NEITHER THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
INSTRUMENT GOVERNING THE APPLICABLE SECURITY AND PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE ISSUER
THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS IS AVAILABLE.

                           ELECTRONIC GAME CARD, INC.

                      UNSECURED CONVERTIBLE PROMISSORY NOTE

$ _________                                                     March 24, 2005
                                                              New York, New York


      1. Principal and Interest; Liquidation Rights.

      1.1 Electronic Game Card, Inc., a Nevada corporation (the "Company"), for
value received, hereby promises to pay to the order of _____________ or his,
her, their or its assigns (the "Investor" or the "Holder") the amount
____________________ Dollars ($_________), as set forth hereinafter. All
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed to such terms in that certain Securities Purchase Agreement, dated as
of March 24, 2005, by and among the Company and various purchasers including,
without limitation, the Holder (the "Securities Purchase Agreement").

      1.2 This Note shall be due and payable on Holder's written demand which
may be made on or after March 31, 2007 (the "Termination Date"), unless this
Note has theretofore been converted into shares of the Company's "Series A
Preferred Stock" or "Common Stock" (as such terms are defined in the Securities
Purchase Agreement") pursuant to the terms of this Note. Commencing on the
Termination Date, all principal hereunder shall be payable upon demand.
Notwithstanding anything to the contrary in this Note, however, the Holder of
this Note will receive payments of interest on this Note, to the extent that
this Note remains outstanding and unpaid, at the same times, and in the same
manner, as dividends would have been paid on the Series A Preferred Stock, on an
as-converted-into-Series-A-Preferred-Stock basis, pursuant to the provisions of
the Certificate of Designations attached hereto as Annex A, whether or not the
Series A Preferred Stock is authorized and issued. In addition, the Holder of
this Note will have liquidation rights in respect of this Note for so long as
this Note is outstanding, to the extent that this Note remains outstanding and
unpaid, on an as-converted-into-Series-A-Preferred-Stock basis, pursuant to the
provisions of the Certificate of Designations attached hereto as Annex A, until
the unpaid principal amount and interest on this Note is paid in full, whether
or not the Series A Preferred Stock is authorized and issued.

      1.3 Upon conversion of the principal hereunder into the Series A Preferred
Stock or Common Stock pursuant to Section 3 hereof, this Note shall be
surrendered to the Company for cancellation.
<PAGE>

      1.4 Payments are to be made at the address of the Holder set forth in
Section 8 below or at such other place in the United States as the Holder shall
designate to the Company in writing, in lawful money of the United States of
America except as otherwise provided in this Note.

      1.5 This Note is issued pursuant to the Securities Purchase Agreement and
is one of a number of "Convertible Promissory Notes" (as such term is defined in
the Securities Purchase Agreement) issued by the Company in the "Offering" (as
such term is defined in the Securities Purchase Agreement). The provisions of
this Note are a statement of the rights of the Holder and the conditions to
which this Note is subject and to which the Holder, by the acceptance of this
Note, agrees.

      2. Prepayment. Notwithstanding anything else set forth herein, the Company
may not pre-pay this Note in whole or in part.

      3. Conversion.

      3.1 Conversion of Outstanding Principal.

            (a) Automatic Conversion of Outstanding Principal. The entire
outstanding principal balance hereunder shall be automatically converted into a
number of fully paid and nonassessable whole shares of the Series A Preferred
Stock, determined in accordance with Section 3.2(a), immediately upon the
Company being authorized to issue the same. Upon conversion, this Note shall be
canceled and no further amounts shall be due hereunder.

            (b) Optional Conversion of Outstanding Principal. In addition, the
holder of this Note may convert the outstanding principal balance of this Note,
at such holder's discretion, directly into such number of fully paid and
nonassessable whole shares of Common Stock equal to the outstanding principal
balance hereof divided by the then applicable Common Conversion Price, if the
Series A Preferred is not authorized and issued, at any time from and after the
date of this Note. Upon conversion, this Note shall be canceled and no further
amounts shall be due hereunder.

