EXHIBIT 10.8

THE RIGHTS OF THE HOLDER OF THIS CONVERTIBLE  PROMISSORY NOTE, COMMON STOCK WITH
RESPECT  TO THE  SALE,  TRANSFER,  ASSIGNMENT,  PLEDGE OR OTHER  ENCUMBRANCE  OR
DISPOSITION OF THIS  CONVERTIBLE  PROMISSORY  NOTE OR OF THE COMMON STOCK OF THE
COMPANY  ISSUABLE UPON  CONVERSION  HEREOF ARE SUBJECT TO THE  RESTRICTIONS  SET
FORTH IN SECTION 5 OF THIS CONVERTIBLE PROMISSORY NOTE.


                    CONVERTIBLE PROMISSORY NOTE-COMMON STOCK

$1,199,885.55                                                     Miami, Florida
                                                    Effective September 28, 2007


FOR VALUE RECEIVED,  subject to the terms and conditions  hereinafter set forth,
the  undersigned,  TX Holdings,  Inc., a Georgia  corporation  (the  "Company"),
hereby  promises to pay to the order of Mark S. Neuhaus (the  "Holder"),  at its
office  their  address  ______________,  Miami,  Florida  ______,  or such other
address as the Holder shall specify in writing to the Borrower,  in lawful money
of the United States and in immediately available funds, the principal amount of
One Million One Hundred  Ninety-Nine  Thousand Eight Hundred Eighty-Five Dollars
and fifty-Five Cents  ($1,199,885.55)  or the aggregate unpaid principal balance
of all  amounts  from  time to time  outstanding  hereunder  as set forth in the
Schedule to Convertible Promissory Note attached hereto as Exhibit "A".

SECTION 1. PAYMENT  OBLIGATION.  If not sooner  converted into "Common Stock" of
the Company in accordance  with Section 2 below,  the  principal  amount of this
Convertible  Promissory Note shall be due and payable on September 30, 2009 (the
"Maturity Date. The outstanding  principal balance hereunder shall bear interest
from the date of this Note until paid in full at the rate of Eight  Percent (8%)
per annum.

SECTION 2. CONVERSION.

2.1 Automatic Conversion.  Subject to and upon compliance with the provisions of
this  Section  2. 1, on the date (the  "Conversion  Date")  on which the  Holder
receives the  "Certificate  of  Satisfaction"  (as defined in Section 2.2 below)
this Convertible  Promissory Note shall, without any action required on the part
of either the  Borrowers  or the Holder,  automatically  convert  into,  and the
Holder  shall be  entitled  to receive  in lieu of  payment of the  indebtedness
evidenced  hereby, a number of shares of "Common Stock" (as defined below) equal
to the quotient of (i) a sum equal to the entire outstanding principal amount of
this  Convertible  Promissory Note,  divided by (ii) the "Conversion  Price" (as
defined in Section 2.7 below) in effect at the Conversion  Date. As used in this
Convertible Promissory Note, the term "Common Stock" means, as of the applicable
time, the Common Stock of the Company.

2.2 Conversion  Conditions.  The Board of Directors and the  Shareholders of the
Majority  of the  outstanding  Common  shares of the Company  have duly  adopted
resolutions approving the terms of this Convertible Promissory Note. The Company
has determined  that this is in the best interest of the Company in that (i) the
Company does not currently have the liquidity to pay this  obligation;  (ii) the
Note is  unsecured;  (iii)  the  Note is for a two  year  period;  and  (iv) the
interest rate of 8% is substantially  below the rate available to the Company to
borrow

2.3  Issuance  of  Certificates.  As  promptly  after  the  Conversion  Date  as
reasonably  practicable,  the Company shall instruct its transfer agent to issue
and  deliver  to the  Holder  at the  address  of the  Holder  set  forth on the
Company's  records,   without  any  charge  to  the  Holder,  a  certificate  or
certificates  (issued in the name of the Holder or, subject to the provisions of
Section hereof, in such name as the Holder may designate) for the number of full
shares of Common  Stock of the  Company  issuable  upon the  conversion  of this
Convertible Promissory Note.

