THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
     NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION
     OF  THIS  NOTE  MAY  NOT  BE  SOLD,  OFFERED  FOR SALE, PLEDGED OR
     HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
     AS  TO  THIS  NOTE  UNDER  SAID  ACT  OR  AN  OPINION  OF  COUNSEL
     REASONABLY SATISFACTORY TO E-VIDEOTV, INC., THAT SUCH REGISTRATION
     IS  NOT  REQUIRED.


                                CONVERTIBLE NOTE
                                ----------------

     FOR  VALUE  RECEIVED,  E-VIDEOTV, INC., a Delaware corporation (hereinafter
called  "Borrower"),  hereby  promises  to  pay  to Laurus Master Fund Ltd. (the
"Holder")  on  order,  without  demand,  the  sum  of  One  Million  Dollars
($1,000,000.00), with simple interest accruing at the annual rate of 8%, on June
__,  2003  (the  "Maturity  Date").

     The  following  terms  shall  apply  to  this  Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

     1.1     Payment Grace Period.  The Borrower shall have a ten (10) day grace
             --------------------
period to pay any monetary amounts due under this Note, after which grace period
a  default  interest  rate  of twenty percent (20%) per annum shall apply to the
amounts  owed  hereunder.

     1.2     Conversion  Privileges.  The  Conversion  Privileges  set  forth in
             ----------------------
Article  II  shall  remain  in  full  force and effect immediately from the date
hereof  and  until  the  Note  is  paid  in  full.

     1.3     Interest Rate.   Subject to the Holder's right to convert, interest
             -------------
payable  on  this Note shall accrue at the annual rate of eight percent (8%) and
be  payable  in  arrears commencing September 30, 2001 and quarterly thereafter,
and  on  the  Maturity  Date,  accelerated  or otherwise, when the principal and
remaining  accrued  but  unpaid  interest shall be due and payable, or sooner as
described  below.

                                   ARTICLE II

                                CONVERSION RIGHTS

     The  Holder  shall  have  the  right  to  convert  the principal amount and
interest  due  under this Note into Shares of the Borrower's Common Stock as set
forth  below.


                                        1
<PAGE>
2.1.     Conversion  into  the  Borrower's  Common  Stock.
         ------------------------------------------------

     (a)     The Holder shall have the right from and after the issuance of this
Note  and  then  at  any  time  until  this  Note  is fully paid, to convert any
outstanding  and  unpaid  principal portion of this Note, and/or at the Holder's
election with the Company's consent, the interest accrued on the Note, (the date
of  giving  of  such  notice of conversion being a "Conversion Date") into fully
paid  and  nonassessable shares of common stock of Borrower as such stock exists
on the date of issuance of this Note, or any shares of capital stock of Borrower
into  which  such  stock shall hereafter be changed or reclassified (the "Common
Stock")  at  the  conversion  price  as  defined  in  Section 2.1(b) hereof (the
"Conversion  Price"),  determined  as  provided  herein.  Upon  delivery  to the
Company  of a Notice of Conversion as described in Section 9 of the subscription
agreement entered into between the Company and Holder relating to this Note (the
"Subscription  Agreement")  of  the  Holder's  written  request  for conversion,
Borrower  shall  issue  and  deliver to the Holder within four (4) business days
from  the  Conversion Date that number of shares of Common Stock for the portion
of  the Note converted in accordance with the foregoing.  At the election of the
Holder, the Company will deliver accrued but unpaid interest on the Note through
the  Conversion  Date  directly to the Holder on or before the Delivery Date (as
defined in the Subscription Agreement).  The number of shares of Common Stock to
be issued upon each conversion of this Note shall be determined by dividing that
portion  of  the  principal of the Note to be converted and interest, if any, by
the  Conversion  Price.

