the
Borrower's securities or the securities of any subsidiary of the
Borrower, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events).  The "Variable
Conversion Price" shall mean the Applicable Percentage (as defined
herein) multiplied by the Market Price (as defined herein).  "Market
Price" means the average of the lowest three (3) Trading Prices (as
defined below) for the Common Stock during the twenty (20) Trading Day
period ending one Trading Day prior to the date the Conversion Notice
is sent by the Holder to the Borrower via facsimile (the "Conversion
Date").  "Trading Price" means, for any security as of any date, the
intraday trading price on the Over-the-Counter Bulletin Board, or
applicable trading market (the "OTCBB") as reported by a reliable
reporting service ("Reporting Service") mutually acceptable to Borrower

<PAGE>4

and Holder and hereafter designated by Holders of a majority in
interest of the Notes and the Borrower or, if the OTCBB is not the
principal trading market for such security, the intraday trading price
of such security on the principal securities exchange or trading market
where such security is listed or traded or, if no intraday trading
price of such security is available in any of the foregoing manners,
the average of the intraday trading prices of any market makers for
such security that are listed in the "pink sheets" by the National
Quotation Bureau, Inc.  If the Trading Price cannot be calculated for
such security on such date in the manner provided above, the Trading
Price shall be the fair market value as mutually determined by the
Borrower and the holders of a majority in interest of the Notes being
converted for which the calculation of the Trading Price is required in
order to determine the Conversion Price of such Notes.  "Trading Day"
shall mean any day on which the Common Stock is traded for any period
on the OTCBB, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded.
"Applicable Percentage" shall mean 50%; provided, however, that the
Applicable Percentage shall be increased to (i) 55% in the event that
the Registration Statement (as defined in the Registration Rights
Agreement) is filed on or before the Filing Date (as defined in the in
the Registration Rights Agreement) and (ii) 60% in the event that the
Registration Statement (as defined in the Registration Rights
Agreement) becomes effective on or before the Effectiveness Deadline
(as defined in the Registration Rights Agreement).  In addition, the
Holder agrees that it will limit all of its conversions to no more than
the greater of (1) $75,000 per calendar month; or (2) the average daily
dollar volume calculated during the ten (10) business days prior to a
conversion multiplied by the number of trading days of that calendar
month, per conversion.

                 (b)   Conversion Price During Major Announcements.
Notwithstanding anything contained in Section 1.2(a) to the contrary,
in the event the Borrower (i) makes a public announcement that it
intends to consolidate or merge with any other corporation (other than
a merger in which the Borrower is the surviving or continuing
corporation and its capital stock is unchanged) or sell or transfer all
or substantially all of the assets of the Borrower or (ii) any person,
group or entity (including the Borrower) publicly announces a tender
offer to purchase 50% or more of the Borrower's Common Stock (or any
other takeover scheme) (the date of the announcement referred to in
clause (i) or (ii) is hereinafter referred to as the  "Announcement
Date"), then the Conversion Price shall, effective upon the
Announcement Date and continuing through the Adjusted Conversion Price
Termination Date (as defined below), be equal to the lower of (x) the
Conversion Price which would have been applicable for a Conversion
occurring on the Announcement Date and (y) the Conversion Price that
would otherwise be in effect. From and after the Adjusted Conversion
Price Termination Date, the Conversion Price shall be determined as set
forth in this Section 1.2(a).  For purposes hereof,  "Adjusted
Conversion Price Termination Date" shall mean, with respect to any
proposed transaction or tender offer (or takeover scheme) for which a
public announcement as contemplated by this Section 1.2(b) has been
made, the date upon which the Borrower (in the case of clause (i)

<PAGE>5

above) or the person, group or entity (in the case of clause (ii)
above) consummates or publicly announces the termination or abandonment
of the proposed transaction or tender offer (or takeover scheme) which
caused this Section 1.2(b) to become operative.

                 1.3   Authorized Shares.
                        ------------------   The Borrower covenants that
during the period the conversion right exists, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient
number of shares, free from preemptive rights, to provide for the
issuance of Common Stock upon the full conversion of this Note and the
other Notes issued pursuant to the Purchase Agreement.  The Borrower is
required at all times to have authorized and reserved two times the
number of shares that is actually issuable upon full conversion of the
Notes (based on the Conversion Price of the Notes or the Exercise Price
of the Warrants in effect from time to time) (the "Reserved Amount").
The Reserved Amount shall be increased from time to time in accordance
with the Borrower's obligations pursuant to Section 4(h) of the
Purchase Agreement.  The Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and non-assessable.
In addition, if the Borrower shall issue any securities or make any
change to its capital structure which would change the number of shares
of Common Stock into which the Notes shall be convertible at the then
current Conversion Price, the Borrower shall at the same time make
proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of the outstanding Notes.  The Borrower (i)
acknowledges that it has irrevocably instructed its transfer agent to
issue certificates for the Common Stock issuable upon conversion of
this Note, and (ii) agrees that its issuance of this Note shall
constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock in accordance with
the terms and conditions of this Note.

                  If, at any time a Holder of this Note submits a Notice of
Conversion, and the Borrower does not have sufficient authorized but
unissued shares of Common Stock available to effect such conversion in
accordance with the provisions of this Article I (a "Conversion
Default"), subject to Section 4.8, the Borrower shall issue to the
Holder all of the shares of Common Stock which are then available to
effect such conversion.  The portion of this Note which the Holder
included in its Conversion Notice and which exceeds the amount which is
then convertible into available shares of Common Stock (the "Excess
Amount") shall, notwithstanding anything to the contrary contained
herein, not be convertible into Common Stock in accordance with the
terms hereof until (and at the Holder's option at any time after) the
date additional shares of Common Stock are authorized by the Borrower
to permit such conversion, at which time the Conversion Price in
respect thereof shall be the lesser of (i) the Conversion Price on the
Conversion Default Date (as defined below) and (ii) the Conversion
Price on the Conversion Date thereafter elected by the Holder in
respect thereof.  In addition, the Borrower shall pay to the Holder
payments ("Conversion Default Payments") for a Conversion Default in

