CASDIM INTERNATIONAL SYSTEMS INC.


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                          10% Convertible Secured Note









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<PAGE>



THIS  CONVERTIBLE  10% SECURED  NOTE HAS NOT BEEN,  AND WILL NOT BE,  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR THE LAWS OF
ANY STATE OR ANY OTHER  JURISDICTION,  AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED  STATES,  EXCEPT IN CERTAIN  TRANSACTIONS  EXEMPT  FROM THE  REGISTRATION
REQUIREMENTS OF THE 1933 ACT.



$100,000                                                                  No.___



                        CASDIM INTERNATIONAL SYSTEMS INC.

                          10% Convertible Secured Note


     1. FOR VALUE  RECEIVED,  CASDIM  INTERNATIONAL  SYSTEMS INC., a corporation
duly  organized  and  existing  under  the laws of the State of  Delaware,  with
offices at 150 East 58th  Street,  New York,  New York  10155  (the  "Company"),
hereby  promises to pay to the order of [Frank Brosen,  whose address is 63 East
Field Drive,  Bedford,  New York 10506], or his registered assigns  (hereinafter
termed the  "Registered  Holder"),  the  principal  sum of One Hundred  Thousand
dollars  ($100,000),  with  interest  thereon  from the date of this  note  (the
"Note") in like money at the rate of ten  percent  (10%) per annum on the unpaid
balance of this Note until  paid.  Subject  to Section 4 herein,  principal  and
interest shall be payable on the Maturity Date,  which shall be January 5, 1999.
The principal  payment shall be reduced by that portion of the principal  amount
of the Note  previously  converted  into Common  Stock,  $.01 par value,  of the
Company (the "Common Stock").

     2. Payment; No Prepayment.  Principal and interest shall be payable at such
address as the Registered Holder shall have designated to the Company in writing
at least fifteen (15) business days prior to the Maturity Date, in lawful tender
of the United  States.  No payment of the  principal of the Note or the interest
thereon may be made prior to maturity by the Company  without the consent of the
Registered Holder.

     3. Issuance of the Note. This Note has been issued the Company  pursuant to
authorization  of the Board of Directors of the Company (the "Board") and issued
pursuant to a letter agreement (the "Agreement") by and among the Company and  .

     4.  Conversion  and  Redemption.  At the  option of the  Registered  Holder
hereof,  the unpaid  principal  amount of this Note may,  upon  execution of the
Conversion  Form  attached  hereto and the surrender of this Note to the Company
for  conversion,  be convertible  in increments of $25,000.00  from the 90th day
from the date of issuance of this Note (the

                                                  



<PAGE>



"Conversion Date") into fully paid nonassessable  shares of the Common Stock, at
an initial conversion price (the "Conversion  Price") of 20% below the price per
share  which is the  average  of the  closing  bid price per share of the Common
Stock on the  Nasdaq  Bulletin  Board  for the five  trading  days  prior to the
Conversion Date (the "Market Price"). After the 180th day and until the due date
of this Note, the conversion  price shall be adjusted to 30% below Market Price.
If the Market Price is less than $.50,  the Note shall be  convertible  at a 50%
discount to the closing bid price for the Common Stock for the five trading days
before the Conversion Date. If the Common Stock shall not have traded on any day
within the aforesaid  five trading  days,  the closing bid price for such day as
reported by Nasdaq Bulletin Board shall be deemed to be the closing bid price on
such day. All accrued interest payable on the Note for which Conversion has been
requested  shall be payable in Common Stock at the Conversion  Price.  Notice of
Conversion  may be given,  at any time after 90 days from the date  hereof.  The
Registered  Holder may not  exercise  his  conversion  rights to the extent such
conversion  would cause the  Registered  Holder to be the owner of 5% or more of
the Company's outstanding Common Stock.

     No fractional  shares of Common Stock shall be issued upon Conversion.  The
Registered  Holder  expressly  waives his rights to receive a certificate  for a
fractional share.