      3.2 Shares Issuable.

            (a) The number of whole shares of Series A Preferred Stock into
which this Note may be converted pursuant to Section 3.1(a) shall be determined
by dividing the aggregate principal amount outstanding hereunder by $1.50.

            (b) If this Note is converted directly into shares of the Common
Stock pursuant to Section 3.1(b), this Note shall be converted in such number of
shares of Common Stock equal to the outstanding principal balance hereof divided
by the then applicable Common Conversion Price. The initial "Common Conversion
Price" shall equal $1.50, and shall be subject to adjustment as set forth in
Section 3.3:

      3.3 Adjustments to the Common Conversion Price. The Common Conversion
Price in effect at any time and the number and kind of securities issuable upon
cnversion of this Note under Section 3.1(b) shall be subject to adjustment from
time to time upon the happening of certain events as follows:


                                       2
<PAGE>

      (a) Definition of Additional Stock. The term "Additional Shares of Common
Stock" includes all shares of Common Stock issued by the Company after the
original date of issuance of this Note, other than:

                  (i) (a) Shares of Common Stock issuable or issued to the
            Company's employees, directors or consultants pursuant to a stock
            option plan or restricted stock plan or other compensation plan
            approved by the Board or (b) securities and options, warrants and
            other rights to purchase securities issued to financial institutions
            or lessors in connection with commercial credit agreements,
            equipment financings or similar transactions; provided that the
            aggregate number of shares of Common Stock issued pursuant to
            clauses (a) and (b), calculated on a fully-diluted basis as
            converted or exercised into Common Stock, in excess of 20% of the
            Company's shares of Common Stock outstanding at any time shall be
            deemed to be Additional Shares of Common Stock;

                  (ii) Shares of Common Stock issued or issuable pursuant to
            securities outstanding at the Date of Issuance or agreements to
            issue such securities or underlying shares of Common Stock which
            agreements are outstanding at the Date of Issuance;

                  (iii) Shares of Common Stock issued or issuable pursuant to
            subsection 3.3(b)(4) below;

                  (iv) Shares of Common Stock issuable upon exercise of options
            or warrants, or upon conversion of convertible securities or other
            rights, outstanding as of the original date of issuance of this
            Note, as well as options and warrants and shares of Common Stock
            issued or issuable upon exercise of options or warrants issued in
            connection with the sale by the Company of the Company's Series A
            Convertible Preferred Stock, and the shares of Common Stock issued
            or issuable upon conversion of shares of the Company's Series A
            Convertible Preferred Stock; and

                  (v) Securities and options, warrants and rights to purchase
            securities issued to other corporations, persons or entities in
            connection with acquisitions, mergers or similar business
            combinations, partnership arrangements, strategic alliances,
            licensing arrangements or similar non-capital raising transactions
            approved by the Company's Board of Directors, including within this
            exception securities and option, warrants and rights to purchase
            securities issued to raise capital provided that the use of proceeds
            is to consummate such non-capital raising transactions.

            (b) Dividend, Subdivision, Combination or Reclassification of Common
Stock. In the event that the Company shall at any time or from time to time
after the issuance of this Note but prior to the conversion hereof:

      (1)   make a dividend or distribution on the outstanding shares of Common
            Stock payable in capital stock;

      (2)   subdivide or reclassify or reorganize its outstanding shares of
            Common Stock into a greater number of shares;


                                       3
<PAGE>

      (3)   combine or reclassify or reorganize its outstanding shares of Common
            Stock into a smaller number of shares; or