     (b)     Subject  to  adjustment  as  provided in Section 2.1(c) hereof, the
Conversion Price per share shall be the lower of (i) eighty percent (80%) of the
average  of the three lowest closing prices for the Common Stock on the NASD OTC
Bulletin  Board, NASDAQ SmallCap Market, NASDAQ National Market System, American
Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the
time  the  principal  trading  exchange  or  market  for  the  Common Stock, the
"Principal  Market"),  or  if not then trading on a Principal Market, such other
principal market or exchange where the Common Stock is listed or traded, for the
twenty (20) trading days prior to but not including the Closing Date (as defined
in  the  Subscription  Agreement)  in  connection with which this Note is issued
("Maximum Base Price"); or (ii) eighty percent (80%) of the average of the three
lowest  closing  prices  for the Common Stock on the Principal Market, or on any
securities exchange or other securities market on which the Common Stock is then
being  listed  or  traded,  for  the  sixty  (60)  trading days prior to but not
including  the  Conversion  Date.

     (c)     The  Maximum  Base  Price  described in Section 2.1(b)(i) above and
number  and  kind  of  shares  or  other securities to be issued upon conversion
determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment
from  time  to  time  upon the happening of certain events while this conversion
right  remains  outstanding,  as  follows:


                                        2
<PAGE>
     A.     Merger,  Sale  of  Assets,  etc.  If  the Borrower at any time shall
consolidate  with  or  merge into or sell or convey all or substantially all its
assets  to  any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right  to  purchase  such  number  and  kind  of  shares or other securities and
property  as  would  have  been  issuable  or  distributable  on account of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.  Without limiting the generality of the foregoing, the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

     B.     Reclassification,  etc.  If  the  Borrower  at  any  time  shall, by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid  principal portion thereof and accrued interest thereon, shall thereafter
be  deemed  to  evidence  the  right  to  purchase  an  adjusted  number of such
securities  and  kind of securities as would have been issuable as the result of
such  change  with  respect  to  the  Common  Stock  immediately  prior  to such
reclassification  or  other  change.

     C.     Stock  Splits, Combinations and Dividends.  If the shares of Common
Stock  are  subdivided or combined into a greater or smaller number of shares of
Common  Stock,  or if a dividend is paid on the Common Stock in shares of Common
Stock,  the  Conversion  Price  shall  be  proportionately  reduced  in  case of
subdivision of shares or stock dividend or proportionately increased in the case
of  combination of shares, in each such case by the ratio which the total number
of  shares of Common Stock outstanding immediately after such event bears to the
total  number  of  shares  of Common Stock outstanding immediately prior to such
event.


                                        3
<PAGE>
     D.     Share  Issuance.  Subject  to the provisions of this Section, if the
Borrower  at  any  time  shall  issue  any  shares  of Common Stock prior to the
conversion  of  the  entire principal amount of the Note (otherwise than as: (i)
provided  in  Sections  2.1(c)A, 2.1(c)B or 2.1(c)C or this subparagraph D; (ii)
pursuant to options, warrants, or other obligations to issue shares, outstanding
on the date hereof as described in the Reports and Other Written Information, as
such  terms  are  defined  in  the  Subscription  Agreement  (which agreement is
incorporated  herein by this reference); or (iii) Excepted Issuances, as defined
in  Section  12  of  the Subscription Agreement; ((i), (ii) and (iii) above, are
hereinafter  referred  to  as  the  "Existing  Option  Obligations")  for  a
consideration less than the Conversion Price that would be in effect at the time
of  such  issue,  then,  and  thereafter  successively upon each such issue, the
Conversion  Price  shall  be  reduced  as  follows:  (i) the number of shares of
Common  Stock outstanding immediately prior to such issue shall be multiplied by
the  Conversion  Price in effect at the time of such issue and the product shall
be  added  to the aggregate consideration, if any, received by the Borrower upon
such  issue  of  additional shares of Common Stock; and (ii) the sum so obtained
shall be divided by the number of shares of Common Stock outstanding immediately
after  such  issue.  The  resulting  quotient  shall  be the adjusted conversion
price.  Except  for  the  Existing  Option  Obligations,  for  purposes  of this
adjustment,  the  issuance of any security of the Borrower carrying the right to
convert  such  security  into shares of Common Stock or of any warrant, right or
option  to purchase Common Stock shall result in an adjustment to the Conversion
Price  upon  the  issuance  of  shares  of  Common  Stock  upon exercise of such
conversion  or  purchase  rights.