<PAGE>6

the amount of (x) the sum of (1) the then outstanding principal amount
of this Note plus (2) accrued and unpaid interest on the unpaid
principal amount of this Note through the Authorization Date (as
defined below) plus (3) Default Interest, if any, on the amounts
referred to in clauses (1) and/or (2), multiplied by (y) .24,
multiplied by (z) (N/365), where N = the number of days from the day
the holder submits a Notice of Conversion giving rise to a Conversion
Default (the "Conversion Default Date") to the date (the "Authorization
Date") that the Borrower authorizes a sufficient number of shares of
Common Stock to effect conversion of the full outstanding principal
balance of this Note.  The Borrower shall use its best efforts to
authorize a sufficient number of shares of Common Stock as soon as
practicable following the earlier of (i) such time that the Holder
notifies the Borrower or that the Borrower otherwise becomes aware that
there are or likely will be insufficient authorized and unissued shares
to allow full conversion thereof and (ii) a Conversion Default.  The
Borrower shall send notice to the Holder of the authorization of
additional shares of Common Stock, the Authorization Date and the
amount of Holder's accrued Conversion Default Payments.  The accrued
Conversion Default Payments for each calendar month shall be paid in
cash or shall be convertible into Common Stock (at such time as there
are sufficient authorized shares of Common Stock) at the applicable
Conversion Price, at the Borrower's option, as follows:

                         (a)   In the event Holder elects to take such payment
in cash, cash payment shall be made to Holder by the fifth (5th) day of
the month following the month in which it has accrued; and

                         (b)   In the event Holder elects to take such payment
in Common Stock, the Holder may convert such payment amount into Common
Stock at the Conversion Price (as in effect at the time of conversion)
at any time after the fifth day of the month following the month in
which it has accrued in accordance with the terms of this Article I (so
long as there is then a sufficient number of authorized shares of
Common Stock).

                  The Holder's election shall be made in writing to the
Borrower at any time prior to 6:00 p.m., New York, New York time, on
the third day of the month following the month in which Conversion
Default payments have accrued.  If no election is made, the Holder
shall be deemed to have elected to receive cash.  Nothing herein shall
limit the Holder's right to pursue actual damages (to the extent in
excess of the Conversion Default Payments) for the Borrower's failure
to maintain a sufficient number of authorized shares of Common Stock,
and each holder shall have the right to pursue all remedies available
at law or in equity (including degree of specific performance and/or
injunctive relief).

                 1.4   Method of Conversion.
                       --------------------

                 (a)   Mechanics of Conversion.  Subject to Section 1.1,
this Note may be converted by the Holder in whole or in part at any
time from time to time after the Issue Date, by (A) submitting to the

<PAGE>7

Borrower a Notice of Conversion (by facsimile or other reasonable means
of communication dispatched on the Conversion Date prior to 6:00 p.m.,
New York, New York time) and (B) subject to Section 1.4(b),
surrendering this Note at the principal office of the Borrower.

                 (b)   Surrender of Note Upon Conversion.  Notwithstanding
anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required
to physically surrender this Note to the Borrower unless the entire
unpaid principal amount of this Note is so converted.  The Holder and
the Borrower shall maintain records showing the principal amount so
converted and the dates of such conversions or shall use such other
method, reasonably satisfactory to the Holder and the Borrower, so as
not to require physical surrender of this Note upon each such
conversion.  In the event of any dispute or discrepancy, such records
of the Borrower shall be controlling and determinative in the absence
of manifest error.  Notwithstanding the foregoing, if any portion of
this Note is converted as aforesaid, the Holder may not transfer this
Note unless the Holder first physically surrenders this Note to the
Borrower, whereupon the Borrower will forthwith issue and deliver upon
the order of the Holder a new Note of like tenor, registered as the
Holder (upon payment by the Holder of any applicable transfer taxes)
may request, representing in the aggregate the remaining unpaid
principal amount of this Note.  The Holder and any assignee, by
acceptance of this Note, acknowledge and agree that, by reason of the
provisions of this paragraph, following conversion of a portion of this
Note, the unpaid and unconverted principal amount of this Note
represented by this Note may be less than the amount stated on the face
hereof.

                 (c)   Payment of Taxes.  The Borrower shall not be required
to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities
or property on conversion of this Note in a name other than that of the
Holder (or in street name), and the Borrower shall not be required to
issue or deliver any such shares or other securities or property unless
and until the person or persons (other than the Holder or the custodian
in whose street name such shares are to be held for the Holder's
account) requesting the issuance thereof shall have paid to the
Borrower the amount of any such tax or shall have established to the
satisfaction of the Borrower that such tax has been paid.

                 (d)   Delivery of Common Stock Upon Conversion.  Upon
receipt by the Borrower from the Holder of a facsimile transmission (or
other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and
delivered to or upon the order of the Holder certificates for the
Common Stock issuable upon such conversion within three (3) business
days after such receipt (and, solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Note) (such
second business day being hereinafter referred to as the "Deadline") in
accordance with the terms hereof and the Purchase Agreement (including,
without limitation, in accordance with the requirements of Section 2(g)

<PAGE>8

of the Purchase Agreement that certificates for shares of Common Stock
issued on or after the effective date of the Registration Statement
upon conversion of this Note shall not bear any restrictive legend).

                 (e)   Obligation of Borrower to Deliver Common Stock.  Upon
receipt by the Borrower of a Notice of Conversion, the Holder shall be
deemed to be the holder of record of the Common Stock issuable upon
such conversion, the outstanding principal amount and the amount of
accrued and unpaid interest on this Note shall be reduced to reflect
such conversion, and, unless the Borrower defaults on its obligations
under this Article I, all rights with respect to the portion of this
Note being so converted shall forthwith terminate except the right to
receive the Common Stock or other securities, cash or other assets, as
herein provided, on such conversion.  If the Holder shall have given a
Notice of Conversion as provided herein, the Borrower's obligation to
issue and deliver the certificates for Common Stock shall be absolute
and unconditional, irrespective of the absence of any action by the
Holder to enforce the same, any waiver or consent with respect to any
provision thereof, the recovery of any judgment against any person or
any action to enforce the same, any failure or delay in the enforcement
of any other obligation of the Borrower to the holder of record, or any
setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder of any obligation to the
Borrower, and irrespective of any other circumstance which might
otherwise limit such obligation of the Borrower to the Holder in
connection with such conversion.  The Conversion Date specified in the
Notice of Conversion shall be the Conversion Date so long as the Notice
of Conversion is received by the Borrower before 6:00 p.m., New York,
New York time, on such date.