      (4)   issue, by reclassification of its Common Stock or other
            reorganization, any Additional Shares of Common Stock;

then the number and kind of Common Stock or other securities issuable upon
conversion of this Note pursuant to Section 3.1(b) shall be adjusted so that the
Holder upon conversion hereof shall be entitled, upon such conversion, to
receive the kind and number of shares of Common Stock or other securities of the
Company that the Holder would have owned or have been entitled to receive after
the happening of any of the events described above had this Note been converted
pursuant to Section 3.1(b) into Common Stock immediately prior to the happening
of such event or any record date with respect thereto. Whenever the number of
shares of Common Stock purchasable upon conversion hereof is adjusted as herein
provided, the Common Conversion Price shall be adjusted by multiplying the
Common Conversion Price by a fraction, the numerator of which is equal to the
number of shares of Common Stock issuable prior to the adjustment and the
denominator of which is equal to the number of shares of Common Stock issuable
after the adjustment. An adjustment made pursuant to this Section 3.3(b) shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or issuance. If, as a result of an
adjustment made pursuant to this Section 3.3(b), the Holder of this Note
thereafter surrendered for conversion shall become entitled to receive shares of
two or more classes of capital stock or shares of Common Stock and any other
class of capital stock of the Company, the Board (whose good faith determination
shall be applied fairly and ratably to all Holders of Notes and shall be
conclusive and shall be described in a written notice to all Holders of Notes
promptly after such adjustment) shall determine in good faith the allocation of
the adjusted Common Conversion Price between or among the shares of such classes
of capital stock or shares of Common Stock and such other class of capital
stock. The adjustment to the number of shares of Common Stock purchasable upon
the conversion of this Note described in this Section 3.3(b) shall be made each
time any event listed in paragraphs (i) through (iv) of this Section 3.3(b)
occurs.

            (c) Issuance of Common Stock Below Common Conversion Price. If the
Company shall issue any Additional Shares of Common Stock after the date hereof
(excluding any such issuance for which an adjustment is made under the foregoing
subsection (b)), for no consideration or for a consideration per share less than
the Common Conversion Price in effect on the date of and immediately prior to
such issue, then in such event, the Common Conversion Price shall be reduced,
concurrently with such issue, to a price equal to the quotient obtained by
dividing:

                  (A) an amount equal to (x) the total number of shares of
      Common Stock outstanding immediately prior to such issuance or sale
      multiplied by the Common Conversion Price in effect immediately prior to
      such issuance or sale, plus (y) the aggregate consideration (before
      deduction of transaction expenses or commission or underwriting discounts
      or allowances in connection therewith) received or deemed to be received
      by the Company, if any, upon such issuance or sale, by

                  (B) the total number of shares of Common Stock outstanding
      immediately after such issuance or sale.

                                       4
<PAGE>

            (d) Issuance of Options and Convertible Securities Deemed Issuance
of Additional Shares of Common Stock. If the Company, at any time or from time
to time after the original date of issuance of this Note, shall issue any
options, warrants or other rights to purchase Common Stock (collectively,
"Options") or securities that, by their terms, directly or indirectly, are
convertible into or exchangeable for shares of Common Stock ("Convertible
Securities") (in each case other than those securities excluded, pursuant to
Section 3.3(a), from the definition of "Additional Shares of Common Stock") or
shall fix a record date for the determination of holders of any class of
securities entitled to receive any such Options or Convertible Securities, in
each case other than those securities excluded, pursuant to Section 3.3(a), from
the definition of "Additional Shares of Common Stock", then the maximum number
of shares of Common Stock (as set forth in the instrument relating thereto
without regard to any provision contained therein for a subsequent adjustment of
such number) issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date, provided that in
any such case in which Additional Shares of Common Stock are deemed to be issued
pursuant to this Section 3.3(d):

            (i) no further adjustment in the Common Conversion Price shall be
      made upon the subsequent issue of Convertible Securities or shares of
      Common Stock upon the exercise of such Options or conversion or exchange
      of such Convertible Securities and, upon the expiration of any such Option
      or the termination of any such right to convert or exchange such
      Convertible Securities, the Common Conversion Price then in effect
      hereunder shall forthwith be increased to the Common Conversion Price
      which would have been in effect at the time of such expiration or
      termination had such Option or Convertible Securities, to the extent
      outstanding immediately prior to such expiration or termination, never
      been issued, and the Common Stock issuable thereunder shall no longer be
      deemed to be outstanding;

