THE PROMISSORY NOTE REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. ACCORDINGLY, SUCH NOTE MAY NOT BE
TRANSFERRED, SOLD, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF (A "TRANSFER")
EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (II)
UPON RECEIPT OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO
THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND
UNDER ANY APPLICABLE STATE SECURITIES OR 'BLUE SKY" LAWS. THIS LEGEND SHALL BE
ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE
PROMISSORY NOTE.

                           UNCOMMON MEDIA GROUP, INC.

                                                             AS OF  MAY 10, 2001

                           CONVERTIBLE PROMISSORY NOTE

Uncommon Media Group, Inc., a Florida corporation having an office at 33 West
54th Street, New York, 10019 (the "Company"), for value received, hereby
promises to pay to Papillion Holdings Limted., a Turks and Caicos Islands
corporation, having an address at Habiscus Square, Pond Street (the "Holder"),
on May 9, 2011 (the "Maturity Date"), the principal sum equal to the Guaranty
and Pledge Amount (as defined below), together with all interest on the Guaranty
and Pledge Amount accrued at the rate of eight percent (8%) per annum from the
date of this Convertible Promissory Note (the "Note"). For purposes of this
Note, the "Guaranty and Pledge Amount" shall be equal to the sum of (i) the
aggregate dollar amount actually paid by the Holder in connection with any
guaranty entered into by the Holder pursuant to that certain Guaranty and Pledge
Agreement dated May 4, 2001 between the Holder and the Company (the "Guaranty
Agreement") and (ii) an amount equal to one dollar ($1.00) for each share of
common stock actually acquired by a pledgor in connection with any pledge
agreement entered into pursuant to the Guaranty Agreement. Promptly after a
change in the Guaranty and Pledge Amount, the Holder and the Company shall
execute an annex to this Note setting forth the revised Guaranty and Pledge
Amount and the date of the event giving rise to such revision.

         1. Voluntary Prepayment. The Company reserves the right, upon thirty
(30) days prior written notice to Holder, to prepay the outstanding principal
balance of this Note, in whole or in part, at any time and from time to time.
Any prepayments shall be made together with payment of interest accrued on the
amount of principal being prepaid through the date of such prepayment.

<PAGE>

         2. Lawful Intent. It is the intent of the Company that the rate of
interest and other charges payable under this Note shall be lawful. If for any
reason the interest or other charges payable under this Note are found by a
court of competent jurisdiction, in a final determination, to exceed the limit
which may be lawfully charged, then the obligation to pay interest and other
charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the Company.

         3. Conversion Right. Subject to the terms hereof, the Company shall
have the right (the "Conversion Right"), in its sole and exclusive discretion,
and at any time during which any amounts remain outstanding under this Note, to
convert all or a portion of the principal amount of this Note together with any
accrued interest, into common stock of the Company (the "Conversion Shares") at
a conversion price (the "Conversion Price") per share equal to the average of
the five (5) consecutive closing sale prices of Company's common stock as
reported by Bloomberg during the five trading days ending on the trading day
immediately preceding the date on which the Company delivers a Notice of
Exercise (as defined below). The Company covenants that all Conversion Shares
which may be issued pursuant hereto shall, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance and delivery thereof.

                  3.1 Conversion Procedure. The Conversion Right may be
exercised by the Company only by delivery of a notice of exercise duly executed
by the Company ("Notice of Exercise"). Promptly, and in any event within three
(3) business days after its receipt of the Notice of Exercise, the Holder shall
surrender this Note to the Company at its then principal office.

                  3.2 Partial Exercise of Conversion Right. If this Note shall
at any time be converted in part only, the Company shall, upon surrender of this
Note for cancellation, execute and deliver a new promissory note to Holder in
form identical to this Note but in an amount equal to the then-unconverted
principal balance. Subject to the terms hereof, upon Notice of Exercise, the
Holder shall be deemed to be the holder of record of the shares issuable upon
such conversion, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Conversion Shares
shall not then be actually delivered to the Holder.

                  3.3 Fractional Shares. Upon exercise of any Conversion Right
pursuant hereto, the Company shall not be required to issue certificates
representing fractions of shares, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the Company and the
Holder that all fractional interests shall be eliminated.

                  3.4 Adjustment of Conversion Price.
                      ------------------------------

                           3.4.1 If the Company shall (i) pay a dividend or
other distribution, in common stock, on any class of capital stock of the
Company, (ii) subdivide the outstanding common stock into a greater number of
shares by any means, or (iii) combine the outstanding common stock into a
smaller number of shares by any means (including, without limitation, a reverse
stock split) (any such event being an "Adjustment Event"), then in each such
case the Conversion Price shall be decreased or increased as follows: the


<PAGE>

adjusted Conversion Price shall be equal to the Conversion Price in effect
immediately prior to the effective date of the Adjustment Event, multiplied by a
fraction the numerator of which is the number of shares of common stock issued
and outstanding immediately prior to such effective date, and the denominator of
which is the number of such shares outstanding immediately after such effective
date. An adjustment made pursuant to this Section 3.5.1 shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date of such subdivision or combination, as the case may be.

                           3.4.2 Notwithstanding anything contained herein to
the contrary, no adjustment in the Conversion Price shall be required unless
cumulative adjustments would require an increase or decrease of at least 1% in
the Conversion Price then in effect; provided, however, that any adjustments
which by reason of this Section 3.4 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 3.4 shall be made by the Company and shall be made to the
nearest cent and the Company shall be entitled to rely conclusively thereon.
Except as provided in this Section 3.4, no adjustment in the Conversion Price
will be made for the issuance of common stock or any securities convertible into
or exchangeable for common stock or carrying the right to purchase common stock
or any securities so convertible or exchangeable. In addition, no adjustment in
the Conversion Price shall be made in the event of the issuance of common stock
upon the conversion or exercise of options, preferred stock or warrants of the
Company outstanding on the date hereof, unless the conversion or exercise price
thereof is changed after the date hereof (other than solely by operation of the
anti-dilution provisions hereof); or pursuant to employee stock option or stock
ownership plans, duly adopted by the Company.

         4. Restrictions on Transfer. This Note and any Conversion Shares may
not be sold or otherwise disposed of except as follows: (i) to a person who, in
the opinion of counsel to the Company, is a person to whom this Note or the
Conversion Shares may legally be transferred without registration and without
the delivery of a current prospectus under the Act with respect thereto and then
only against receipt of an agreement of such person to comply with the
provisions hereof with respect to any resale or other disposition of such
securities; or (ii) to any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the offering thereof for
such sale or disposition, and thereafter to all successive assignees.

         5. Limitation on Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder of the Company, either at law
or in equity, and the rights of the Holder are limited to those expressed in
this Note and in the Agreement.

<PAGE>

         6. Integration. This Note and the Agreement between the Holder and the
Company of even date herewith constitutes the entire understanding between the
Holder and the Company in connection with their rights and obligations relating
to the subject matter hereof.

         7. Limitation on Recourse. No recourse shall be had for the payment of
the principal of, or interest or other fees in connection with, this Note
against any officer, director or agent of the Company, past, present or future,
all such liability of the officers, directors and agents being waived, released
and surrendered by the Holder hereof by the acceptance of this Note.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed on
its behalf in its corporate name, by its duly authorized officer, all as of the
date first above written


                                      UNCOMMON MEDIA GROUP, INC.



                                      By:____________________________
                                      Name:    Lawrence Gallo
                                      Title:   President and Chief Executive
                                               Officer