                  (f)   Delivery of Common Stock by Electronic Transfer.  In
lieu of delivering physical certificates representing the Common Stock
issuable upon conversion, provided the Borrower's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Holder and
its compliance with the provisions contained in Section 1.1 and in this
Section 1.4, the Borrower shall use its best efforts to cause its
transfer agent to electronically transmit the Common Stock issuable
upon conversion to the Holder by crediting the account of Holder's
Prime Broker with DTC through its Deposit Withdrawal Agent Commission
("DWAC") system.

                 (g)   Failure to Deliver Common Stock Prior to Deadline.
Without in any way limiting the Holder's right to pursue other
remedies, including actual damages and/or equitable relief, the parties
agree that if delivery of the Common Stock issuable upon conversion of
this Note is more than three (3) business days after the Deadline
(other than a failure due to the circumstances described in Section 1.3
above, which failure shall be governed by such Section) the Borrower
shall pay to the Holder $2,000 per day in cash, for each day beyond the
Deadline that the Borrower fails to deliver such Common Stock.  Such
cash amount shall be paid to Holder by the fifth day of the month
following the month in which it has accrued or, at the option of the
Holder (by written notice to the Borrower by the first day of the month

<PAGE>9

following the month in which it has accrued), shall be added to the
principal amount of this Note, in which event interest shall accrue
thereon in accordance with the terms of this Note and such additional
principal amount shall be convertible into Common Stock in accordance
with the terms of this Note.

                 1.5   Concerning the Shares.
                       ---------------------   The shares of Common Stock
issuable upon conversion of this Note may not be sold or transferred
unless  (i) such shares are sold pursuant to an effective registration
statement under the Act or (ii) the Borrower or its transfer agent
shall have been furnished with an opinion of  counsel (which opinion
shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or
transferred may be sold or transferred pursuant to an exemption from
such registration or (iii) such shares are sold or transferred pursuant
to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv)
such shares are transferred to an "affiliate" (as defined in Rule 144)
of the Borrower who agrees to sell or otherwise transfer the shares
only in accordance with this Section 1.5 and who is an Accredited
Investor (as defined in the Purchase Agreement).  Except as otherwise
provided in the Purchase Agreement (and subject to the removal
provisions set forth below), until such time as the shares of Common
Stock issuable upon conversion of this Note have been registered under
the Act as contemplated by the Registration Rights Agreement or
otherwise may be sold pursuant to Rule 144 without any restriction as
to the number of securities as of a particular date that can then be
immediately sold, each certificate for shares of Common Stock issuable
upon conversion of this Note that has not been so included in an
effective registration statement or that has not been sold pursuant to
an effective registration statement or an exemption that permits
removal of the legend, shall bear a legend substantially in the
following form, as appropriate:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT."

The legend set forth above shall be removed and the Borrower shall
issue to the Holder a new certificate therefor free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an
opinion of counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that a public sale
or transfer of such Common Stock may be made without registration under
the Act and the shares are so sold or transferred, (ii) such Holder
provides the Borrower or its transfer agent with reasonable assurances
that the Common Stock issuable upon conversion of this Note (to the
extent such securities are deemed to have been acquired on the same
date) can be sold pursuant to Rule 144 or (iii) in the case of the

<PAGE>10

Common Stock issuable upon conversion of this Note, such security is
registered for sale by the Holder under an effective registration
statement filed under the Act or otherwise may be sold pursuant to Rule
144 without any restriction as to the number of securities as of a
particular date that can then be immediately sold.  Nothing in this
Note shall (i) limit the Borrower's obligation under the Registration
Rights Agreement or (ii) affect in any way the Holder's obligations to
comply with applicable prospectus delivery requirements upon the resale
of the securities referred to herein.

                 1.6   Effect of Certain Events.
                       ------------------------

                 (a)   Effect of Merger, Consolidation, Etc.  At the option
of the Holder, the sale, conveyance or disposition of all or
substantially all of the assets of the Borrower, the effectuation by
the Borrower of a transaction or series of related transactions in
which more than 50% of the voting power of the Borrower is disposed of,
or the consolidation, merger or other business combination of the
Borrower with or into any other Person (as defined below) or Persons
when the Borrower is not the survivor shall either:  (i) be deemed to
be an Event of Default (as defined in Article III) pursuant to which
the Borrower shall be required to pay to the Holder upon the
consummation of and as a condition to such transaction an amount equal
to the Default Amount (as defined in Article III) or (ii) be treated
pursuant to Section 1.6(b) hereof.  "Person" shall mean any individual,
corporation, limited liability company, partnership, association, trust
or other entity or organization.

                 (b)   Adjustment Due to Merger, Consolidation, Etc.  If, at
any time when this Note is issued and outstanding and prior to
conversion of all of the Notes, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization, or
other similar event, as a result of which shares of Common Stock of the
Borrower shall be changed into the same or a different number of shares
of another class or classes of stock or securities of the Borrower or
another entity, or in case of any sale or conveyance of all or
substantially all of the assets of the Borrower other than in
connection with a plan of complete liquidation of the Borrower, then
the Holder of this Note shall thereafter have the right to receive upon
conversion of this Note, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such stock,
securities or assets which the Holder would have been entitled to
receive in such transaction had this Note been converted in full
immediately prior to such transaction (without regard to any
limitations on conversion set forth herein), and in any such case
appropriate provisions shall be made with respect to the rights and
interests of the Holder of this Note to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion
of the Note) shall thereafter be applicable, as nearly as may be
practicable in relation to any securities or assets thereafter
deliverable upon the conversion hereof.  The Borrower shall not effect

<PAGE>11

any transaction described in this Section 1.6(b) unless (a) it first
gives, to the extent practicable, thirty (30) days prior written notice
(but in any event at least fifteen (15) days prior written notice) of
the record date of the special meeting of shareholders to approve, or
if there is no such record date, the consummation of, such merger,
consolidation, exchange of shares, recapitalization, reorganization or
other similar event or sale of assets (during which time the Holder
shall be entitled to convert this Note) and (b) the resulting successor
or acquiring entity (if not the Borrower) assumes by written instrument
the obligations of this Section 1.6(b).  The above provisions shall
similarly apply to successive consolidations, mergers, sales, transfers
or share exchanges.