            (ii) if such Options or Convertible Securities by their terms
      provide, with the passage of time or otherwise, for any increase in the
      consideration payable to the Company, or decrease in the number of shares
      of Common Stock issuable, upon the exercise, conversion or exchange
      thereof, the Common Conversion Price computed upon the original issue
      thereof (or upon the occurrence of a record date with respect thereto),
      and any subsequent adjustments based thereon, shall, upon any such
      increase or decrease becoming effective, be recomputed to reflect such
      increase or decrease insofar as it affects such Options or the rights of
      conversion or exchange under such Convertible Securities, provided that no
      readjustment pursuant to this clause (ii) shall have the effect of
      increasing the Common Conversion Price to an amount which exceeds the
      lower of (A) the Common Conversion Price on the original adjustment date,
      or (B) the Common Conversion Price that would have resulted from any
      issuance of Additional Shares of Common Stock between the original
      adjustment date and such readjustment date;

            (iii) if such Options or Convertible Securities by their terms
      provide, with the passage of time or otherwise, for any decrease in the
      consideration payable to the Company, or increase in the number of shares
      of Common Stock issuable, upon the exercise, conversion or exchange
      thereof, the Common Conversion Price computed upon the original issue
      thereof (or upon the occurrence of a record date with respect thereto),
      and any subsequent adjustments based thereon, shall, upon any such
      decrease or increase becoming effective, be recomputed to reflect such
      decrease or increase insofar as it affects such Options or the rights of
      conversion or exchange under such Convertible Securities, provided that no
      readjustment pursuant to this clause (iii) shall have the effect of
      decreasing the Common Conversion Price to an amount which exceeds the
      lower of (A) the Common Conversion Price on the original adjustment date,
      or (B) the Common Conversion Price that would have resulted from any
      issuance of Additional Shares of Common Stock between the original
      adjustment date and such readjustment date; and

                                       5
<PAGE>

            (iv) if such Options or Convertible Securities cover shares which
      are excluded from the definition of Additional Shares of Common Stock by
      Section 3.3(a), then this Section 3.3(d) shall not apply to those
      underlying shares.

            (e) Determination of Consideration. For purposes of Subsections
      3.3(c) and 3.3(d), the consideration received by the Company for the issue
      of any Additional Shares of Common Stock shall be computed as follows:

                  (A) Cash and Property: Such consideration shall:

                        (1)   insofar as it consists of cash, be computed at the
                              aggregate of cash received by the Company,
                              excluding amounts paid or payable for accrued
                              interest or accrued dividends;

                        (2)   insofar as it consists of property other than
                              cash, be computed at the fair market value thereof
                              at the time of such issue, as determined in good
                              faith by the Board; and

in the event Additional Shares of Common Stock are issued together with other
shares or securities or other assets of the Company for consideration which
covers both, be the proportion of such consideration so received, computed as
provided in clauses (1) and (2) above, as determined in good faith by the Board.

                  (B) Options and Convertible Securities. The consideration per
      share received by the Company for Additional Shares of Common Stock deemed
      to have been issued pursuant to Subsection 3.3(d), relating to Options and
      Convertible Securities, shall be determined by dividing

                        (1)   the total amount, if any, received or receivable
                              by the Company as consideration for the issue of
                              such Options or Convertible Securities, plus the
                              minimum aggregate amount of additional
                              consideration (as set forth in the instruments
                              relating thereto, without regard to any provision
                              contained therein for a subsequent adjustment of
                              such consideration) payable to the Company upon
                              the exercise of such Options or the conversion or
                              exchange of such Convertible Securities, or in the
                              case of Options for Convertible Securities, the
                              exercise of such Options for Convertible
                              Securities and the conversion or exchange of such
                              Convertible Securities, by

                                       6
<PAGE>

                        (2)   the maximum number of shares of Common Stock (as
                              set forth in the instruments relating thereto,
                              without regard to any provision contained therein
                              for a subsequent adjustment of such number)
                              issuable upon the exercise of such Options or the
                              conversion or exchange of such Convertible
                              Securities.

