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.


                              DATE: JANUARY 29, 2002


                                                      U.S.  $___________


                          CREATIVE HOST SERVICES, INC.


                         CONVERTIBLE  PROMISSORY  NOTE
                              DUE DECEMBER 31, 2006

     FOR VALUE RECEIVED, the Company promises to pay to _______________________,
the  registered  holder  ("Holder")  hereof  and its successors and assigns (the
"Holder"),  the  principal  sum  of  ________________  Dollars ($___________) on
December  31,  2006  (the "Maturity Date"), and to pay interest on the principal
sum  outstanding,  at the rate of nine percent (9%) per annum due and payable in
quarterly  installments  in  arrears,  on  March  31,  June 30, September 30 and
December  31  of  each  year  during  the term of this Note, with the first such
payment  to be made on December 31, 2001. 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 in whose name
this Note is registered on the records of the Company regarding registration and
transfers  of  the  Note  (the  "Note  Register").

     The  principal  of,  and interest on, 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 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 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  average  of  the closing bid prices for the Common Stock for the twenty
(20)  trading  days  prior  to  the  due  date  of  such  interest.

     This  Note  is  subject  to  the  following  additional  provisions:

     1.     Note  Exchangeable.     The  Note  is exchangeable commencing thirty
            ------------------
(30)  days from the date hereof for an equal aggregate principal amount of Notes
of  different  authorized denominations, as requested by the Holder surrendering
the  same,  but  not  of denominations of less than Fifty Thousand United States
Dollars  (US$50,000.00) without the Company's written consent. No service charge
will  be  made  for  such  registration  or  transfer  or  exchange.

     2.     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.

     3.     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 his 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 (i)
this Note and the shares of common stock in the Company issuable upon conversion
thereof as herein provided ("Conversion Shares") 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  thereunder, 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") thereunder; 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 or to comply with the terms and
conditions  of  any  exemption  thereunder.

     Any  Conversion  Shares  issued  upon  conversion  of  this  Note,  and  if
applicable,  any  common  stock  of the Company 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.

     4.     Conversion  of  Note  into  Common  Stock
            -----------------------------------------

     The  Holder  of  this  Note  is  entitled, at its option, at any time after
issuance  to  convert  all or a portion of the original principal face amount of
this  Note into shares of common stock in the Company, $.001 par value per share
(defined  herein  as the "Common Stock"), at a conversion price (the "Conversion
Price")  for  each  share  of Common Stock equal to $1.05 per share [110% of the
average market price for the five trading days immediately preceding the closing
date].

     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  telecopier number for the Company provided in the subscription
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 three (3) 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 three (3) 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 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 (the "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  three  (3)  business  days  thereafter.

     In all cases, the Company shall deliver the Conversion Shares to the Holder
within  three  (3)  business days after the Conversion Date with respect to such
Conversion Shares being delivered, and at the address specified in the Notice of
Conversion.

     5.     Sales  Restrictions upon Conversion.  The Conversion Shares issuable
            -----------------------------------
upon conversion of this Note may not be resold by the holder for a period of six
months  from conversion.  All such Conversion Shares shall contain the following
legend:



<PAGE>
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.  THE SECURITIES REPRESENTED HEREBY
ARE  SUBJECT  TO  AN  AGREEMENT  WITH  THE  COMPANY THAT THEY MAY NOT BE RESOLD,
PLEDGED,  HYPOTHECATED  OR  OTHERWISE ENCUMBERED FOR A PERIOD OF SIX MONTHS FROM
THE  DATE OF CONVERSION.  A COPY OF THIS RESTRICTION AGREEMENT IS AVAILABLE FROM
THE  COMPANY..

     6.     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,  rate,  and in the coin currency, hereinabove
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. The Conversion Price and number of shares of
Common  Stock  issuable upon conversion shall be subject to adjustment from time
to  time  as  provided  in  Section  6  below.

     7.     Adjustments.
            -----------

     (a)     In  the  event the Company should at any time or from time to time,
after  the  date of this Note, fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders  of  Common  Stock  entitled to receive a dividend or other distribution
payable  in  additional  shares  of  Common Stock (equal to at least ten percent
(10%)  or  more  of  the  Company's then issued and outstanding shares of Common
Stock)  or  other securities or rights convertible into, or entitling the holder
thereof  to  receive  directly  or  indirectly additional shares of Common Stock
(hereinafter  referred  to as "Common Stock Equivalents") without payment of any
consideration  by  such  holder for the additional shares of Common Stock or the
Common  Stock  Equivalents  (including  the  additional  shares  of Common Stock
issuable  upon conversion or exercise thereof), then, as of such record date (or
the  date of such dividend, distribution, split or subdivision if no record date
is  fixed),  the  Conversion  Price shall be appropriately decreased so that the
number  of  shares  of Common Stock issuable on conversion of this Note shall be
increased  in  proportion  to such increase in the aggregate number of shares of
Common  Stock  outstanding  and those issuable with respect to such Common Stock
Equivalents.

      (b)     If  the  number  of shares of Common Stock outstanding at any time
after  the  date  of  this Note is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Conversion  Price  shall be appropriately increased so that the number of shares
of  Common  Stock  issuable  upon  conversion of this Note shall be decreased in
proportion  to  such  decrease  in  outstanding  shares.

     (c)     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.

     8.     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.

     9.     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.

     10.     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  Certificate 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.



<PAGE>
     11.     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.

     12.     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.

     13.     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.

     14.     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; 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 and such failure shall continue uncured for a
period  of  seven (7) days after written notice from the Holder of such failure;
or


<PAGE>
     (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 Five Hundred Thousand United States Dollars (US $500,000.00) 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  thereunder;  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 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 its Common Stock delisted from the Nasdaq
Small  Cap  Market  or  suspended  from  trading thereon, and shall not have its
Common  Stock  relisted  on the same or another national securities exchange, or
have  such  suspension lifted, as the case may be, within ninety days after such
delisting  or  suspension;  or

     (j)     The  Company shall have received a notice of default on the payment
of  any  debt(s)  aggregating  in  excess of Five Hundred Thousand United States
Dollars  (US  $500,000.00)  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.

     15.     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.

     16.     Entire  Agreement.     This  Note and Exhibit I attached hereto and
             -----------------
the  Subscription  Document 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 California 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.



                    CREATIVE  HOST  SERVICES,  INC.


                    By:    /s/
                           Sayed  Ali,  President

<PAGE>
                                    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 Convertible
Note  Due  December  31,  2006  into  shares  of  Common  Stock of Creative Host
Services,  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:*

Conversion  Price:  $_____  per  share____

Holder  (Print  True  Legal  Name):



(Signature  of  Duly  Authorized  Representative  of  Holder)

Address  of  Holder:







*  This  original  Notice  of  Conversion must be received by the Company by the
third  business  day  following  the  Conversion  Date.
By:_____________________________________________
      Sayed  Ali,  President