                 (c)   Adjustment Due to Distribution.  If the Borrower
shall declare or make any distribution of its assets (or rights to
acquire its assets) to holders of Common Stock as a dividend, stock
repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower's shareholders in cash or
shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a "Distribution"), then the Holder of this Note
shall be entitled, upon any conversion of this Note after the date of
record for determining shareholders entitled to such Distribution, to
receive the amount of such assets which would have been payable to the
Holder with respect to the shares of Common Stock issuable upon such
conversion had such Holder been the holder of such shares of Common
Stock on the record date for the determination of shareholders entitled
to such Distribution.

                 (d)   Adjustment Due to Dilutive Issuance.  If, at any time
when any Notes are issued and outstanding, the Borrower issues or
sells, or in accordance with this Section 1.6(d) hereof is deemed to
have issued or sold, any shares of Common Stock for no consideration or
for a consideration per share (before deduction of reasonable expenses
or commissions or underwriting discounts or allowances in connection
therewith) less than the Fixed Conversion Price in effect on the date
of such issuance (or deemed issuance) of such shares of Common Stock (a
"Dilutive Issuance"), then immediately upon the Dilutive Issuance, the
Fixed Conversion Price will be reduced to the amount of the
consideration per share received by the Borrower in such Dilutive
Issuance; provided that only one adjustment will be made for each
Dilutive Issuance.

                  The Borrower shall be deemed to have issued or sold shares
of Common Stock if the Borrower in any manner issues or grants any
warrants, rights or options (not including employee stock option
plans), whether or not immediately exercisable, to subscribe for or to
purchase Common Stock or other securities convertible into or
exchangeable for Common Stock ("Convertible Securities") (such
warrants, rights and options to purchase Common Stock or Convertible
Securities are hereinafter referred to as "Options") and the price per
share for which Common Stock is issuable upon the exercise of such
Options is less than the Fixed Conversion Price then in effect, then
the Fixed Conversion Price shall be equal to such price per share.  For
purposes of the preceding sentence, the "price per share for which

<PAGE>12

Common Stock is issuable upon the exercise of such Options" is
determined by dividing (i) the total amount, if any, received or
receivable by the Borrower as consideration for the issuance or
granting of all such Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Borrower upon the
exercise of all such Options, plus, in the case of Convertible
Securities issuable upon the exercise of such Options, the minimum
aggregate amount of additional consideration payable upon the
conversion or exchange thereof at the time such Convertible Securities
first become convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise of all such
Options (assuming full conversion of Convertible Securities, if
applicable).  No further adjustment to the Conversion Price will be
made upon the actual issuance of such Common Stock upon the exercise of
such Options or upon the conversion or exchange of Convertible
Securities issuable upon exercise of such Options.

                  Additionally, the Borrower shall be deemed to have issued
or sold shares of Common Stock if the Borrower in any manner issues or
sells any Convertible Securities, whether or not immediately
convertible (other than where the same are issuable upon the exercise
of Options), and the price per share for which Common Stock is issuable
upon such conversion or exchange is less than the Fixed Conversion
Price then in effect, then the Fixed Conversion Price shall be equal to
such price per share.  For the purposes of the preceding sentence, the
"price per share for which Common Stock is issuable upon such
conversion or exchange" is determined by dividing (i) the total amount,
if any, received or receivable by the Borrower as consideration for the
issuance or sale of all such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Borrower upon the conversion or exchange thereof at the time such
Convertible Securities first become convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities.  No
further adjustment to the Fixed Conversion Price will be made upon the
actual issuance of such Common Stock upon conversion or exchange of
such Convertible Securities.

                 (e)   Purchase Rights.  If, at any time when any Notes are
issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property
(the "Purchase Rights") pro rata to the record holders of any class of
Common Stock, then the Holder of this Note will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such Holder could have acquired if such Holder
had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (without regard to any limitations on
conversion contained herein) immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights
or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.


<PAGE>13

                 (f)   Notice of Adjustments.  Upon the occurrence of each
adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense,
shall promptly compute such adjustment or readjustment and prepare and
furnish to the Holder of a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment
or readjustment is based.  The Borrower shall, upon the written request
at any time of the Holder, furnish to such Holder a like certificate
setting forth (i) such adjustment or readjustment, (ii) the Conversion
Price at the time in effect and (iii) the number of shares of Common
Stock and the amount, if any, of other securities or property which at
the time would be received upon conversion of the Note.

