THIS
      WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED
      OR
      TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
      ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.
      

     

    UNSECURED
      CONVERTIBLE PROMISSORY NOTE

     

    (“Note”)

     

    
      
        	Principal Amount:	
                ___________,
                  California

              
	$______  	
                _____________,
                  200_

              


      

    

     

     

    FOR
      VALUE
      RECEIVED, the undersigned, FIIC,
      Inc.,
      a
      Delaware corporation (the “Maker”),
      promises to pay to the order of ___________________
      (the
“Holder”),
      at_______________, California ________, or at such other place as Holder may
      designate in writing, the principal amount of _____________________
      ($___________) in lawful money of the United States of America, in local funds,
      plus simple interest thereon from the date hereof on the aggregate unpaid
      principal amount until such amount is paid in full at the annual rate of ____
      percent (_____%) (calculated on the basis of a 365 or 366 day year as applicable
      and actual days elapsed or until the Note is converted as provided below).
      Principal amount and accrued interest shall be due and payable on or before
      _____________, 200_ (the “Due Date”). All payments on or in respect of this Note
      or the indebtedness evidenced hereby shall be made to Holder without set-off
      or
      counterclaim and free and clear of and without any deductions of any
      kind.

     

    The
      entire amount of outstanding principal and accrued interest on this Note shall
      be convertible at any time at the Option of the Holder and shall automatically
      convert into shares of the Maker’s Common Stock at the close of the Maker’s next
      equity financing, whether in a single transaction or a series of related
      transactions, yielding gross proceeds to the Maker of at least $2,000,000 in
      the
      aggregate (the “Next
      Equity Financing”).
      The
      number of shares of Common Stock to be issued upon such conversion shall be
      equal to the quotient obtained by dividing (i) the entire principal amount
      of this Note plus accrued interest by (ii) a $____ price per share of the
      Common Stock, rounded to the nearest whole share. If automatically converted,
      the issuance of such shares upon such conversion shall be upon the terms and
      subject to the conditions applicable to the Next Equity Financing. 

     

    Upon
      any
      conversion as set forth above, the Note shall cease to represent the
      indebtedness of the Maker stated therein and the sole right of the Holder shall
      be to receive certificates evidencing the Common Stock to which the Holder
      is
      entitled. Upon any such conversion, the Holder agrees to promptly surrender
      to
      the Maker this Note. Fractional shares shall not be issued and fractions shall
      be settled in cash based upon the Purchase Price or the price per share of
      the
      Common Stock, as the case may be.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Prepayment
      of the total amount of principal and accrued interest due on this Note is
      permitted and without penalty; however, prepayment of less than the total amount
      of principal and accrued interest due on this Note is not permitted without
      the
      express written consent of the Holder is not permitted.

     

    As
      further consideration for this Note, the Maker shall deliver to the Holder
      a
      Common Stock Purchase Warrant in the form attached hereto as Exhibit A.

     

    The
      Maker
      will take all necessary corporate action and obtain all necessary government
      consents and approvals to authorize the issuance of this Note and, prior to
      the
      conversion hereof, the shares of Common Stock issuable upon conversion of this
      Note. If, at any time, the number of authorized but unissued shares of the
      Maker's Common Stock shall be insufficient to effect the conversion of this
      Note, then the Holder will take such corporate action as may be necessary to
      increase its authorized but unissued shares to such number as shall be
      sufficient for such purpose. 

     

    All
      Common Stock issued upon the conversion of this Note shall be validly issued,
      fully paid and non assessable.

     

    This
      Note
      does not by itself entitle the Holder to any voting rights or other rights
      as a
      shareholder of the Maker. In the absence of conversion of this Note, no
      provisions of this Note, and no enumeration herein of the rights or privileges
      of the holder, shall cause such holder to be a stockholder of the Maker for
      any
      purpose.

     

    The
      Holders acknowledges that this Note and the Common Stock issuable upon its
      conversion have not been registered or qualified under federal or state
      securities laws. 

     

    It
      is
      understood that the term, “Holder,”
as
      used herein, includes any successor thereto. The rights and obligations of
      the
      Maker and the Holder shall be binding upon and benefit the successors and
      assigns, heirs, administrators and transferees of the parties.

     

    The
      Maker
      and all endorsers, sureties and guarantors, jointly and severally, waive all
      presentments, demands for performance, notices of nonperformance, protests,
      notices of protest and notices of dishonor in connection with the delivery,
      acceptance, performance and enforcement of this Note.

     

    This
      Note
      is made in accordance with and shall be construed under the laws of the State
      of
      California (without giving effect to the conflict of law principles
      thereof).

     

    The
      Maker
      agrees to pay all costs of collection of any amounts due hereunder when
      incurred, including, without limitation, reasonable attorneys’ fees and
      expenses.

     

    
      
        -2-

      

      
         

        
          

        

      

      
         

      

    


    This
      Note
      is executed as of the date set forth above.

     

     

    
      	 	 	MAKER:
              FIIC, Inc.
	 	 	 
	 	 	 
	 	 	By:	
            
	 	 	 	James W. France,
	 	 	 	President and Chief Executive
              Officer
	 	 	 	 
	 	 	 	Address: 1585
              Bethel Road, 1st
              Floor
	 	 	 	
                               
                Columbus, Ohio 43220

            
	 	 	 	 
	 	 	 	 
	AGREED TO AND ACCEPTED:	 	 	 
	PAYEE: 	 	 	 
	 	 	 	 
	By:____________________________	 	 	 
	Name:__________________________	 	 	 
	Title:___________________________	 	 	 
	
              Address:________________________

            	 	 	 
	           
              _____________________	 	 	 
	           
              _____________________	 	 	 
	 	 	 	 


    

     

     

     

     

    
      
        -3-