2.4 Status on Conversion.  Upon conversion of this Convertible  Promissory Note,
the  Holder  shall be deemed to have  become  the  stockholder  of record of the
shares of Common Stock into which this Convertible  Promissory Note is converted
on the  Conversion  Date (unless the transfer books of the Company are closed on
that  date,  in which  event  the  Holder  shall be deemed  to have  become  the
stockholder of record on the next succeeding day on which the transfer books are
open and the conversion shall be at the rate in effect on such date).


                                       65
<PAGE>



2.5 Taxes Upon  Conversion.  The Company shall pay any and all taxes (other than
taxes in respect of income or gross  receipts) that may be payable in respect of
the  issuance or delivery of any shares of Common  Stock on  conversion  of this
Convertible  Promissory Note. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and  delivery of shares of Common Stock in a name other than that of the Holder,
and the Company  shall not be required to issue or deliver such shares of Common
Stock  unless or until the person or persons  requesting  the  issuance  thereof
shall  have  paid to the  Company  the  amount  of any such  tax or  shall  have
established to the  satisfaction  of the Company that such taxes have been paid,
if any.

2.6 Elimination of Fractional  Interests.  No fractional  shares of Common Stock
shall be issued upon conversion of this  Convertible  Promissory Note, nor shall
the Company be required to pay cash in lieu of  fractional  interests,  it being
the intent of the parties that all fractional  interests shall be eliminated and
that all  issuances  of Common  Stock shall be rounded up to the  nearest  whole
share.

2.7  Conversion  Price.  The  initial   Conversion  Price  of  this  Convertible
Promissory  Note shall be Twenty Eight Cents ($0.28) per share.  The  Conversion
Price shall be adjusted from time to time as follows:

            (a) if the Company shall at any time after the date hereof (i) issue
      any shares of Common Stock (or "Common Stock  Equivalents",  as defined in
      Section  9. 1 below) by way of a  dividend  or other  distribution  on any
      stock of the Company  and  without  consideration,  or (ii)  subdivide  or
      combine  its   outstanding   shares  of  Common   Stock  or  Common  Stock
      Equivalents,  the Conversion  Price shall be adjusted (to the nearest full
      cent) by multiplying (x) the Conversion Price in effect  immediately prior
      to the  adjustment by (y) a fraction,  the numerator of which is the total
      number of  shares  of  Common  Stock,  or  Common  Stock  Equivalents,  as
      applicable, outstanding immediately before the issuance of shares, and the
      denominator  of which is the total  number of shares of Common  Stock,  or
      Common Stock  Equivalents,  as applicable,  outstanding  immediately after
      such issuance or sale.  For the purposes of any  computation to be made in
      accordance  with this Section 2., shares of Common Stock,  or Common Stock
      Equivalents,  issuable  by way of dividend  or other  distribution  on any
      stock of the Company shall be deemed to have been issued immediately after
      the  opening of  business  on the day  following  the record  date for the
      determination  of stockholders  entitled to receive such dividend or other
      distribution.