In the event that at any time, as a result of an adjustment made pursuant to
this Section 3.3, the Holder of this Note thereafter shall become entitled to
receive any shares of the Company, other than Common Stock, thereafter the
number of such other shares so receivable upon conversion of this Note pursuant
to Section 3.1(b) shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect
to the Common Stock contained herein.

            (f) Other Action Affecting Common Stock. If the Company takes any
action affecting its shares of Common Stock after the date hereof, that would be
covered by Section 3.3 but for the manner in which such action is taken or
structured, which would in any way diminish the value of this Note, then the
Common Conversion Price shall be adjusted in such manner as the Board shall in
good faith determine to be equitable under the circumstances.

      3.4 Notice of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Common Conversion Price pursuant to Section 3.3, the Company
at its expense will as promptly as possible, but in any event within ten (10)
business days, compute such adjustment or readjustment in accordance with the
terms of this Note and prepare a certificate setting forth such adjustment or
readjustment, including a statement of the adjusted Common Conversion Price or
adjusted number of shares of Common Stock issuable upon conversion of each Note,
describing in reasonable detail the transaction giving rise to such adjustments
and showing in detail the facts upon which such adjustment or readjustment is
based. The Company will forthwith mail, by first class mail, postage prepaid, a
copy of each such certificate to the Holder of this Note at the address of such
Holder as shown on the books of the Company, and to its transfer agent.

      3.5 Other Notices. If at any time:

            (a) the Company shall (i) offer for subscription pro rata to the
holders of shares of the Common Stock any additional equity in the Company or
other rights; or (ii) pay a dividend in additional shares of Common Stock or
distribute securities or other property or assets to the holders of shares of
Common Stock (including, without limitation, cash, evidences of indebtedness and
equity and debt securities);

            (b) there shall be any capital reorganization or reclassification or
consolidation or merger of the Company with, or sale, transfer or lease of all
or substantially all of its assets to, another entity; or

            (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, to the Holder of this Note at the address of such Holder
as shown on the books of the Company, (x) at least 10 days' prior written notice
of the date on which the books of the Company shall close or a record shall be

                                       7
<PAGE>

taken for such subscription rights, dividend, distribution or issuance; provided
that such ten (10) day period shall be increased to thirty (30) days in the case
of Section 3.5(a)(ii), and (y) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least 10 days' prior written notice of the date when the same
shall take place if no stockholder vote is required and at least 10 days' prior
written notice of the record date for stockholders entitled to vote upon such
matter if a stockholder vote is required. Such notice in accordance with the
foregoing clause (x) shall also specify, in the case of any such subscription
rights, the date on which the holders of shares of Common Stock shall be
entitled to exercise their rights with respect thereto, and such notice in
accordance with the foregoing clause (y) shall also specify the date on which
the holders of shares of Common Stock shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be.

      3.6 Adjustment Calculations. No adjustment in the Common Conversion Price
shall be required unless such adjustment would require an increase or decrease
of at least one cent ($0.01) in such price; provided, however, that any
adjustments which by reason of this Section 3.6 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment
required to be made hereunder. All calculations under this Section 3 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

      3.7 Appraisal. If a majority in interest of the Holders reasonably
disagrees with any of the Board's determinations referred to in this Section 3
(each, a "Determination"), and such majority of Holders shall notify the Company
of its disagreement by furnishing to the Company a written notice setting forth
in reasonable detail the fact of such dispute, the basis for such dispute, and
such Holders' alternative calculation (such notice, a "Determination Dispute
Notice"), and such Determination Dispute Notice is received by the Company
within seven (7) days of the Company having given notice of the Determination to
the Holders, then the Company and a majority in interest of such Holders (the
"Note Representative") shall resolve such Determination Dispute in accordance
with the terms and provisions of this Section 3.7. The Holders agree that this
Section 3.7 sets forth the exclusive mechanism for the Holders to make any such
dispute and to resolve the same, and shall not be entitled to make any such
dispute in any other manner. The Company and the Note Representative shall use
good faith efforts to mutually agree upon the designation of a single Qualified
Appraiser (as defined below) within seven (7) business days of the receipt by
the Company of a valid Determination Dispute Notice received by the Company in
within the time period set forth above in this Section 3.7. If such a single