     (d)     During  the  period  the  conversion  right  exists,  Borrower will
reserve  from  its  authorized  and unissued Common Stock a sufficient number of
shares  to  provide for the issuance of Common Stock upon the full conversion of
this Note.  Borrower represents that upon issuance, such shares will be duly and
validly  issued,  fully  paid  and  non-assessable.  Borrower  agrees  that  its
issuance  of  this Note shall constitute full authority to its officers, agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates  to  execute  and  issue  the  necessary certificates for shares of
Common  Stock  upon  the  conversion  of  this  Note.

     2.2     Method  of Conversion.  This Note may be converted by the Holder in
             ---------------------
whole  or  in  part  as  described in Section 2.1(a) hereof and the Subscription
Agreement.  Upon partial conversion of this Note, a new Note containing the same
date  and provisions of this Note shall, at the request of the Holder, be issued
by  the  Borrower  to  the  Holder  for  the  principal balance of this Note and
interest  which  shall  not  have  been  converted  or  paid.

                                   ARTICLE III

                                EVENT OF DEFAULT

     The  occurrence  of  any  of  the  following  events  of default ("Event of
Default")  shall, at the option of the Holder hereof, make all sums of principal
and  interest  then  remaining  unpaid  hereon  and  all  other  amounts payable
hereunder  immediately  due  and  payable,  all  without  demand, presentment or
notice, or grace period, all of which hereby are expressly waived, except as set
forth  below:

     3.1     Failure  to  Pay  Principal or Interest.  The Borrower fails to pay
             ---------------------------------------
any  installment  of  principal  or  interest  hereon  when due and such failure
continues  for  a  period  of ten (10) days after the due date. The ten (10) day
period  described  in this Section 3.1 is the same ten (10) day period described
in  Section  1.1  hereof.

     3.2     Breach of Covenant.  The Borrower breaches any material covenant or
             ------------------
other term or condition of this Note in any material respect and such breach, if
subject  to  cure, continues for a period of seven (7) days after written notice
to  the  Borrower  from  the  Holder.

     3.3     Breach  of  Representations  and  Warranties.  Any  material
             --------------------------------------------
representation  or  warranty  of  the  Borrower made herein, in the Subscription
Agreement  entered into by the Holder and Borrower in connection with this Note,
or  in  any agreement, statement or certificate given in writing pursuant hereto
or in connection therewith shall be false or misleading in any material respect.

     3.4     Receiver or Trustee.  The Borrower shall make an assignment for the
             -------------------
benefit  of  creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a  receiver  or  trustee  shall  otherwise  be  appointed.

     3.5     Judgments.  Any money judgment, writ or similar final process shall
             ---------
be  entered or filed against Borrower or any of its property or other assets for
more  than  $100,000,  and  shall  remain  unvacated, unbonded or unstayed for a
period  of  forty-five  (45)  days.


                                        4
<PAGE>
     3.6     Bankruptcy.  Bankruptcy,  insolvency, reorganization or liquidation
             ----------
proceedings  or  other proceedings or relief under any bankruptcy law or any law
for  the relief of debtors shall be instituted by or against the Borrower and if
instituted  against  Borrower  are  not  dismissed within 45 days of initiation.

     3.7     Delisting.  Delisting  of  the  Common  Stock  from  the  NASD
             ---------
OTC-Bulletin  Board or delisting from such other principal exchange on which the
Common  Stock  is  listed  for  trading;  Borrower's  failure to comply with the
requirements of the Principal Market for continued listing for a period of three
consecutive  trading  days;  or  notification from the Principal Market that the
Borrower  is  not  in compliance with the conditions for such continued listing.

     3.8     Concession.  A  concession by the Borrower, after applicable notice
             ----------
and  cure  periods,  under  any one or more obligations in an aggregate monetary
amount  in  excess  of  $100,000.

     3.9     Stop  Trade.  An  SEC  stop trade order or Principal Market trading
             -----------
suspension  that  lasts  for  five  or  more  trading  days.