            (b) if the Company  shall sell or issue Common Stock or Common Stock
      Equivalents  (other than  pursuant to  transactions  described  in Section
      2.7(a) above), or rights, options,  warrants or convertible securities (or
      options  to  purchase  convertible  securities)  containing  the  right to
      subscribe  for  or  purchase  shares  of  Common  Stock  or  Common  Stock
      Equivalents,  without  consideration or for a consideration per share less
      than the "Market Value" (as defined in Section 9.1 below) per share of the
      Common Stock immediately prior to the date of such sale or issuance (which
      date, in the event of distribution to stockholders,  shall be deemed to be
      the record date set by the Company to determine  stockholders  entitled to
      participate in such distribution),  the Conversion Price shall be adjusted
      (to the nearest  full cent) so that the  Conversion  Price shall equal the
      price determined by multiplying the Conversion Price in effect immediately
      prior to the date of such sale or issuance  (which  date,  in the event of
      distribution to stockholders, shall be deemed to be the record date set by
      the Company to  determine  stockholders  entitled to  participate  in such
      distribution)  by a  fraction,  the  numerator  of which  shall be (x) the
      number of shares of Common Stock and Common Stock Equivalents  outstanding
      on the date of such sale or  issuance,  plus (y) the number of  additional
      shares of Common Stock and Common Stock  Equivalents  which the  aggregate
      consideration received by the Company upon such issuance or sale (plus the
      aggregate of any additional  amount to be received by the Company upon the
      exercise or  conversion  of such rights,  options,  warrants,  convertible
      securities or options to purchase  convertible  securities) would purchase
      at the Market Value per share of the Common Stock;  and the denominator of
      which shall be (x) the number of shares of Common  Stock and Common  Stock
      Equivalents outstanding on the date of such issuance or sale, plus (y) the
      number of additional  shares of Common Stock and Common Stock  Equivalents
      offered  for  subscription  or  purchase  (or into which the Common  Stock
      Equivalents  so offered are  convertible).  For purposes of the  foregoing
      adjustment,  the consideration  per share in the case of rights,  options,
      warrants and  convertible  securities (or options to purchase  convertible
      securities), shall be determined by dividing (i) the total amount received
      or receivable by the Company in  consideration  of the sale or issuance of
      the rights,  options,  warrants and convertible  securities (or options to
      purchase convertible  securities) plus the total consideration  payable to
      the Company upon conversion or exercise thereof,  by (ii) the total number
      of shares of Common  Stock  covered by (or issuable on  conversion  of the
      Common Stock Equivalents  covered by) such rights,  options,  warrants and
      convertible  securities.  Such  adjustments  shall  be  made  successively
      whenever such warrants or rights are issued.  To the extent that shares of
      Common  Stock or Common  Stock  Equivalents  are not  delivered  after the
      expiration of such rights,  options,  warrants or  conversion  features of
      convertible  securities,  the Conversion Price shall be readjusted (to the
      nearest full cent) to the  Conversion  Price which would then be in effect
      had the  adjustments  made upon the  issuance of such  rights,  options or
      warrants been made upon the basis of delivery of only the number of shares
      of Common Stock (or Common Stock Equivalents) actually delivered.


                                       66
<PAGE>



            (c) in case the Company hereafter shall fix a record date for making
      a  distribution  to the holders of Common  Stock of assets or evidences of
      its  indebtedness  (excluding  cash  dividends  or  distributions  out  of
      earnings and  dividends  or  distributions  referred to in Section  2.7(a)
      above) or  subscription  rights,  options or warrants  for Common Stock or
      Common Stock  Equivalents  (excluding  those referred to in Section 2.7(b)
      above),  then in each such case the Conversion  Price in effect after such
      record date shall be adjusted to the price  determined by multiplying  the
      Conversion Price in effect  immediately  prior thereto by a fraction,  the
      numerator of which shall be the "Market  Value" (as defined in Section 9.1
      below)  per  share  of  Common  Stock,  less  the fair  market  value  (as
      reasonably  determined by the Company's Board of Directors) of said assets
      or  evidences  of  indebtedness  so  distributed  or of such Common  Stock
      subscription  rights,  options  and  warrants  or  of  such  Common  Stock
      Equivalents  applicable to one share of Common Stock,  and the denominator
      of which  shall be such  Market  Value  per share of  Common  Stock.  Such
      adjustment  shall be made  successively  whenever the record date for such
      distribution is fixed and shall become  effective  immediately  after such
      record date.

2.8  Effect of  Reclassification.  Consolidation,  Merger,  etc,  In case of the
reclassification  or change of outstanding  shares of Common Stock (other than a
change in par value,  or from no par value to par value or vice  versa,  or as a
result of a subdivision or combination),  or in the case of any consolidation or
merger of the Company with or into a corporation  (other than a consolidation or
merger into which the Company is the  surviving  corporation  and which does not
result in any  reclassification  or change of outstanding shares of Common Stock
except a change as a result of a subdivision  or combination of such shares or a
change in par value as described  above), or in the case of a sale or conveyance
to another corporation of all or substantially all of the assets of the Company,
this Convertible  Promissory Note shall be converted on the Conversion Date into
the kind and  number of shares of stock  and/or  other  securities  or  property
receivable upon such reclassification,  change,  consolidation,  merger, sale or
conveyance  by a holder of the number of shares of Common  Stock into which this
Convertible  Promissory  Note might have been converted  immediately  before the
time of  determination  of the  stockholders of the Company entitled to- receive
such shares of stock and/or other  securities or property.  The Company shall be
obligated to retain and set aside, or otherwise make fair provision for exercise
of the  right of the  Holder  to  receive,  the  shares  of stock  and/or  other
securities or property provided for in this Section 2.8.

