THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN
OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE
REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS.


                                  June 27, 2005


                                U.S. $1,133,481.19


GT 40 NORTH AMERICA, INC.
A Florida Corporation

                     FIVE PERCENT (5%) CONVERTIBLE PROMISSORY NOTE

                                     $1,133,481.19

DUE AUGUST 31, 2006

        THIS NOTE (a "Note") of GT 40 NORTH AMERICA, INC. a
corporation duly organized and validly existing under the laws of the
State of Florida, U.S.A. (the "Company") is designated a FIVE PERCENT
(5%) CONVERTIBLE PROMISSORY NOTE, due August 31, 2006, in an aggregate
principal face value for the Note of One Million One Hundred Thirty
Three Thousand Four Hundred Eighty One and 19/100 United States Dollars
(US$1,133,481.19).

	FOR VALUE RECEIVED, the Company promises to pay to:

	Commerce Street Venture Group, Inc.
	17322 Westfield Park Road, Suite 400
        Westfield, Indiana  46074

who is the registered holder hereof and its permitted successors and
assigns (the "Holder" or Holders"), the principal sum of One Million One
Hundred Thirty Three Thousand Four Hundred Eighty One and 19/100 United
States Dollars (US$1,133,481.19) on August 31, 2006 (the "Maturity
Date"), and (except as otherwise herein stated) to pay interest on the
principal sum outstanding, at the rate of five percent (5%) per annum
due and payable in yearly installments, in arrears, on August 31, 2005
and August 31, 2006. Accrual of interest on the outstanding principal
amount, payable in cash or Common Stock (defined hereinafter) at the
Holder's option, shall commence on the date hereof and shall continue
until payment in full of the outstanding principal amount has been made
or duly provided for. The interest so payable will be paid to the person
or entity in whose name this Note (or one or more predecessor Notes) is
registered on the records of the Company regarding registration and
transfers of the Note (the "Note Register"); provided, however, that the
Company's obligation to a transferee of this Note arises only if such
transfer, sale or other disposition is made in accordance with the terms
and conditions of that Securities Purchase Agreement of even date
herewith between the Company and the original Holder (the "Securities
Purchase Agreement").

	The principal of, and all interest on (if applicable), this Note
are payable in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts, at the address last appearing on the Note Register of the Company
as designated in writing by the Holder hereof from time to time. The
Company will pay the outstanding principal of and any and all accrued
and unpaid interest due upon this Note on the Maturity Date, less any
amounts required by law to be deducted or withheld, to the record Holder
of this Note as of the fifth business day (as defined in the Securities
Purchase Agreement) prior to the Maturity Date and addressed to such
Holder at the last address appearing on the Note Register. The
forwarding of such funds shall constitute a payment of outstanding
principal and interest hereunder and shall satisfy and discharge the
liability for principal and interest on this Note to the extent of the
sum represented by such payment plus any amounts so deducted or
withheld. Interest may at the Company's option be paid in Common Stock,
with the number of shares of Common Stock to be delivered in payment of
such interest determined by taking the dollar amount of interest being
paid divided by the applicable Conversion Price (defined below).

This Note replaces the note in the amount of US $1,133,481.19 issued by
GT 40 North America, Inc. on April 11, 2005.  By execution herein below,
the parties to this Note agree that-

1.	any Notice of Conversion previously executed under the April 11,
2005 note is wholly rescinded, and

2.	the April 11, 2005 note is wholly voided and unenforceable.

	This Note is subject to the following additional provisions:

	1.	Withholding.	The Company shall be entitled to withhold
from all payments of principal or interest pursuant to this Note any
amounts required to be withheld under the applicable provisions of the
United States income tax or other applicable laws at the time of such
payments, but only to the extent so required.

	2.	Transfer/Exchange of Note; Registered Holder; Opinion of
Counsel; Legend.  This Note has been issued subject to investment
representations of the original purchaser hereof and may be transferred
or exchanged only in compliance with the Securities Act of 1933, as
amended (the "1933 Act") and applicable state securities laws. Prior to
due presentment for transfer of this Note, the Company and any agent of
the Company may treat the person in whose name this Note is duly
registered on the Company's Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company
nor any such agent shall be affected or bound by notice to the contrary.