     If less than all of the  unpaid  principal  amount  evidenced  by this Note
shall be  converted,  the Company  will,  upon such  exercise of the  conversion
privilege, execute and deliver to the Registered Holder hereof a new Note (dated
the date hereof)  evidencing the remaining amount of principal and interest then
owing.  Conversions  may be effected only into full shares and no fractions of a
share of Common Stock shall be issuable  upon  conversion.  The shares of Common
Stock  deliverable  upon  conversion  of the  Note  shall  be  delivered  to the
Purchasers within three business days of the Conversion Date.

     Before the  Registered  Holder of the Note shall be entitled to convert the
same into shares of Common Stock, he shall surrender the Note, duly endorsed, at
the office of the Company  and shall give  written  notice by mail or  overnight
courier,  postage prepaid,  to the attention of its President at such office, of
the  election to convert  the same and shall state  therein the name or names in
which the  certificate  or  certificates  for  shares of Common  Stock are to be
issued. The Company shall, as soon as practicable thereafter,  issue and deliver
at such  office  to such  Registered  Holder  of the Note or to the  nominee  or
nominees of such Registered Holder, a certificate or certificates for the number
of shares of Common Stock to which such  Registered  Holder shall be entitled as
aforesaid.  Such conversion shall be deemed to have been made immediately  prior
to the close of  business  on the  Conversion  Date,  and the  person or persons
entitled to receive the shares of Common  Stock  issuable  upon such  conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date.

     5. Conversion.  (i) The issuance of certificates for shares of Common Stock
upon  conversion  of the Note  shall be made  without  charge to the  Registered
Holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any

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certificate in a name other than that of the Registered Holder of the Note which
are being converted.

          (ii) The  Company  will at no time  close  its  stock  transfer  books
     against the transfer of any shares of Common Stock issued or issuable  upon
     the conversion of the Note in any manner which  interferes  with the timely
     conversion of such Note, except as may otherwise be required to comply with
     applicable securities laws.

          (iii) As used in this Note,  the term  "Common  Stock"  shall mean the
     Company's authorized Common Stock, par value $.01 per share, which shall be
     the only class of common stock  outstanding  on and prior to the Conversion
     Date.

          (iv)  The  Company  will  not,  by  amendment  of its  Certificate  of
     Incorporation or By-Laws or through any  reorganization,  recapitalization,
     transfer of assets,  consolidation,  merger, dissolution,  issue or sale of
     securities  or any  other  voluntary  action,  avoid or seek to  avoid  the
     observance or  performance  of any of the terms to be observed or performed
     hereunder by the Company, but will at all times in good faith assist in the
     carrying  out of all the  provisions  of this Note and in the taking of all
     such  action as may be  necessary  or  appropriate  in order to protect the
     conversion rights of the Registered Holder of the Note against impairment.

          (v) In the  event of any  taking  by the  Company  of a record  of the
     holders  of any class of  securities  for the  purpose of  determining  the
     holders thereof who are entitled to receive any dividend (other than a cash
     dividend) or other  distribution,  any right to subscribe for,  purchase or
     otherwise  acquire any shares of stock of any class or any other securities
     or property,  or to receive any other right,  the Company shall mail to the
     Registered  Holder  of the Note,  at least ten (10) days  prior to the date
     specified therein, a notice specifying the date on which any such record is
     to be taken for the purpose of such dividend,  distribution  or right,  and
     the amount and character of such dividend, distribution or right.

          (vi) The Company shall at all times reserve and keep  available out of
     its authorized but unissued shares of Common Stock,  solely for the purpose
     of  effecting  the  conversion  of the Note,  such  number of its shares of
     Common  Stock  as shall  from  time to time be  sufficient  to  effect  the
     conversion  of all  outstanding  Note;  and if at any  time the  number  of
     authorized  but unissued  shares of Common Stock shall not be sufficient to
     effect  the  conversion  of the Note in full,  in  addition  to such  other
     remedies as shall be available to the  Registered  Holder of the Note,  the
     Company will take such corporate action as may be necessary to increase its
     authorized but unissued  shares of Common Stock to such number of shares as
     shall be sufficient for such purposes.

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     Notwithstanding anything contained herein to the contrary, no adjustment of
the Conversion  Price shall be made by reason of the issuance of shares pursuant
to the  acquisition by the Company of all or  substantially  all of the stock or
assets of any other corporation or corporations.