2.9 Certificate  Concerning Adjusted  Conversion Price.  Whenever the Conversion
Price is adjusted  pursuant to this Section 2.8, the Company promptly shall: (i)
place on file at its principal executive office an officer's  certificate signed
by the  chief  financial  officer  or  controller  of  the  Company  showing  in
appropriate detail the facts requiring such adjustment, the computation thereof,
and the adjusted  Conversion  Price, and shall exhibit the certificate from time
to time to the Holder of this Convertible  Promissory Note if the Holder desires
to inspect the same;  and (ii) mail or cause to be mailed to the Holder,  in the
manner provided for giving notice pursuant to this Convertible  Promissory Note,
a notice  stating  that  such  adjustment  has been made and  setting  forth the
adjusted Conversion Price.

2.10  Reservation  and Listing of Shares for Issuance.  The Company shall at all
times  from and after the first  date on which  the  Conversion  Conditions  are
satisfied,  reserve and keep available out of its authorized and unissued shares
of Common Stock, for the purpose of effecting the conversion of this Convertible
Promissory Note, such number of its duly authorized shares as shall from time to
time be sufficient to effect the conversion of this Convertible Promissory Note.
The Company  covenants that all shares of Common Stock issued upon conversion of
this  Convertible  Promissory  Note in compliance  with the terms hereof will be
duly and validly  issued and fully paid and  non-assessable.  From and after the
first date on which the Conversion Conditions are satisfied, and as long as this
Convertible  Promissory  Note shall be  outstanding,  the Company  shall use its
reasonable  best  efforts  to cause all  shares of Common  Stock  issuable  upon
conversion of this Convertible Promissory note to be listed (subject to official
notice of  issuance)  on all  securities  exchanges on which the Common Stock is
then listed.


                                       67
<PAGE>



SECTION 3. SECURITY.

This Convertible Promissory Note is unsecured.

SECTION 4. TRANSFER, EXCHANGE AND REPLACEMENT OF NOTE.

This Convertible Promissory Note shall be transferable only on the note register
of the Company  maintained at the office of the Company's  transfer  agent or at
the  principal  executive  office of the  Company,  upon  delivery  thereof duly
endorsed by, or accompanied  (if required by the Company) by proper  evidence of
succession,  assignment or authority to transfer executed by the Holder, in each
case accompanied by any necessary transfer tax imposed upon transfer or evidence
thereof. In addition, prior to such transfer the Holder (and, if applicable, the
proposed  transferee)  shall  comply  with the  terms  of  Section  6.  Upon any
registration  of  transfer,  the  Borrowers  shall  execute  a  new  Convertible
Promissory Note to the person entitled thereto. The Borrowers may deem and treat
the person in whose name this  Convertible  Promissory Note is registered as the
absolute,  true and lawful  owner of this  Convertible  Promissory  Note for all
purposes.  Upon receipt by the Borrowers of evidence reasonably  satisfactory to
them  of  the  loss,  theft,  destruction  or  mutilation  of  this  Convertible
Promissory  Note,  the  Borrowers  shall  make  and  deliver  a new  Convertible
Promissory Note of like tenor, in lieu of this  Convertible  Promissory Note, if
(i) in case of loss, theft or destruction,  the Borrowers  receive  indemnity or
security reasonably  satisfactory to them, (ii) the Borrowers are reimbursed for
all  reasonable  expenses  incidental  to  such  replacement,   and  (iii)  this
Convertible Promissory Note is surrendered and cancelled, if mutilated.

SECTION 5. PREPAYMENT.

The principal amount of this Convertible  Promissory Note may not be prepaid, in
whole or in part, without the written consent of the Holder.