	The Holder understands and acknowledges by its acceptance hereof
that except as provided in the Securities Purchase Agreement this Note
and the shares of common stock in the Company issuable upon conversion
thereof as herein provided ("Conversion Shares"), and any shares of
Common Stock payable as interest hereunder have not been and are not
being registered under the 1933 Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (a)
subsequently registered there under, or (b) the Holder shall have
delivered to the Company an opinion of counsel, reasonably satisfactory
in form, substance and scope to the Company, to the effect that the
securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration; (ii) any
sale of such securities made in reliance on Rule 144 promulgated under
the 1933 Act may be made only in accordance with the terms of said Rule
and further, if said Rule is not applicable, any resale of such
securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the 1933 Act) may require compliance with some
other regulation and/or exemption under the 1933 Act or the rules and
regulations of the United States Securities and Exchange Commission (the
"SEC") there under; and (iii) neither the Company nor any other person
is under any obligation to register such securities under the 1933 Act
or any state securities laws (other than pursuant to the terms of the
Securities Purchase Agreement) or to comply with the terms and
conditions of any exemption there under.

	Any Conversion Shares issued upon conversion of this Note, and if
applicable, any Common Stock issued in payment of interest as herein
provided, shall, if and only to the extent required by law, bear legends
in similar form to the legends set forth on the first page of this Note.

	3.	Conversion of Note into Common Stock; Redemption.
The Holder of this Note is entitled, at its option, at any time commencing on
the date first written above, to convert all or a portion of the original
principal face amount of this Note into shares of common stock in the
Company (defined herein as "Common Stock"), at a conversion price (the
"Conversion Price") for each share of Common Stock equal to Two ($2.00)
Dollars for each share received in any conversion.

	Any conversion of this Note shall be achieved by submitting to the
Company the fully completed form of conversion notice attached hereto as
Exhibit I (a "Notice of Conversion"), executed by the Holder of this
Note evidencing such Holder's intention to convert this Note or the
specified portion (as herein provided) hereof. A Notice of Conversion
may be submitted via facsimile to the Company at the facsimile number
for the Company provided in the Securities Purchase Agreement (or at
such other number as requested in advance of such conversion in writing
by the Company), and if so submitted the original Notice of Conversion
shall be delivered to the Company within two (2) business days
thereafter. The Company and the Holder shall each keep records with
respect to the portion of this Note then being converted and all
portions previously converted; upon receipt by the Holder of the
requisite Conversion Shares, the outstanding principal amount of the
Note shall be reduced by the amount specified in the Notice of
Conversion resulting in such Conversion Shares. The Company may from
time to time, but is not required to, instruct the Holder and the Holder
shall surrender this Note along with the Notice of Conversion for the
purposes of making a notation thereon as to the amount of principal
being converted, or of canceling this Note and issuing a new Note in the
same form with the principal amount of such Note reduced by the amount
converted. Such new or notated Note shall be delivered to the Holder
within five (5) business days after such Holder's surrender to the
Company. No fractional shares or scrip representing fractions of shares
will be issued on conversion, but the number of shares issuable shall be
rounded up to the nearest whole share. Accrued interest on the converted
portion of the Note shall be payable upon conversion thereof, in cash or
Common Stock at the Conversion Price, at the Company's option. The date
on which a notice of conversion is given (a "Conversion Date") shall be
deemed to be either the date on which the Company receives from the
Holder an original Notice of Conversion duly executed, or, if earlier,
the date set forth in such Notice of Conversion if the original Notice
of Conversion is received by the Company within two (2) business days
thereafter.

	In all cases, the Company shall deliver the Conversion Shares to
the Holder within five (5) business days after the Conversion Date with
respect to such Conversion Shares being delivered, and at the address
specified in the Notice of Conversion.