     6. Taxes.  The issuance of stock  certificates  upon the conversion of this
Note shall be made without  charge to the  converting  Registered  Holder of the
Note for any tax with respect to such issue. The Company shall not, however,  be
required  to pay any tax which  may be  payable  with  respect  to any  transfer
involved in the  issuance and delivery of stock in a name other than that of the
Registered  Holder of the converted  Note; and the Company shall not be required
to issue or deliver any stock certificate unless and until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of any
such tax or shall have  established to the satisfaction of the Company that such
tax has been paid.

     7.  Security.  In order  to  secure  the due and  punctual  payment  of the
principal  of and  interest on this Note  payable by the Company when and as the
same  shall  be due  and  payable,  whether  at  maturity,  by  acceleration  or
otherwise,  according to the terms of this Note, Mr. Yehuda Shimshon,  President
of the Company, has granted the Registered Holder a security interest in 400,000
shares of Common Stock of the Company owned by him.

     8. Guarantee. Mr. Yehuda Shimshon, in order to induce the Registered Holder
to purchase this Note shall  guarantee the payment of interest and principal due
on this Note.

     9. No Rights as Stockholder.  The Registered Holder of this Note shall not,
by  reason  of the  ownership  or  possession  of this  Note,  have  any  rights
whatsoever as a  stockholder  of the Company,  or any other rights,  whatsoever,
except as stated in the Note.

     10.  Limitation on Certain Corporate Acts. The Company hereby covenants and
agrees  that upon any  consolidation  or merger or upon the  transfer  of all or
substantially all of the property or assets of the Company, the due and punctual
payment of the principal  and interest on all the Note  according to their tenor
and the due and punctual performance and observance of all the terms,  covenants
and  conditions  of the Note to be kept and  performed  by the Company  shall be
expressly assumed by the corporation formed by such consolidation, or into which
the Company  shall have merged or by the  purchaser of such  property or assets;
and  such  assumption   shall  be  an  express   condition  of  such  merger  or
consolidation agreement or agreement for the transfer of property or assets.

     11. Covenants.  (a) The Company will pay all taxes,  assessments and govern
mental  charges  lawfully  levied or assessed upon it, its property and any part
thereof, and upon its income or profits,  and any part thereof,  before the same
shall  become  delinquent;  and will duly  observe,  and  conform to, all lawful
requirements of any governmental  authority relative to any of its property, and
all covenants,  terms and conditions  upon or under which any of its property is
held;  provided  that  nothing in this  Section 11 shall  require the Company to
observe

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<PAGE>



or conform to any requirement of governmental  authority or to pay any such tax,
assessment  or  governmental  charges so long as the validity  thereof  shall be
contested  in good faith;  and provided  further  that the Company  shall not be
required to pay any such taxes,  assessments or charges,  if, in the judgment of
the Board, such payment shall not be in the best interests of the Company in the
conduct of its business.

     (b) Subject to the other  provisions of this Note, the Company at all times
will  maintain its  corporate  existence  and right to carry on its business and
duly  procure all  necessary  renewals and  extensions  thereof and use its best
efforts to maintain,  preserve and renew all its rights, powers,  privileges and
franchises;  provided, however, that nothing herein contained shall be construed
to prevent the Company from ceasing or omitting to exercise any rights,  powers,
privileges or franchises  which, in the judgment of the Board,  can no longer be
profitably exercised, nor to prevent the consolidation, merger or liquidation of
any subsidiary or subsidiaries of the Company with or into the Company.

     12.  Events  of  Default.  In case one or more of the  following  events of
default shall have occurred:

          (i)  default  in the due and  punctual  payment  of  interest  upon or
     principal  of any of the Note as and when the same  becomes due and payable
     either at maturity, or otherwise; or

          (ii)  failure to deliver  the shares of Common  Stock  required  to be
     delivered upon  conversion of Note which have been presented for conversion
     within three business days of the Conversion Date.