SECTION 6. ACQUISITION FOR INVESTMENT AND RESTRICTIONS. ON TRANSFER.

6.1   Investment Intent.

            (a) The Holder,  by acceptance of this Convertible  Promissory Note,
      represents that this Convertible  Promissory Note and any shares of Common
      Stock issuable.  upon conversion of this  Convertible  Promissory Note are
      being and will be acquired for the Holder's own account for investment and
      not with a view to, or for resale in  connection  with,  the  distribution
      thereof in violation of applicable  securities  laws,  and that the Holder
      has no present  intention of  distributing  or reselling this  Convertible
      Promissory Note or any such shares of Common Stock.

            (b) The Holder,  by acceptance of this Convertible  Promissory Note,
      further  represents  that it has not  offered  or  sold  this  Convertible
      Promissory Note, or any shares of Common Stock into which this Convertible
      Promissory  Note is  convertible,  directly  or  indirectly  to any  other
      "Person,"  as  defined in  Section  9.1 below,  and that the Holder is not
      acquiring this  Convertible  Promissory  Note or any such Common Stock for
      the account of any other Person.

6.2 Restrictions on Transfer.  The Holder, by the acceptance of this Convertible
Promissory Note, agrees that the Holder will not sell, transfer, assign, pledge,
hypothecate or otherwise  dispose of this Convertible  Promissory Note or any of
the  shares  of  Common  Stock  issuable  upon  conversion  of this  Convertible
Promissory  Note,  or  any  interest  in the  same  unless:  (i) a  registration
statement under the Securities Act of 1933, as amended (the "Act"), covering the
sale or transfer  of this  Convertible  Promissory  Note or the shares of Common
Stock issuable upon conversion of this  Convertible  Promissory Note as the case
may be, is in effect; (ii) the Holder first provides the Company with an opinion
of counsel (which may be counsel for the Company)  reasonably  acceptable to the
Company  to  the  effect   that  such  sale,   transfer,   assignment,   pledge,
hypothecation or other  disposition will be exempt from the registration and the
prospectus  delivery  requirements  of the Act;  or (iii) such  sale,  transfer,
assignment,  pledge,  hypothecation  or  other  disposal  shall  be  made  to  a
corporation or other entity which is  wholly-owned by the Holder or by which the
Holder  is  wholly-owned.   Any  such  sale,   transfer,   assignment,   pledge,
hypothecation  or other  disposition  shall also  comply with  applicable  state
securities or "Blue Sky" laws.


                                       68
<PAGE>



6.3  Legends.  Certificates  evidencing  shares of Common  Stock  issuable  upon
conversion of this Convertible Promissory Note shall bear the following legend:

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT  PURPOSES ONLY AND NOT
WITH A VIEW TO THE  DISTRIBUTION  THEREOF IN VIOLATION OF APPLICABLE  SECURITIES
LAWS,  AND SUCH  SECURITIES  MAY NOT BE SOLD OR  TRANSFERRED  UNLESS THERE IS AN
EFFECTIVE  REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE
COMPANY  RECEIVES AN OPINION OF COUNSEL  (WHICH MAY BE COUNSEL FOR THE  COMPANY)
REASONABLY  ACCEPTABLE  TO THE  COMPANY  STATING  THAT SUCH SALE OR  TRANSFER IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

The certificates  representing such shares of Common Stock, and each certificate
issued upon  transfer  thereof,  also shall bear any legend  required  under any
applicable  state  securities  or "Blue Sky" laws.  The Holder  consents  to the
Company's  making a  notation  on its  records  or  giving  instructions  to any
transfer  agent of the Common Stock in order to implement  the  restrictions  on
transfer of this Convertible Promissory Note and shares of Common Stock issuable
upon  conversion  hereof set forth  herein.  The Company shall remove any legend
endorsed on this Convertible  Promissory Note or on such a certificate,  and any
stock  transfer   instructions   and  record  notations  with  respect  to  this
Convertible  Promissory  Note and shams of Common Stock issuable upon conversion
hereof,  and shall issue a  Convertible  Promissory  Note or such a  certificate
without such legend to the Holder if. (i) this  Convertible  Promissory  Note or
any Common Stock issuable upon conversion hereof is registered under the Act and
under any  applicable  state  securities  laws,  as the case may be; or (ii) the
Holder provides the Company with an opinion of counsel (which may be counsel for
the Company)  reasonably  acceptable  to the Company to the effect that a public
sale or transfer of this  Convertible  Promissory  Note or such shares of Common
Stock may be made  without  registration  under the Act or under any  applicable
state securities laws, as the case may be.