	At the Maturity Date, the remaining portion of this Note which
remains unconverted, if any, plus accrued interest shall be
automatically converted into shares of Common Stock as of the Maturity
Date, as if the Holder had converted the remaining portion of this Note
according to the provisions of this Section 3, with the Conversion Date
being equivalent in such event to the Maturity Date, as if the Holder
had provided the Company with a Notice of Conversion with respect to the
outstanding principal amount of this Note on the Maturity Date.

	Notwithstanding anything herein to the contrary, the Company
shall have the unequivocal right to redeem any unconverted portion of
this Note on the date which is one (1) year after the date of this
Note (the "Anniversary Date"), and, with the prior written consent of
the Holder, at any time thereafter prior to the Maturity Date, at a
price equal to the then outstanding principal amount of this Note. For
any redemption to be made pursuant to this paragraph, the Company
shall give to the Holder five (5) business days' written notice (a
"Redemption Notice") of its intention to so redeem the Note or a
portion thereof, assuming that the Holder has not faxed a Notice of
Conversion with respect to the Note (or portion thereof) sought to be
redeemed (in which case the Redemption Notice shall be null and void).
Upon notice of its intention to redeem the Note, the Company shall
immediately, but in any event within five (5) business days after
notice of its intention to so redeem is delivered, and on or before
the Anniversary Date (unless the Holder agrees in writing to a later
date), transfer the full redemption price to the Holder.
Notwithstanding anything herein to the contrary, the Company may not
redeem any portion of this Note with respect to which the Holder has
delivered a Notice of Conversion (via facsimile or otherwise) to the
Company prior to the Holder's receipt of a Redemption Notice.  Should
the Company not timely pay to the Holder the full redemption amount
described in this Note, then its redemption rights as described in
this paragraph shall be nullified, unless the Holder consents
otherwise in writing.

	4.	Obligations of the Company Herein are Unconditional.	No
provision of this Note shall alter or impair the obligation of the
Company, which obligation is absolute and unconditional, to repay the
principal amount of this Note at the time, place and rate herein stated.
This Note and all other Notes now or hereafter issued in replacement of
this Note on the same or similar terms are direct obligations of the
Company. This Note ranks at least equally with all other Notes now or
hereafter issued under the terms set forth herein.


	5.	Adjustments.   	In the event the Company, at any time while
all or any portion of this Note is outstanding, shall be consolidated
with or merged into any other corporation or corporations or shall
sell or lease all or substantially all of its property and business as
an entirety, then lawful provisions shall be made as part of the terms
of such consolidation, merger, sale or lease so that the holder of
this Note may thereafter receive in lieu of such Common Stock
otherwise issuable to such holder upon conversion of this Note, but at
the conversion rate which would otherwise be in effect at the time of
conversion, as hereinbefore provided, the same kind and amount of
securities or assets as may be issuable, distributable or payable upon
such consolidation, merger, sale or lease with respect to Common Stock
of the Company.

	6.	Reservation of Shares. 	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 this
Note, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all of the outstanding
principal amount, and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the
conversion of this Note, in addition to such other remedies as shall be
available to Holder, the Company will take such corporate action as may,
in the opinion of its counsel, be necessary to increase the number of
authorized but unissued shares of Common Stock to such number of shares
as shall be sufficient for such purposes, including without limitation,
using its best efforts to obtain the requisite stockholder approval
necessary to increase the number of authorized shares of the Company's
Common Stock.

	7.	Note Holder Not Deemed a Stockholder.	No Holder, as such, of
this Note shall be entitled (prior to conversion of this Note into
Common Stock, and only then to the extent of such conversion) to vote or
receive dividends or be deemed the holder of shares of the Company for
any purpose, nor shall anything contained in this Note be construed to
confer upon the Holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or
subscription rights, or otherwise, prior to the issuance to the holder
of this Note of the Conversion Shares which he or she is then entitled
to receive upon the due conversion of all or a portion of this Note.
Notwithstanding the foregoing, the Company will provide the Holder with
copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving
thereof to the stockholders.