          (iii)  failure on the part of the  Company  duly to observe or perform
     any  other  of the  covenants  or  agreements  on the  part of the  Company
     contained  in the  Note  or to  cure  any  material  breach  in a  material
     representation  contained in the Agreement for a period of forty-five  (45)
     days after the date on which written  notice of such failure  requiring the
     same to be remedied has been given by a  Registered  Holder to the Company;
     or

          (iv) a decree or order by a court having  jurisdiction in the premises
     has been  entered  adjudging  the  Company  a  bankrupt  or  insolvent,  or
     approving  a  petition  seeking  reorganization  of the  Company  under any
     applicable  bankruptcy  law or code and such decree or order has  continued
     undischarged  or unstayed  for a period of sixty (60) days;  or a decree or
     order of a court, having jurisdiction in the premises,  for the appointment
     of a receiver  or  liquidator  or  trustee or  assignee  in  bankruptcy  or
     insolvency of the Company or of all or  substantially  all of its property,
     or for the winding-up or liquidation of its affairs,  has been entered, and
     has remained in force  undischarged  or unstayed for a period of sixty (60)
     days; or

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          (v) the Company  institutes  proceedings to be adjudicated a voluntary
     bankrupt,  or consents to the filing of a bankruptcy proceeding against it,
     or files a  petition  or answer or  consent  seeking  reorganization  under
     applicable  law, or  consents to the filing of any such  petition or to the
     appointment  of  a  receiver  or  liquidator  or  trustee  or  assignee  in
     bankruptcy  or  insolvency  of it or of  all  or  substantially  all of its
     property, or makes an assignment for the benefit of creditors, or admits in
     writing its inability to pay its debts generally as the become due;

then,  and in each and every such case, so long as such event of default has not
been  remedied and unless the  principal of the Note has already  become due and
payable, the Registered Holder of the Note, by notice in writing to the Company,
may declare the  principal  of all the Note then  outstanding  and the  interest
accrued  thereof,  if  not  already  due  and  payable,  to be due  and  payable
immediately,  and upon any such  declaration  the same shall become and shall be
immediately  due  and  payable,   anything  herein  contained  to  the  contrary
notwithstanding.  Notwithstanding  the above,  the Company shall have a five-day
period to cure a default pursuant to subsections (i) and (ii) hereof


     13.  Exemption  From  Registration   Under  the  Securities  Act  of  1933;
          Registration Requirements and Penalty

     (a) The Registered Holder of this Note, by acceptance  hereof,  agrees that
this Note and the shares of Common Stock  issuable upon  conversion  hereof have
been and will be acquired for investment and not with a view to  distribution or
resale, and that neither this Note, nor any such shares,  will be transferred or
disposed  of  except in  accordance  with the  requirements  of the 1933 Act (as
hereinafter  defined),  and then  existing  rules  and  regulations  promulgated
thereunder.  The Note and the shares of Common Stock of the Company  issued upon
the  conversion of any of the Note into Common Stock of the Company shall not be
transferable  except upon the  conditions  specified  in this  Section 12, which
conditions are intended to effect compliance with the provisions of the 1933 Act
in respect of the  transfer of any Note or of any such shares of Common Stock of
the Company.

     (b) As used in  this  Section  12,  the  following  terms  shall  have  the
following respective meanings:

          "1933 Act"  shall  mean the  Securities  Act of 1933,  or any  similar
     federal   statute,   and  the  rules  and  regulations  of  the  Commission
     thereunder, all as the same shall be in effect at the time.

          "Transfer"  shall include any  disposition of any Note or of any share
     of Common Stock or of any interest in either thereof which would constitute
     a sale thereof within the meaning of the 1933 Act.

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     (c) Each  certificate for Common Stock issuable upon conversion of the Note
shall (unless  otherwise  permitted by the provisions of subsections (d) and (f)
hereof) be stamped or otherwise  imprinted  with a legend in  substantially  the
following form:


                  "THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
                  SUBJECT TO THE  CONDITIONS  SPECIFIED  IN THE 10%  CONVERTIBLE
                  SECURED  NOTE DUE  JANUARY  5,  1999 OF  CASDIM  INTERNATIONAL
                  SYSTEMS INC. THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED OR THE  SECURITIES LAW OF ANY OTHER  JURISDICTION.  NO
                  DISPOSITION  OF SUCH  SECURITIES  OR ANY  SHARES  ISSUED  UPON
                  CONVERSION  OR  EXERCISE  OF THE  SECURITIES  MAY BE  EFFECTED
                  UNLESS  REGISTERED UNDER SUCH ACT OR UNLESS SUCH  DISPOSITION,
                  IN THE  OPINION  OF COUNSEL  TO THE  COMPANY,  IS EXEMPT FROM
                  REGISTRATION THEREUNDER."