SECTION 7. DEFAULTS AND REMEDIES.

7.1 Events of Default.  The occurrence and continuance of any one or more of the
following events shall constitute an "Event of Default" hereunder:

            (a) the Borrowers fail to pay any amount due under this  Convertible
      Promissory Note within two days of the date when due;

            (b) the  Borrowers  fail to  observe,  perform  or  comply  with any
      covenant,  agreement or term contained in this Convertible Promissory Note
      and, if subject to remedy,  the same is not remedied  within 30 days after
      written notice from the Holder; provided, however, that such 30-day period
      shall be extended for an additional 30 days so long as within such initial
      30-day period the Borrowers have commenced to cure and are proceeding with
      due diligence to cure such failure; or

            (c) either  Borrower  makes a general  assignment for the benefit of
      creditors;  any  proceeding is instituted  by or against  either  Borrower
      seeking to  adjudicate it a bankrupt or  insolvent,  seeking  liquidation,
      winding up, reorganization, arrangement, adjustment, protection, relief or
      composition  of it or its debts  under  any law  relating  to  bankruptcy,
      insolvency or  reorganization  or relief of debts, or seeking the entry of
      an order for relief or the  appointment  of a  receiver,  trustee or other
      similar  official  for it or for any  substantial  part  of its  property,
      provided  that,  in any such  case,  if the same is  dismissed  or vacated
      within 60 days of being instituted,  then any such default shall be deemed
      cured; or either  Borrower takes any corporate  action to authorize any of
      the actions set forth above.


                                       69
<PAGE>



7.2 Remedies.  Upon any "Event of Default" as defined in Section 7.1 above,  the
Holder  may, at its sole  option,  declare the entire  amount of  principal  and
accrued,   unpaid  interest  on  this  Convertible   Promissory  Note  (if  any)
immediately due and payable, by written notice to the Borrowers,  in which event
the Borrowers  immediately  shall pay to the Holder the entire unpaid  principal
balance of this  Convertible  Promissory  Note  together  with  accrued,  unpaid
interest thereon to the date of such payment. No delay or omission of the Holder
to exercise  any right or power  occurring  upon any Event of Default  hereunder
shall  impair any such right or power or shall be  construed  as a waiver of any
such  Event  of  Default  or an  acquiescence  therein.  To the  fullest  extent
permitted  by law,  the  Holder's  rights and  remedies  under this  Convertible
Promissory Note shall be cumulative,  and the Holder shall have all other rights
and  remedies  not  inconsistent  herewith  as are  provided  under the  Uniform
Commercial Code as in effect in the relevant jurisdictions, by law or in equity.
No exercise by the Holder of one right or remedy shall be deemed an election, no
waiver by the Holder of any default on the part of the Borrowers shall be deemed
a  continuing  waiver,  and no delay by the Holder  shall  constitute  a waiver,
election or acquiescence by it.

7.3 Waivers. The Borrowers waive presentment, demand, notice of dishonor, notice
of  default  or  delinquency,  notice of  acceleration,  notice of  protest  and
nonpayment,  notice of costs, expenses or losses and interest thereon, notice of
interest on interest  and  delinquence  in taking any action to collect any sums
owing under this Convertible  Promissory Note or in a proceeding  against any of
the rights or interests in or to properties securing payment of this Convertible
Promissory Note.

SECTION 8. REGISTRATION RIGHTS.

The  Company  and the  Holder  (for  itself and all  subsequent  holders of this
Convertible   Promissory  Note  and  of  the  Common  Stock  into  which  it  is
convertible),  by acceptance of this Convertible  Promissory Note, agree that if
he Company  Registers  any Common Stock of the Company will  register the Common
Shares if the Holder  elects to convert this Note to Common  Shares prior to the
Registration.