                 1.7   Trading Market Limitations.
                        --------------------------  Unless permitted by the
applicable rules and regulations of the principal securities market on
which the Common Stock is then listed or traded, in no event shall the
Borrower issue upon conversion of or otherwise pursuant to this Note
and the other Notes issued pursuant to the Purchase Agreement more than
the maximum number of shares of Common Stock that the Borrower can
issue pursuant to any rule of the principal United States securities
market on which the Common Stock is then traded (the "Maximum Share
Amount"), which shall be 19.99% of the total shares outstanding on the
Closing Date (as defined in the Purchase Agreement), subject to
equitable adjustment from time to time for stock splits, stock
dividends, combinations, capital reorganizations and similar events
relating to the Common Stock occurring after the date hereof.  Once the
Maximum Share Amount has been issued (the date of which is hereinafter
referred to as the "Maximum Conversion Date"), if the Borrower fails to
eliminate any prohibitions under applicable law or the rules or
regulations of any stock exchange, interdealer quotation system or
other self-regulatory organization with jurisdiction over the Borrower
or any of its securities on the Borrower's ability to issue shares of
Common Stock in excess of the Maximum Share Amount (a "Trading Market
Prepayment Event"), in lieu of any further right to convert this Note,
and in full satisfaction of the Borrower's obligations under this Note,
the Borrower shall pay to the Holder, within fifteen (15) business days
of the Maximum Conversion Date (the "Trading Market Prepayment Date"),
an amount equal to 130% times the sum of (a) the then outstanding
principal amount of this Note immediately following the Maximum
Conversion Date, plus (b) accrued and unpaid interest on the unpaid
principal amount of this Note to the Trading Market Prepayment Date,
plus (c) Default Interest, if any, on the amounts referred to in clause
(a) and/or (b) above, plus (d) any optional amounts that may be added
thereto at the Maximum Conversion Date by the Holder in accordance with
the terms hereof (the then outstanding principal amount of this Note
immediately following the Maximum Conversion Date, plus the amounts
referred to in clauses (b), (c) and (d) above shall collectively be
referred to as the "Remaining Convertible Amount").  With respect to
each Holder of Notes, the Maximum Share Amount shall refer to such
Holder's pro rata share thereof determined in accordance with Section
4.8 below.  In the event that the sum of (x) the aggregate number of
shares of Common Stock issued upon conversion of this Note and the
other Notes issued pursuant to the Purchase Agreement plus (y) the
aggregate number of shares of Common Stock that remain issuable upon

<PAGE>14

conversion of this Note and the other Notes issued pursuant to the
Purchase Agreement, represents at least one hundred percent (100%) of
the Maximum Share Amount (the "Triggering Event"), the Borrower will
use its best efforts to seek and obtain Shareholder Approval (or obtain
such other relief as will allow conversions hereunder in excess of the
Maximum Share Amount) as soon as practicable following the Triggering
Event and before the Maximum Conversion Date.  As used herein,
"Shareholder Approval" means approval by the shareholders of the
Borrower to authorize the issuance of the full number of shares of
Common Stock which would be issuable upon full conversion of the then
outstanding Notes but for the Maximum Share Amount.

                 1.8   Status as Shareholder.
                       ---------------------  Upon submission of a Notice of
Conversion by a Holder, (i) the shares covered thereby (other than the
shares, if any, which cannot be issued because their issuance would
exceed such Holder's allocated portion of the Reserved Amount or
Maximum Share Amount) shall be deemed converted into shares of Common
Stock and (ii) the Holder's rights as a Holder of such converted
portion of this Note shall cease and terminate, excepting only the
right to receive certificates for such shares of Common Stock and to
any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Borrower to comply with the
terms  of this Note.  Notwithstanding the foregoing, if a Holder has
not received certificates for all shares of Common Stock prior to the
tenth (10th) business day after the expiration of the Deadline with
respect to a conversion of any portion of this Note for any reason,
then (unless the Holder otherwise elects to retain its status as a
holder of Common Stock by so notifying the Borrower) the Holder shall
regain the rights of a Holder of this Note with respect to such
unconverted portions of this Note and the Borrower shall, as soon as
practicable, return such unconverted Note to the Holder or, if the Note
has not been surrendered, adjust its records to reflect that such
portion of this Note has not been converted.  In all cases, the Holder
shall retain all of its rights and remedies (including, without
limitation, (i) the right to receive Conversion Default Payments
pursuant to Section 1.3 to the extent required thereby for such
Conversion Default and any subsequent Conversion Default and (ii) the
right to have the Conversion Price with respect to subsequent
conversions determined in accordance with Section 1.3) for the
Borrower's failure to convert this Note.

ARTICLE II.  CERTAIN COVENANTS

                 2.1   Distributions on Capital Stock.  So long as the
Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder's written consent (a) pay, declare or set apart
for such payment, any dividend or other distribution (whether in cash,
property or other securities) on shares of capital stock other than
dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any
subsidiary make any other payment or distribution in respect of its



<PAGE>15

capital stock except for distributions pursuant to any shareholders'
rights plan which is approved by a majority of the Borrower's
disinterested directors.

                 2.2   Restriction on Stock Repurchases.  So long as the
Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder's written consent redeem, repurchase or
otherwise acquire (whether for cash or in exchange for property or
other securities or otherwise) in any one transaction or series of
related transactions any shares of capital stock of the Borrower or any
warrants, rights or options to purchase or acquire any such shares.

                 2.3   Borrowings.  So long as the Borrower shall have any
obligation under this Note, the Borrower shall not, without the
Holder's written consent, create, incur, assume or suffer to exist any
liability for borrowed money, except (a) borrowings in existence or
committed on the date hereof and of which the Borrower has informed
Holder in writing prior to the date hereof, (b) indebtedness to trade
creditors or financial institutions incurred in the ordinary course of
business or (c) borrowings, the proceeds of which shall be used to
repay this Note.

                 2.4   Sale of Assets.  So long as the Borrower shall have
any obligation under this Note, the Borrower shall not, without the
Holder's written consent, sell, lease or otherwise dispose of any
significant portion of its assets outside the ordinary course of
business.  Any consent to the disposition of any assets may be
conditioned on a specified use of the proceeds of disposition.

                 2.5   Advances and Loans.  So long as the Borrower shall
have any obligation under this Note, the Borrower shall not, without
the Holder's written consent, lend money, give credit or make advances
to any person, firm, joint venture or corporation, including, without
limitation, officers, directors, employees, subsidiaries and affiliates
of the Borrower, except loans, credits or advances (a) in existence or
committed on the date hereof and which the Borrower has informed Holder
in writing prior to the date hereof, (b) made in the ordinary course of
business or (c) not in excess of $50,000.

                 2.6   Contingent Liabilities.  So long as the Borrower
shall have any obligation under this Note, the Borrower shall not,
without the Holder's written consent, which shall not be unreasonably
withheld, assume, guarantee, endorse, contingently agree to purchase or
otherwise become liable upon the obligation of any person, firm,
partnership, joint venture or corporation, except by the endorsement of
negotiable instruments for deposit or collection and except
assumptions, guarantees, endorsements and contingencies (a) in
existence or committed on the date hereof and which the Borrower has
informed Holder in writing prior to the date hereof, and (b) similar
transactions in the ordinary course of business.