     (d) The  Company  agrees  at its sole  expense  to (i)  file the  requisite
registration  statement  under  the 1933 Act with the  Securities  and  Exchange
Commission  with  respect  to the  resale  of the  Common  Stock  issuable  upon
conversion  of the Note,  and use its best  efforts to cause  such  registration
statement to become  effective  prior to March 30,  1998;  (ii) prepare and file
with the Securities and Exchange  Commission  such amendments and supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such registration  statement  effective for a period of
nine months and to comply with the  provisions  of the 1933 Act with  respect to
the disposition of all securities  covered by such registration  statement until
such time;  (iii) not file any  amendment  or  supplement  to such  registration
statement or prospectus to which any such seller shall have reasonably  objected
on the grounds that such amendment or supplement does not comply in all material
respects with the  requirements  of the 1933 Act or of the rules or  regulations
thereunder,  having been  furnished  with a copy thereof at least five  business
days prior to the filing  thereof;  and (iv)  otherwise  use its best efforts to
comply with all applicable  rules and regulations of the Securities and Exchange
Commission,  including the rules and  regulations  relating to filings under the
Securities Exchange Act of 1934.

     (e) If the Registration Statement referred to in clause (d)(i) above is not
declared  effective by June 30, 1998 the Registered  Holder shall be entitled to
receive  $5,000.00  per month in cash or shares of Common  Stock valued at a 30%
discount to the Market  Price,  the term of which payment shall be at the option
of the Company (the "Penalty  Payment").  Such Penalty Payment shall continue if
the Registration Statement is not declared effective until

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the due date of this Note.  This  issuance of such  additional  shares shall not
relieve  the  Company  from using its best  efforts to cause the  aforementioned
registration statement to be declared effective.

     (f) To the  extent  a  Registration  Statement  is  not  in  effect  on the
Conversion  Date,  the  holder  of each Note and each  certificate  representing
Common  Stock by  acceptance  thereof  agrees,  prior to any  proposed  transfer
thereof,  to give written  notice to the Company of such  holder's  intention to
effect  such   transfer.   Each  such  notice  shall  describe  the  manner  and
circumstances of the proposed transfer in sufficient detail and shall contain an
undertaking by the person giving such notice to furnish such further information
as may be  required  to enable  counsel  for the  Company to render the  opinion
referred to below.  Promptly upon  receiving any such notice,  the Company shall
submit  copies  thereof to its counsel and shall use its best  efforts to obtain
the  opinion  hereafter  referred  to as promptly  as  possible.  Such  proposed
transfer  may be effected  only if, in the opinion of counsel for the Company or
other counsel reasonably  satisfactory to the Company, the proposed transfer may
be  effected  without  registration  under  the 1933 Act (and  applicable  state
securities  or Blue Sky  laws) of such Note and the  related  Common  Stock.  If
counsel is of the opinion that the transfer may be effected,  the Company  shall
promptly  notify the holder of such Note or Common  Stock to that  effect.  Each
certificate  evidencing the shares of Common Stock thus to be  transferred  (and
each certificate evidencing any  untransferred  balance of the shares of Common
Stock)  shall bear the  restrictive  legend set forth in  subsection  (c) hereof
unless in the opinion of counsel for the Company  such legend is not required by
the applicable  provisions of the 1933 Act (and applicable  state  securities or
Blue Sky laws).