SECTION 9. MISCELLANEOUS.

9.1  Definitions.  As used herein the  following  terms shall have the following
meanings:

            "Closing  Price"  on a given  day  shall  mean the last  sale  price
      regular way or, in case no such reported sales take place on such day, the
      average of the last  reported  bid and ask price,  regular  way, in either
      case on the principal national  securities exchange or the NASDAQ/National
      Market  System on which the shares of Common Stock are admitted to trading
      or listed, or if not so admitted or listed, the representative closing bid
      price as reported by NASDAQ or other similar  organization if NASDAQ is no
      longer reporting such information or, if not so available, the fair market
      price as reasonably determined by the Board of Directors of the Company.

"Common Stock  Equivalents"  shall mean securities that are convertible  into or
exchangeable or exercisable for shares of Common Stock.

"Market  Value" per share of Common  Stock at any date shall mean the average of
the daily  Closing  Price for the Common Stock for the 5 rading Days before such
date.

"Person" shall mean any individual or entity,  including without  Limitation any
corporation, partnership, joint venture or trust.

"Subsidiary"  shall mean any corporation or association -of which the Company or
one or more of its  Subsidiaries  owns at least a  majority  of the  outstanding
voting stock or other equity  interest having by its terms ordinary voting power
to  elect  a  majority  of  the  board  of  directors  of  such  corporation  or
association.

"Trading  Day"  shall  mean a day on which  the  principal  national  securities
exchange on which  shares of Common  Stock of the Company are listed or admitted
to trading is open for the  transaction  of  business  or, if the shares of such
Common  Stock are not listed or admitted to trading on any  national  securities
exchange,  a Monday,  Tuesday,  Wednesday,  Thursday or Friday on which  banking
institutions  in the Borough of Manhattan,  City and State of New York,  are not
authorized or obligated by law or executive order to close.


                                       70
<PAGE>



9.2  Merger,  Consolidation  and Sale.  Nothing  contained  in this  Convertible
Promissory Note shall prevent any  consolidation or merger of a Borrower with or
into any other  corporation or corporations  (whether or not affiliated with the
Borrowers)  or successive  consolidations  or mergers in which a Borrower or its
successor or successors  shall be a party or parties,  or shall prevent any sale
or conveyance of all or any  substantial  portion of the assets of a Borrower to
any other corporation (whether or not affiliated with the Borrowers)  authorized
to acquire and operate the same.

9.3 Notices. Any and all notices,  requests,  demands,  designations,  consents,
offers,  acceptances or any other communications to be given by any party to any
other party under the terms and conditions of this  Convertible  Promissory Note
shall be in writing  and  personally  delivered,  or sent by first  class  mail,
registered  or  certified,  postage  pre-paid,  or sent by  reputable  overnight
courier service, facsimile,  telecopy or telex, addressed as follows, or to such
other address as may be designated in writing by the party to which notice is to
be sent:

If to the Borrowers, to:

TX Holdings, Inc.


Miami, Florida
Attention: Jose Fuentes


With a copy to:

Dexter & Dexter Attorneys at Law, PC
1360 South 740 East
Orem, Utah 84097
Attention: Michael A. Cederstrom, Esq.

If to the Holder, to:

Mark s. Neuhaus

Miami, Florida
Attention: Mark S. Neuhaus

Each  such or other  communication  notice  shall be deemed to be given (a) when
received if personally  delivered or sent by facsimile,  telecopy or telex;  (b)
three days after deposit in the United States mail,  first class,  registered or
certified,  postage pre-paid and addressed as set forth herein,  or (c) 48 hours
after deposit with a reputable  overnight courier service,  charges pre-paid and
addressed as set forth herein. Notwithstanding the foregoing, the failure of the
Holder to provide Heller, Ehrman, White & McAuliffe with a copy of any notice or
other  communication  given to the  Borrowers  hereunder  shall not  affect  the
validity of enforceability thereof.

9.4 Successors.  All the covenants,  agreements,  representations and warranties
contained in this Convertible  Promissory Note shall bind the parties hereto and
their respective heirs, executors, administrators,  distributees, successors and
assigns.