<PAGE>16

ARTICLE III.  EVENTS OF DEFAULT

                  If any of the following events of default (each, an "Event
of Default") shall occur:

                 3.1   Failure to Pay Principal or Interest.  The Borrower
fails to pay the principal hereof or interest thereon when due on this
Note, whether at maturity, upon a Trading Market Prepayment Event
pursuant to Section 1.7, upon acceleration or otherwise;

                 3.2   Conversion and the Shares.  The Borrower fails to
issue shares of Common Stock to the Holder (or announces or threatens
that it will not honor its obligation to do so) upon exercise by the
Holder of the conversion rights of the Holder in accordance with the
terms of this Note (for a period of at least sixty (60) days, if such
failure is solely as a result of the circumstances governed by Section
1.3 and the Borrower is using its best efforts to authorize a
sufficient number of shares of Common Stock as soon as practicable),
fails to transfer or cause its transfer agent to transfer
(electronically or in certificated form) any certificate for shares of
Common Stock issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note or the
Registration Rights Agreement, or fails to remove any restrictive
legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any shares of Common Stock issued to
the Holder upon conversion of or otherwise pursuant to this Note as and
when required by this Note or the Registration Rights Agreement (or
makes any announcement, statement or threat that it does not intend to
honor the obligations described in this paragraph) and any such failure
shall continue uncured (or any announcement, statement or threat not to
honor its obligations shall not be rescinded in writing) for three (3)
days after the Borrower shall have been notified thereof in writing by
the Holder;

                 3.3   Failure to Timely File Registration or Effect
Registration.  The Borrower fails to file the Registration Statement
within thrity (30) days following the Closing Date (as defined in the
Purchase Agreement) or obtain effectiveness with the Securities and
Exchange Commission of the Registration Statement within one hundred
twenty (120) days following the Closing Date (as defined in the
Purchase Agreement) or such Registration Statement lapses in effect (or
sales cannot otherwise be made thereunder effective, whether by reason
of the Borrower's failure to amend or supplement the prospectus
included therein in accordance with the Registration Rights Agreement
or otherwise) for more than ten (10) consecutive days or twenty (20)
days in any twelve month period after the Registration Statement
becomes effective;

                 3.4   Breach of Covenants.  The Borrower breaches any
material covenant or other material term or condition contained in
Sections 1.3, 1.6 or 1.7 of this Note, or Sections 4(c), 4(e), 4(h),
4(i), 4(j) or 5 of the Purchase Agreement and such breach continues for
a period of ten (10) days after written notice thereof to the Borrower
from the Holder;

<PAGE>17

                 3.5   Breach of Representations and Warranties.  Any
representation or warranty of the Borrower made herein or in any
agreement, statement or certificate given in writing pursuant hereto or
in connection herewith (including, without limitation, the Purchase
Agreement and the Registration Rights Agreement), shall be false or
misleading in any material respect when made and the breach of which
has (or with the passage of time will have) a material adverse effect
on the rights of the Holder with respect to this Note, the Purchase
Agreement or the Registration Rights Agreement;

                 3.6   Receiver or Trustee.  The Borrower or any subsidiary
of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for
it or for a substantial part of its property or business, or such a
receiver or trustee shall otherwise be appointed;

                 3.7   Judgments.  Any money judgment, writ or similar
process shall be entered or filed against the Borrower or any
subsidiary of the Borrower or any of its property or other assets for
more than $250,000, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the
Holder, which consent will not be unreasonably withheld;

                 3.8   Bankruptcy.  Bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors shall be instituted
by or against the Borrower or any subsidiary of the Borrower;

                 3.9   Delisting of Common Stock.  The Borrower shall fail
to maintain the listing of the Common Stock on at least one of the
OTCBB or an equivalent replacement exchange, the Nasdaq National
Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the
American Stock Exchange; or

                 3.10   Default Under Other Notes.  An Event of Default has
occurred and is continuing under any of the other Notes issued pursuant
to the Purchase Agreement, then, upon the occurrence and during the
continuation of any Event of Default specified in Section 3.1, 3.2,
3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option of the Holders of a
majority of the aggregate principal amount of the outstanding Notes
issued pursuant to the Purchase Agreement exercisable through the
delivery of written notice to the Borrower by such Holders (the
"Default Notice"), and upon the occurrence of an Event of Default
specified in Section 3.6 or 3.8, the Notes shall become immediately due
and payable and the Borrower shall pay to the Holder, in full
satisfaction of its obligations hereunder, an amount equal to the
greater of (i) 140% times the sum of (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid
principal amount of this Note to the date of payment (the "Mandatory
Prepayment Date") plus (y) Default Interest, if any, on the amounts
referred to in clauses (w) and/or (x) plus (z) any amounts owed to the
Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to
Section 2(c) of the Registration Rights Agreement (the then outstanding
principal amount of this Note to the date of payment plus the amounts
referred to in clauses (x), (y) and (z) shall collectively be known as

<PAGE>18

the "Default Sum") or (ii) the "parity value" of the Default Sum to be
prepaid, where parity value means (a) the highest number of shares of
Common Stock issuable upon conversion of or otherwise pursuant to such
Default Sum in accordance with Article I, treating the Trading Day
immediately preceding the Mandatory Prepayment Date as the "Conversion
Date" for purposes of determining the lowest applicable Conversion
Price, unless the Default Event arises as a result of a breach in
respect of a specific Conversion Date in which case such Conversion
Date shall be the Conversion Date), multiplied by (b) the highest
Closing Price for the Common Stock during the period beginning on the
date of first occurrence of the Event of Default and ending one day
prior to the Mandatory Prepayment Date (the "Default Amount") and all
other amounts payable hereunder shall immediately become due and
payable, all without demand, presentment or notice, all of which hereby
are expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection, and the Holder
shall be entitled to exercise all other rights and remedies available
at law or in equity.  If the Borrower fails to pay the Default Amount
within five (5) business days of written notice that such amount is due
and payable, then the Holder shall have the right at any time, so long
as the Borrower remains in default (and so long and to the extent that
there are sufficient authorized shares), to require the Borrower, upon
written notice, to immediately issue, in lieu of the Default Amount,
the number of shares of Common Stock of the Borrower equal to the
Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

                 4.1   Failure or Indulgence Not Waiver.  No failure or
delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power
or privileges.  All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

                 4.2   Notices.  Any notice herein required or permitted to
be given shall be in writing and may be personally served or delivered
by courier or sent by United States mail and shall be deemed to have
been given upon receipt if personally served (which shall include
telephone line facsimile transmission) or sent by courier or three (3)
days after being deposited in the United States mail, certified, with
postage pre-paid and properly addressed, if sent by mail.  For the
purposes hereof, the address of the Holder shall be as shown on the
records of the Borrower; and the address of the Borrower shall be 1282
Camellia Circle, Weston, Florida 33326, facsimile number: [          ].
Both the Holder and the Borrower may change the address for service by
service of written notice to the other as herein provided.