     14.  Indemnification  by the Company.  The Company  agrees to indemnify and
hold harmless each Registered Holder whose shares of Common Stock are covered by
a registration statement,  its officers,  directors and agents, and each person,
if any, who controls such Registered  Holder within the meaning of Section 15 of
the  Securities  Act or Section 20 of the  Securities  Exchange Act of 1934 (the
"1934 Act") from and against any and all losses, claims, damages and liabilities
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained in any registration  statement or prospectus relating to the shares of
Common Stock (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary  prospectus,  or caused by
any omission or alleged omission to state therein a material fact required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except insofar as such losses,  claims, damages or liabilities are caused by any
such untrue  statement or omission or alleged untrue statement or omission based
upon information  furnished in writing to the Company by such Registered  Holder
or on such  Registered  Holder's  behalf  expressly  for use therein;  Provided,
however, that with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus,  or in any prospectus,
as the case may be, the indemnity  agreement  contained in this paragraph  shall
not apply to the extent that any such loss, claim, damage,  liability or expense
results from the fact that a current copy of the prospectus  (or, in the case of
a prospectus,  the prospectus as amended or supplemented)  was not sent or given
to the person

                                      -8-



<PAGE>



asserting any such loss, claim, damage,  liability or expense at or prior to the
written confirmation of the sale of the shares of Common Stock concerned to such
person if it is determined  that the Company had provided such prospectus and it
was the  responsibility  of such Registered Holder to provide such person with a
current copy of the prospectus (or such amended or supplemented  prospectus,  as
the case may be) and such  current  copy of the  prospectus  (or such amended or
supplemented prospectus,  as the case may be) would have cured the defect giving
rise to such loss, claim, damage, liability or expense.

     15.  Indemnification  by Registered  Holder.  The  Registered  Holder whose
Shares are included in any  registration  statement  agrees,  severally  but not
jointly, to indemnify and hold harmless the Company, its officers, directors and
agents and each person,  if any, who controls the Company  within the meaning of
either  Section  15 of the  Securities  Act or Section 20 of the 1934 Act to the
same  extent as the  foregoing  indemnity  from the  Company to such  Registered
Holder,  but only (i) with respect to  information  furnished in writing by such
Registered Holder or on such Registered Holder's behalf, in each case, only with
respect to information  concerning such Registered Holder,  expressly for use in
any registration statement or prospectus relating to the shares of Common Stock,
or any amendment or supplement thereto, or any preliminary  prospectus,  or (ii)
to the extent that any loss,  claim,  damage,  liability or expense described in
the prior  section  results from the fact that a current copy of the  prospectus
(or, in the case of a prospectus, the prospectus as amended or supplemented) was
not  sent or  given to the  person  asserting  any  such  loss,  claim,  damage,
liability or expense at or prior to the written  confirmation of the sale of the
shares of Common Stock  concerned to such person if it is determined that it was
the  responsibility  of such  Registered  Holder to provide  such  person with a
current copy of the prospectus (or such amended or supplemented  prospectus,  as
the case may be) and such  current  copy of the  prospectus  (or such amended or
supplemented prospectus,  as the case may be) would have cured the defect giving
rise to such loss, claim, damage, liability or expense.

     16.  Transferability.  This Note is  transferable  only in  writing  by the
Registered Holder hereof, in person or by his duly authorized  attorney,  on the
register of the Company  maintained at its offices in New York,  New York, or at
such other  place in the State of New York as the  Company  may  specify by five
business days prior written notice to the holder. The Company may deem and treat
the person in whose name this Note is registered  as the absolute  owner hereof,
for the purpose of  receiving  payment of the  principal  thereof  and  interest
hereon,  whether or not the same shall be  overdue,  and for all other  purposes
whatsoever,  including but without limitation, the giving of any written notices
required  hereunder,  and the Company shall not be affected by any notice to the
contrary.

     17.  Non-Recourse.  Except as  provided  in  Sections  7 and 8  hereof,  no
recourse  shall be had for the payment of the  principal  of or the  interest on
this Note or any part  hereof,  or for any claim based  hereon or  otherwise  in
respect  hereof,  or  of  the  indebtedness   represented  hereby,  against  any
incorporator, stockholder, officer or director, as such, past, present or future
of the Company either  directly or through the Company  whether by virtue of any
constitutional  provision,  statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise;

                                       -9-



<PAGE>



all  liability,  if any,  of  that  character  against  any  such  incorporator,
stockholder,  officer or director being by the acceptance  hereof and as part of
the consideration for the issue hereof, expressly waived and released.