9.5 Governing Law. This Convertible Promissory Note is delivered in the State of
Florida and shall be construed and enforced in accordance with, and governed by,
the laws of the State of Florida  without  application  of the  conflict of laws
provisions  or  principles  thereof.  All  persons  and  entities  in any manner
obligated  under  this  Convertible   Promissory  Note  hereby  consent  to  the
jurisdiction  of any federal or state court  within the State of Florida  having
proper venue,  and also consent to service of process by any means authorized by
federal or Florida law.

9.6  Headings.  The Section  headings in this  Convertible  Promissory  Note are
inserted for purposes of  convenience  only, and shall not affect in any way the
meaning or interpretation hereof.


                                       71
<PAGE>



9.7  Attorneys'  Fees. If any action at law or in equity is necessary to enforce
or interpret  the terms of this  Convertible  Promissory  Note or the rights and
duties of the parties in relation hereto, the prevailing party will be entitled,
in addition to any other relief granted,  to all costs and expenses  incurred by
such prevailing party, including,  without limitation, all reasonable attorneys'
fees.

9.8 Time of the Essence.  Time is of the essence with respect to every provision
hereof.

9.9 Usury.  Notwithstanding  any other provision of this Convertible  Promissory
Note to the  contrary,  all  agreements  among the  Borrowers and the Holder are
expressly  limited,  so that in no event or contingency  whatsoever,  whether by
reason of the advancement of the proceeds of this  Convertible  Promissory Note,
acceleration  of  maturity  of the unpaid  principal  balance,  the  addition of
accrued  interest to principal or otherwise,  shall the amount paid or agreed to
be paid to the Holder for the use,  forbearance  or detention of the money to be
advanced under this  Convertible  Promissory Note exceed the highest lawful rate
permissible under applicable usury laws. If, under any circumstances whatsoever,
fulfillment of any provision of this  Convertible  Promissory  Note or any other
agreement   pertaining  to  this  Convertible   Promissory  Note,  after  timely
performance of such provision is due,  shall involve  transcending  the Limit of
validity  prescribed  by law  which  a court  of  competent  jurisdiction  deems
applicable,  then the  obligations to be fulfilled shall be reduced to the limit
of such validity, and if, under any circumstances  whatsoever,  the Holder shall
ever  receive as interest an amount that exceeds the highest  lawful  rate,  the
amount that would be excessive  interest shall not be required to be paid by the
Borrowers,  and the Holder shall hold in trust and return to the  Borrowers  any
interest paid hereunder in excess of the highest lawful rate.

9.10  Endorsement  of Schedule.  The  Borrowers  hereby  authorize the Holder to
endorse on the  Schedule  all loans made to the  Borrowers  evidenced  hereby in
accordance with the Debt Conversion Agreement,  which endorsements shall, in the
absence of manifest error, be conclusive as to the outstanding principal balance
under this Convertible  Promissory Note; provided,  however, that the failure to
make an  endorsement  or the  inaccuracy of any  endorsement  shall not limit or
otherwise  affect the  obligations  of the Borrowers  under the Debt  Conversion
Agreement or this Convertible Promissory Note.

IN WITNESS WHEREOF,  the parties have executed this Convertible  Promissory Note
effective as of the date first above written.

Borrower:

TX HOLDINGS, INC> a Georgia corporation


By: /S/ Michael A. Cederstrom
    -----------------------------
Michael A. Cederstrom
Its: Chief Financial Officer


Holder


     /s/ Mark S. Neuhaus
-------------------------------
Mark S. Neuhaus, Individually


                                       72
<PAGE>



                                    EXHIBIT A
                                    ---------

                     SCHEDULE TO CONVERTIBLE PROMISSORY NOTE
                     ---------------------------------------

================================================================================
                                                 Borrowing
                             Unpaid Principal    Availability
                             Balance of          Under            Name of
                             Convertible         Convertible      Person  Making
Date         Amount of Loan  Promissory Note     Promissory Note  Notation
================================================================================
9/30/07      $1,199,885.55   $1,199,885.55       $0.00
-------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

================================================================================


                                       73