                 4.3   Amendments.  This Note and any provision hereof may
only be amended by an instrument in writing signed by the Borrower and
the Holder.  The term "Note" and all reference thereto, as used
throughout this instrument, shall mean this instrument (and the other

<PAGE>19

Notes issued pursuant to the Purchase Agreement) as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

                 4.4   Assignability.  This Note shall be binding upon the
Borrower and its successors and assigns, and shall inure to be the
benefit of the Holder and its successors and assigns.  Each transferee
of this Note must be an "accredited investor" (as defined in Rule
501(a) of the 1933 Act).  Notwithstanding anything in this Note to the
contrary, this Note may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.

                 4.5   Cost of Collection.  If default is made in the
payment of this Note, the Borrower shall pay the Holder hereof costs of
collection, including reasonable attorneys' fees.

                 4.6   Governing Law.  THIS NOTE SHALL BE ENFORCED, GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE
BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
TO ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTERED INTO IN
CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL
BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY
IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER
PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE
SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS'
FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

                 4.7   Certain Amounts.  Whenever pursuant to this Note the
Borrower is required to pay an amount in excess of the outstanding
principal amount (or the portion thereof required to be paid at that
time) plus accrued and unpaid interest plus Default Interest on such
interest, the Borrower and the Holder agree that the actual damages to
the Holder from the receipt of cash payment on this Note may be
difficult to determine and the amount to be so paid by the Borrower
represents stipulated damages and not a penalty and is intended to
compensate the Holder in part for loss of the opportunity to convert
this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price
paid for such shares pursuant to this Note.  The Borrower and the
Holder hereby agree that such amount of stipulated damages is not
plainly disproportionate to the possible loss to the Holder from the
receipt of a cash payment without the opportunity to convert this Note
into shares of Common Stock.

<PAGE>20

                 4.8   Allocations of Maximum Share Amount and Reserved
Amount.  The Maximum Share Amount and Reserved Amount shall be
allocated pro rata among the Holders of Notes based on the principal
amount of such Notes issued to each Holder.  Each increase to the
Maximum Share Amount and Reserved Amount shall be allocated pro rata
among the Holders of Notes based on the principal amount of such Notes
held by each Holder at the time of the increase in the Maximum Share
Amount or Reserved Amount.  In the event a Holder shall sell or
otherwise transfer any of such Holder's Notes, each transferee shall be
allocated a pro rata portion of such transferor's Maximum Share Amount
and Reserved Amount.  Any portion of the Maximum Share Amount or
Reserved Amount which remains allocated to any person or entity which
does not hold any Notes shall be allocated to the remaining Holders of
Notes, pro rata based on the principal amount of such Notes then held
by such Holders.

                 4.9   Damages Shares.  The shares of Common Stock that may
be issuable to the Holder pursuant to Sections 1.3 and 1.4(g) hereof
and pursuant to Section 2(c) of the Registration Rights Agreement
("Damages Shares") shall be treated as Common Stock issuable upon
conversion of this Note for all purposes hereof and shall be subject to
all of the limitations and afforded all of the rights of the other
shares of Common Stock issuable hereunder, including without
limitation, the right to be included in the Registration Statement
filed pursuant to the Registration Rights Agreement.  For purposes of
calculating interest payable on the outstanding principal amount
hereof, except as otherwise provided herein, amounts convertible into
Damages Shares ("Damages Amounts") shall not bear interest but must be
converted prior to the conversion of any outstanding principal amount
hereof, until the outstanding Damages Amounts is zero.

                 4.10   Denominations.  At the request of the Holder, upon
surrender of this Note, the Borrower shall promptly issue new Notes in
the aggregate outstanding principal amount hereof, in the form hereof,
in such denominations of at least $50,000 as the Holder shall request.

                 4.11   Purchase Agreement.  By its acceptance of this Note,
each Holder agrees to be bound by the applicable terms of the Purchase
Agreement.

                 4.12   Notice of Corporate Events.  Except as otherwise
provided below, the Holder of this Note shall have no rights as a
Holder of Common Stock unless and only to the extent that it converts
this Note into Common Stock. The Borrower shall provide the Holder with
prior notification of any meeting of the Borrower's shareholders (and
copies of proxy materials and other information sent to shareholders).
In the event of any taking by the Borrower of a record of its
shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any
right to subscribe for, purchase or otherwise acquire (including by way
of merger, consolidation, reclassification or recapitalization) any
share of any class or any other securities or property, or to receive
any other right, or for the purpose of determining shareholders who are
entitled to vote in connection with any proposed sale, lease or
conveyance of all or substantially all of the assets of the Borrower or

<PAGE>21

any proposed liquidation, dissolution or winding up of the Borrower,
the Borrower shall mail a notice to the Holder, at least twenty (20)
days prior to the record date specified therein (or thirty (30) days
prior to the consummation of the transaction or event, whichever is
earlier), of the date on which any such record is to be taken for the
purpose of such dividend, distribution, right or other event, and a
brief statement regarding the amount and character of such dividend,
distribution, right or other event to the extent known at such time.
The Borrower shall make a public announcement of any event requiring
notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this
Section 4.12.

                 4.13   Remedies.  The Borrower acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction
contemplated hereby.  Accordingly, the Borrower acknowledges that the
remedy at law for a breach of its obligations under this Note will be
inadequate and agrees, in the event of a breach or threatened breach by
the Borrower of the provisions of this Note, that the Holder shall be
entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an
injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions
thereof, without the necessity of showing economic loss and without any
bond or other security being required.