                                       8
<PAGE>

Qualified Appraiser is designated, that person shall make a Determination. If
the Company and the Note Representative do not so agree upon the designation of
a single Qualified Appraiser within such period, then within five (5) business
days following the end of such period, each of the Company and the Note
Representative by written notice to the other shall designate a Qualified
Appraiser (or if any party fails to so select a Qualified Appraiser within the
time period specified, the Person selected by the other party shall be the
Qualified Appraiser) and the two Qualified Appraisers so designated shall within
ten (10) business days of their designation jointly designate a third Qualified
Appraiser, and such third Qualified Appraiser so designated, solely, shall
independently make a Determination. The parties may submit the basis for their
respective views to the Qualified Appraiser in writing. In such event, each
party shall furnish its submission to the other party at the same time as the
submission is furnished to the Qualified Appraiser, and the other party shall
have two (2) business days within which to furnish a single rebuttal to such
original submission. The Qualified Appraiser may consider such submissions in
reaching the Determination. If there is only a single Qualified Appraiser, the
fees and expenses of the Qualified Appraiser shall be paid equally by the
Company and the Note Representative. If three Qualified Appraisers are
appointed, the Company shall pay the fees and expenses of the Qualified
Appraiser which it appoints, the Note Representative shall pay the fees and
expenses of the Qualified Appraiser which it appoints, and the fees and expenses
of the third Qualified Appraiser shall be shared equally by the Company and the
Note Representative. The designated Qualified Appraiser shall make the
Determination not later than ten (10) business days following the appointment of
the Qualified Appraiser making the Determination. The Determination made by the
applicable Qualified Appraiser shall be final, conclusive and binding on the
parties hereto. None of the Qualified Appraisers shall be affiliated with any of
the Company, the Note Representative or another Qualified Appraiser. For the
purposes of this Agreement, "Qualified Appraiser" shall mean an individual who
is engaged on a regular basis (although not necessarily full time) in valuing
securities or arrangements similar to this Agreement, as the case may be, and
may include (but shall not be limited to) professional business appraisers,
investment bankers or accountants.

      3.8 Delivery of Stock Certificates. Upon the conversion of this Note and
return of the original Note to the Company, the Company, at its expense, will
issue and deliver to the Holder of this Note a certificate or certificates
(bearing such legends as are required by applicable state and federal securities
laws in the opinion of counsel to the Company) for the number of full shares of
Series A Preferred Stock or Common Stock, as applicable, issuable upon such
conversion and the person or persons entitled to receive the shares of the
Series A Preferred Stock or Common Stock, as applicable issuable upon such
conversion shall be treated for all purposes as the record holders of such
shares on such date.

      3.9 No Fractional Shares. No fractional shares shall be issued upon
conversion of this Note.

      3.10 No Rights as Shareholder. This Note does not entitle the Holder
hereof to any voting rights or other rights as a shareholder of the Company
prior to the conversion hereof except as expressly provided in this paragraph.
So long as this Note is outstanding, the Company will not take any action which
would require the consent of the holders of the Series A Preferred Stock, voting
as a class, pursuant to the provisions of the Certificate of Designations
attached hereto as Annex A, if the Series A Preferred Stock were issued and
outstanding, without the consent of a majority in interest of the then
outstanding Convertible Promissory Notes of the Company.

      4. Assignment. Subject to the restrictions on transfer described in
Section 6 hereof, the rights and obligations of the Company and the Holder of
this Note shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties. Effective upon any such
assignment, the person or entity to whom such rights, interests and obligations
were assigned shall have and exercise all of the Holder's rights, interests and
obligations hereunder as if such person or entity were the original Holder of
this Note.