        8.      No Limitation on Corporate Action.    No provisions of this
Note and no right or option granted or conferred hereunder shall in any
way limit, affect or abridge the exercise by the Company of any of its
corporate rights or powers to recapitalize, amend its Articles of
Incorporation, reorganize, consolidate or merge with or into another
corporation, or to transfer all or any part of its property or assets,
or the exercise of any other of its corporate rights and powers.

	9.	Representations of Holder.	Upon conversion of all or a
portion of this Note, the Holder shall confirm in writing, in a form
reasonably satisfactory to the Company, that the Conversion Shares so
purchased are being acquired solely for the Holder's own account and not
as a nominee for any other party, and that such Holder is an Accredited
Investor (as defined in Rule 501(a) of Regulation D promulgated under
the 1933 Act). The Company acknowledges that Holder's duly executed
certification on the Notice of Conversion is satisfactory confirmation
of the facts set forth in the immediately preceding sentence. If such
Holder cannot make such representations because they would be factually
incorrect, it shall be a condition to such Holder's conversion of all or
a portion of the Note that the Company receive such other
representations as the Company considers reasonably necessary to assure
the Company that the issuance of its securities upon conversion of the
Note shall not violate any United States or state securities laws.

	10.	Waiver of Demand, Presentment, Etc.  The Company hereby
expressly waives demand and presentment for payment, notice of
nonpayment, protest, notice of protest, notice of dishonor, notice of
acceleration or intent to accelerate, bringing of suit and diligence in
taking any action to collect amounts called for hereunder and shall be
directly and primarily liable for the payment of all sums owing and to
be owing hereunder, regardless of and without any notice, diligence, act
or omission as or with respect to the collection of any amount called
for hereunder.

        11.     Attorney's Fees.   The Company agrees to pay all costs and
expenses, including without limitation reasonable attorney's fees, which
may be incurred by the Holder in collecting any amount due under this
Note or in enforcing any of Holder's conversion rights as described
herein, if the Holder is required to pursue legal action to so collect
or enforce its rights described herein, and is successful in such legal
action.

        12.     Default.   If one or more of the following described "Events
of Default" shall occur:

	(a)	The Company shall continue in default in the payment of
principal or interest on this Note for a period of ten (10) days
after a notice of default is received by the Company with respect
to any such payment, or the Company shall not timely honor any
Notice of Conversion as specified herein and in the Securities
Purchase Agreement; or

	(b)	Any of the representations or warranties made by the Company
herein, or in any certificate or financial or other written
statement heretofore or hereafter furnished by or on behalf of the
Company in connection with the execution and delivery of this Note
shall be false or misleading in any material respect at the time
made and the Holder shall have provided seven (7) days prior
written notice to the Company of the alleged misrepresentation or
breach of warranty and the same shall continue uncured for a
period of seven (7) days after such written notice from the
Holder; or

	(c)	The Company shall fail to perform or observe, in any material
respect, any other covenant, term, provision, condition, agreement
or obligation of the Company under this Note for a period of seven
(7) days after written notice from the Holder of such failure; or

	(d)	The Company shall either:  (i) become insolvent; (ii) admit
in writing its inability to pay its debts generally or as they
become due; (iii) make an assignment for the benefit of creditors
or commence proceedings for its dissolution; or (iv) apply for, or
consent to the appointment of, a trustee, liquidator, or receiver
for its or for a substantial part of its property or business; or

	(e)	A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business
without the Company's consent and such appointment is not
discharged within sixty (60) days after such appointment; or

	(f)	Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial portion
of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or

	(g)	Any money judgment, writ or Note of attachment, or similar
process in excess of Two Hundred Thousand United States Dollars
(US$200,000.00) in the aggregate shall be entered or filed against
the Company or any of its properties or assets and shall remain
unpaid, unvacated, unbonded or unstayed for a period of fifteen
(15) days or in any event later than five (5) days prior to the
date of any proposed sale hereunder (this paragraph shall not
include a civil action filed against the Company that is not
reduced to judgment); or