ARTICLE V. CALL OPTION

                 5.1   Call Option.  Notwithstanding anything to the
contrary contained in this Article V, so long as (i) no Event of
Default or Trading Market Prepayment Event shall have occurred and be
continuing, (ii) the Borrower has a sufficient number of authorized
shares of Common Stock reserved for issuance upon full conversion of
the Notes, then at any time after the Issue Date, and (iii) the Common
Stock is trading at or below $.50 per share, the Borrower shall have
the right, exercisable on not less than three (3) Trading Days prior
written notice to the Holders of the Notes (which notice may not be
sent to the Holders of the Notes until the Borrower is permitted to
prepay the Notes pursuant to this Section 5.1), to prepay all of the
outstanding Notes in accordance with this Section 5.1.  Any notice of
prepayment hereunder (an "Optional Prepayment") shall be delivered to
the Holders of the Notes at their registered addresses appearing on the
books and records of the Borrower and shall state (1) that the Borrower
is exercising its right to prepay all of the Notes issued on the Issue
Date and (2) the date of prepayment (the "Optional Prepayment Notice").
On the date fixed for prepayment (the "Optional Prepayment Date"), the
Borrower shall make payment of the Optional Prepayment Amount (as
defined below) to or upon the order of the Holders as specified by the
Holders in writing to the Borrower at least one (1) business day prior
to the Optional Prepayment Date.  If the Borrower exercises its right
to prepay the Notes, the Borrower shall make payment to the holders of
an amount in cash (the "Optional Prepayment Amount") equal to either
(i) 120% (for prepayments occurring within thirty (30) days of the

<PAGE>22

Issue Date), (ii) 130% for prepayments occurring between thirty-one
(31) and sixty  (60) days of the Issue Date, or (iii) 140% (for
prepayments occurring after the sixtieth (60th) day following the Issue
Date), multiplied by the sum of (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid
principal amount of this Note to the Optional Prepayment Date plus (y)
Default Interest, if any, on the amounts referred to in clauses (w) and
(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3
and 1.4(g) hereof or pursuant to Section 2(c) of the Registration
Rights Agreement (the then outstanding principal amount of this Note to
the date of payment plus the amounts referred to in clauses (x), (y)
and (z) shall collectively be known as the "Optional Prepayment Sum").
Notwithstanding notice of an Optional Prepayment, the Holders shall at
all times prior to the Optional Prepayment Date maintain the right to
convert all or any portion of the Notes in accordance with Article I
and any portion of Notes so converted after receipt of an Optional
Prepayment Notice and prior to the Optional Prepayment Date set forth
in such notice and payment of the aggregate Optional Prepayment Amount
shall be deducted from the principal amount of Notes which are
otherwise subject to prepayment pursuant to such notice.  If the
Borrower delivers an Optional Prepayment Notice and fails to pay the
Optional Prepayment Amount due to the Holders of the Notes within two
(2) business days following the Optional Prepayment Date, the Borrower
shall forever forfeit its right to redeem the Notes pursuant to this
Section 5.1.

                 5.2   Partial Call Option.  Notwithstanding anything to the
contrary contained in this Article V, in the event that the Average
Daily Price of the Common Stock, as reported by the Reporting Service,
for each day of the month ending on any Determination Date is below the
Initial Market Price, the Borrower may, at its option, prepay a portion
of the outstanding principal amount of the Notes equal to 104% of the
principal amount hereof divided by thirty-six (36) plus one month's
interest. The term "Initial Market Price" means shall mean the volume
weighted average price of the Common Stock for the five (5) Trading
Days immediately preceding the Closing which is $.32.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by its duly authorized officer this 27th Day of December, 2006.

CROSS ATLANTIC COMMODITIES, INC.



By: -----------------------------
    Michael Enemaerke
    Chief Executive Officer and President



<PAGE>23

EXHIBIT A

NOTICE OF CONVERSION
(To be Executed by the Registered Holder
in order to Convert the Notes)

                  The undersigned hereby irrevocably elects to convert
$____________ principal amount of the Note (defined below) into shares
of common stock, par value $.001 per share ("Common Stock"), of Cross
Atlantic Commodities, Inc., a Nevada corporation (the "Borrower")
according to the conditions of the convertible Notes of the Borrower
dated as of December 27, 2006 (the "Notes"), as of the date written
below.  If securities are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such
certificates.  No fee will be charged to the Holder for any conversion,
except for transfer taxes, if any.  A copy of each Note is attached
hereto (or evidence of loss, theft or destruction thereof).

                  The Borrower shall electronically transmit the Common Stock
issuable pursuant to this Notice of Conversion to the account of the
undersigned or its nominee with DTC through its Deposit Withdrawal
Agent Commission system ("DWAC Transfer").

Name of DTC Prime Broker:  _________________________
Account Number:  ___________________________________

                  In lieu of receiving shares of Common Stock issuable
pursuant to this Notice of Conversion by way of a DWAC Transfer, the
undersigned hereby requests that the Borrower issue a certificate or
certificates for the number of shares of Common Stock set forth below
(which numbers are based on the Holder's calculation attached hereto)
in the name(s) specified immediately below or, if additional space is
necessary, on an attachment hereto:

                  Name:  ______________________________________________
                  Address:  ___________________________________________

                  The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable to the undersigned
upon conversion of the Notes shall be made pursuant to registration of
the securities under the Securities Act of 1933, as amended (the
"Act"), or pursuant to an exemption from registration under the Act.

                  Date of Conversion:  ________________________________
                  Applicable Conversion Price:  _______________________
                  Number of Shares of Common
                    Stock to be Issued Pursuant to
                    Conversion of the Notes:  _________________________
                  Signature:  _________________________________________
                  Name:  ______________________________________________
                  Address:  ___________________________________________


<PAGE>24

The Borrower shall issue and deliver shares of Common Stock to an
overnight courier not later than three business days following receipt
of the original Note(s) to be converted, and shall make payments
pursuant to the Notes for the number of business days such issuance and
delivery is late.

	24