     3.10     Failure  to  Deliver Common Stock or Replacement Note.  Borrower's
              -----------------------------------------------------
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by  this  Note  and  Section  9  of  the Subscription Agreement, or if
required  a  replacement  Note.

     3.11     Registration  Default.  The occurrence of a Non-Registration Event
              ---------------------
as  described  in  Section  10.4  of the Subscription Agreement except that with
respect  to  a  Non-Registration  Event in connection with the required declared
effectiveness  of  the  Registration  Statement  (as defined in the Subscription
Agreement).


                                   ARTICLE IV

                                  MISCELLANEOUS

     4.1     Failure  or Indulgence Not Waiver.  No failure or delay on the part
             ---------------------------------
of  Holder  hereof  in  the  exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     4.2     Notices.  Any notice herein required or permitted to be given shall
             -------
be  in  writing  and  may be personally served or sent by fax transmission (with
copy  sent  by  regular,  certified or registered mail or by overnight courier).
For  the  purposes  hereof,  the  address and fax number of the Holder is as set
forth  on  the  first  page  hereof.  The address and fax number of the Borrower
shall be E-VideoTV, Inc., 7333 East Doubletree Ranch Rd., Suite 205, Scottsdale,
AZ  85258,  telecopier  number:  (480)  778-1498.  Both  Holder and Borrower may
change  the address and fax number for service by service of notice to the other
as herein provided.  Notice of Conversion shall be deemed given when made to the
Company  pursuant  to  the  Subscription  Agreement.


                                        5
<PAGE>
     4.3     Amendment Provision.  The term "Note" and all reference thereto, as
             -------------------
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented.

     4.4     Assignability.  This  Note  shall  be binding upon the Borrower and
             -------------
its successors and assigns, and shall inure to the benefit of the Holder and its
successors  and  assigns,  and  may  be  assigned  by  the  Holder.

     4.5     Cost  of  Collection.  If  default  is  made in the payment of this
             --------------------
Note,  Borrower  shall  pay  the  Holder  hereof reasonable costs of collection,
including  reasonable  attorneys'  fees.

     4.6     Governing  Law.  This  Note  shall  be governed by and construed in
             --------------
accordance with the laws of the State of New York.  Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement  shall  be  brought  only  in  the  state courts of New York or in the
federal  courts  located  in  the  state  of  New  York.  Both  parties  and the
individual  signing  this Agreement on behalf of the Borrower agree to submit to
the  jurisdiction  of  such  courts.  The  prevailing party shall be entitled to
recover  from  the  other  party  its  reasonable  attorney's  fees  and  costs.

     4.7     Maximum  Payments.  Nothing  contained  herein  shall  be deemed to
             -----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess  of  the maximum permitted by applicable law.  In the event that the rate
of  interest  required  to be paid or other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the  Borrower to the Holder and thus refunded to the
Borrower.

     4.8     Prepayment.  This  Note  may not be paid prior to the Maturity Date
             ----------
or after the occurrence of an Event of Default without the consent of the Holder
except  as  set  forth  in  Section  9.7  of  the  Subscription  Agreement.

     4.9     Security Interest.  The  holder  of  this  Note  has been granted a
             -----------------
security  interest  in  common  stock  of  the Company more fully described in a
Security  Agreement.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                        6
<PAGE>
     IN  WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by  its  Chief  Executive  Officer  on  this  ___  day  of  June,  2001.

                                   E-VIDEOTV,  INC.


                                   By:________________________________




WITNESS:


_______________________________


                                        7
<PAGE>
                              NOTICE OF CONVERSION
                              --------------------

(To  be  executed  by  the  Registered  Holder  in  order  to  convert the Note)


     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________ of the interest due on the Note issued by E-VIDEOTV, INC. on June __,
2001 into Shares of Common Stock of E-VIDEOTV, INC. (the "Company") according to
the  conditions  set  forth  in  such  Note,  as  of  the  date  written  below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

________________________________________________________________________________


                                        8
<PAGE>