	(h)	Bankruptcy, reorganization, insolvency 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 Company and, if instituted against the Company, shall
not be dismissed within sixty (60) days after such institution or
the Company shall by any action or answer approve of, consent to,
or acquiesce in any such proceedings or admit the material
allegations of, or default in answering a petition filed in, any
such proceeding; or

	(i)	The Company shall have received a notice of default on the
payment of any debt(s) aggregating in excess of Two Hundred
Thousand United States Dollars (US$200,000.00) beyond any
applicable grace period;

then, or at any time thereafter, and in any and every such case, unless
such Event of Default shall have been waived in writing by the Holder
(which waiver in one instance shall not be deemed to be a waiver in
another instance or for any other prior or subsequent Event of Default)
at the option of the Holder and in the Holder's sole discretion, the
Holder may immediately accelerate the maturity hereof, whereupon all
principal and interest hereunder shall be immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived by the Company, anything herein or in any
Note or other instrument contained to the contrary notwithstanding, and
the Holder may immediately, and upon the expiration of any period of
grace, enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law or equity.

	13.	Note a General Unsecured Obligation of the Company.   This
Note represents a general unsecured obligation of the Company. No
recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based thereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer,
director, or agent of the Company or any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

	14.	Enforceability.	    In case any provision of this Note is
held by a court of competent jurisdiction to be excessive in scope or
otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the
maximum extent possible, and the validity and enforceability of the
remaining provisions of this Note will not in any way be affected or
impaired thereby.

	15.	Entire Agreement.	This Note and Exhibit I attached
hereto, the Securities Purchase Agreement and the Exhibits attached
thereto and the Exhibits attached thereto (if any) constitute the full
and entire understanding between the Company and the Holder with respect
to the subject matter hereof and thereof. Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the Company and the Holder.

	17.	Governing Law.	This Note shall be governed by and construed
in accordance with the laws of the state of Indiana without giving
effect to applicable principles of conflict of law.

	18.	Headings.	Headings in this Note are for convenience only,
and shall not be used in the construction of this Note.

	IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by an officer thereunto duly authorized, all as of the
date first hereinabove written.

					GT 40 NORTH AMERICA, INC.



					By: ___________________________
                                            John G. Pendl, Controller



					COMMERCE STREET VENTURE GROUP, INC.




					By: ___________________________
                                            Lowell G. Hancher, Jr., President





                                   EXHIBIT I

	NOTICE OF CONVERSION

	(To Be Executed by the Registered Holder in Order to Convert the Note)

        The Undersigned hereby irrevocably elects to convert $
of the FIVE PERCENT (5%) CONVERTIBLE PROMISSORY NOTE into shares of
Common Stock of GT 40 NORTH AMERICA, INC.  (the "Company"), according
to the terms and conditions set forth in such Note, as of the date
written below. If securities are to be issued to a person other than the
Undersigned, the Undersigned agrees to pay all applicable transfer taxes
with respect thereto.

	The Undersigned represents that it, as of this date, is an
"accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated by the SEC under the 1933 Act.

	The Undersigned also represents that the Conversion Shares are
being acquired for the Holder's own account and not as a nominee for any
other party. The Undersigned represents and warrants that all offers and
sales by the Undersigned of the Conversion Shares shall be made pursuant
to registration of the same under the 1933 Act, or pursuant to an
exemption from registration under the 1933 Act. The Undersigned
acknowledges that the Conversion Shares shall if (and only if) required
by law contain the legend contained on page 1 of the Note.


Conversion Date:* _____________________

Applicable Conversion Price:  ONE SHARE PER EACH $2.00 OF THE NOTE
CONVERTED (THIS CONVERSION PRICE SHALL ALSO APPLY TO ANY INTEREST
HOLDER(S) ELECT TO CONVERT INTO COMMON SHARES)

Number of Shares to be delivered: ____________________________________

Holder (Print True Legal Name): ______________________________________


________________________________
Signature of Holder

             Address of Holder:  ____________________________
                                 ____________________________
                                 ____________________________


* This original Notice of Conversion must be received by the Company by
the second business day following the Conversion Date.