     18.  Acceptance  by Holder.  This Note is subject to all of the  covenants,
conditions,  rights,  limitations and other provisions  stated herein, to all of
which the holder and each  successive  holder  hereof by  acceptance of any Note
assents.

     19. Amendments and Modifications.  Changes in or additions to this Note may
be made, and compliance  with any covenant or condition  herein set forth may be
omitted only if the Company shall obtain the written consent from the Registered
Holder of the Note.

     20.  Non-Waivers.  Neither  any  failure  nor any  delay on the part of the
Registered  Holder of this Note in  exercising  any right,  power,  or privilege
hereunder  shall  operate as a waiver of any rights of any  holder  hereof,  nor
shall a single or partial  exercise of any right  preclude  any other or further
exercise of any other right, power of privilege accorded to any holder hereof.

     21.  Attorney's  Fees. If this Note shall not be paid when due and shall be
placed  by  the  Registered  Holder  hereof  in the  hands  of an  attorney  for
collection,  through legal proceedings or otherwise or if this Note shall not be
converted  into shares of Common Stock on the  Conversion  Date,  subject to the
provisions  of  Section 4 hereof,  and an action is  brought  by the  Registered
Holder with respect thereto,  the Company shall pay a reasonable  attorney's fee
to the Registered  Holder hereof together with reasonable  costs and expenses of
collection or  enforcement  incurred in connection  with any such action. 

     22. Specific Performance.  The Company expressly agrees that the Registered
Holder will be irreparably damaged and will not have adequate remedies at law if
the Company does not perform its  obligations  under the Note.  Upon a breach of
the terms or covenants of this Note by the Company, the Registered Holder shall,
each in addition to all other remedies, be entitled to obtain injunctive relief,
and an order for specific performance of the Company's obligations hereunder.

     23.  Interpretation.  This Note is made and  delivered  in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such state without giving effect to conflict of laws and principles.

     24.  Governing  Law.  The  Note  shall  be  governed  by and  construed  in
accordance with the laws of the State of New York without regard to the conflict
of laws principles thereof.

     25.  Headings.  The  headings  contained  in this  Note  are for  reference
purposes only and shall not affect the meaning or interpretation of this Note.


                                      -10-



<PAGE>



     IN WITNESS WHEREOF,  Casdim International Systems Inc. has caused this Note
to be executed by its President and its  Assistant  Secretary,  this 17th day of
March 1998.


                                            CASDIM INTERNATIONAL SYSTEMS INC.



                                            By  /s/Yehuda Shimshon
                                                ------------------   
                                                Yehuda Shimshon, President

Guaranteed by:


/s/Yehuda Shimshon
------------------
Yehuda Shimshon, individually





                                      -11-



<PAGE>



                                     NOTICE

The conversion  form  appearing  below should only be executed by the Registered
Holder  desiring  to  convert  all or part of the  principal  amount of the Note
attached hereto [in increments of $25,000].

                                 CONVERSION FORM


                                                      DATE:___________

TO:      CASDIM INTERNATIONAL SYSTEMS INC.
         150 East 58th Street
         New York, New York  10155

     The undersigned  hereby  exercises the conversion  privilege upon the terms
and  conditions  set forth in this Note, to the extent of the maximum  number of
shares of Common Stock issuable  pursuant to the terms of Section 4 of the Note,
and  accordingly,  authorizes  the  Company to apply $  principal  amount of the
attached  Note to payment in full for such shares.  Please  register such shares
and make delivery thereof as follows:

         Register in Name of (Giving First or Middle Name in Full)

         Name_____________________________________________________
                                    (Please Print)

         Address__________________________________________________



                              DELIVERY INSTRUCTIONS

         To be completed ONLY if Certificates are to be mailed to other than the
Registered Holder.

         Name_____________________________________________________
                                    (Please Print)

         Address__________________________________________________

Signature____________________________

Address:__________________________________________________________

                                      -12-



<PAGE>


                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
_______________  the within Note and all rights  thereunder,  hereby irrevocably
authorizing the Company to transfer said Note on the books of the Company,  with
full power of substitution in the premises.

Dated:  _______________________


                                 _______________________________________________


In the presence of:


_______________________________














                                      -13-