      5. Waiver and Amendment. Any provision of this Note may be amended, waived
or modified (either generally or in a particular instance, either retroactively
or prospectively, and either for a specified period of time or indefinitely),
upon the written consent of the Company and of the Holder.

                                       9
<PAGE>

      6. Transfer of This Note or Securities Issuable on Conversion Hereof. This
Note may not be transferred or otherwise disposed of without the prior written
consent of the Company, which shall not be unreasonably withheld.

      7. Notices. Any notice, request, other communication or payment required
or permitted hereunder shall be in writing and shall be deemed to have been
given upon delivery if personally delivered, or five (5) business days after
deposit if deposited in the United States mail for mailing by certified mail,
postage prepaid, and addressed as follows:

      If to Investor:  at the address indicated on the signature page hereto.

      If to Company:         Electronic Game Card, Inc.
                             712 Fifth Avenue
                             19th Floor
                             New York, New York 10019
                             Facsimile: (212) 581-1922
                             Attention: Private Placement


The addressee may change its address for purposes of this Section 8 by giving to
the other addressee notice of such new address in conformance with this Section
8.

      8. Loss, Theft or Destruction of Note. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft or destruction of this
Note and of indemnity or security reasonably satisfactory to it, the Company
will make and deliver a new Note which shall carry the same rights carried by
this Note, stating that such Note is issued in replacement of this Note, making
reference to the original date of issuance of this Note (and any successors
hereto) and dated as of such cancellation, in lieu of this Note.

      9. Accredited Investor. The Holder represents and warrants that he/she/it
is an "accredited investor" within the meaning of the Securities and Exchange
Rule 501 of Regulation D, as presently in effect.

      10. Governing Law. This Note is being delivered in and for all purposes
shall be construed in accordance with, and governed by, the laws of the State of
New York, without regard to the conflicts of laws provisions thereof.

      11. Waiver by the Company. The Company hereby waives demand, notice,
presentment, protest and notice of dishonor.

      12. Delays. No delay by the Holder in exercising any power or right
hereunder shall operate as a waiver of any power or right.

      13. Severability. If one or more provisions of this Note are held to be
unenforceable under applicable law, such provision shall be excluded from this
Note and the balance of the Note shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.

      14. No Impairment. The Company will not, by any 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
rights of the Holder of this Note against impairment.

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                                       10
<PAGE>

      IN WITNESS WHEREOF, Electronic Game Card, Inc. has caused this Note to be
executed in its corporate name and this Note to be dated, issued and delivered,
all on the date first above written.

                                    ELECTRONIC GAME CARD, INC.
                                    a Nevada corporation


                                    By
                                      ----------------------------------
                                    Print Name:   John Bentley

                                    Title:   Chief Executive Officer

Accepted and Agreed to:

                                    INITIAL HOLDER:


                                    -------------------------------------

                                          Print Name of Holder


                                    By
                                      ----------------------------------
                                        (Signature)

                                    -------------------------------------
                                    (Print Name, if signing on behalf of
                                                     entity)


                                    -------------------------------------
                                              Title (if applicable)

                                    Address:


                                       11
<PAGE>

                                 ASSIGNMENT FORM

           (To Assign the foregoing Note, execute this form and supply
            required information. Do not use this form to convert the
                                     Note.)

      FOR VALUE RECEIVED, an interest corresponding to the unpaid principal
amount of the foregoing Note and all rights evidenced thereby are hereby
assigned to


------------------------------------------------------------------------------
                                 (Please Print)

      whose address is_______________________________________________________

      Dated:___________________________________________________

      Holder's Signature:______________________________________

      Holder's Address:________________________________________

      Signature Guaranteed:____________________________________



NOTE:       The signature to this Assignment Form must correspond with the name
            as it appears on the face of the Note, without alteration or
            enlargement or any change whatever, and must be guaranteed by a bank
            or trust company. Officers of corporations and those acting in a
            fiduciary or other representative capacity should file proper
            evidence of authority to assign the foregoing Note.