THIS
      SECURED NOTE AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
      THE
“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
      SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT
      BE
      OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN
      A
      GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS. 

     

    VORTEX
      RESOURCES CORP.

     

    Convertible
      Note

     

    September
      ___, 2008

     

    
      	
              No.
                N-1

            	
              US$1,600,000

            


    

    


    This
      Secured Note (the “Note”)
      is
      issued on September __, 2008 (the “Closing Date”)
      by
      Vortex Resources Corp. a Delaware corporation (the “Company”),
      to
      Trafalgar Capital Specialized Investment Fund, Luxembourg (together with its
      permitted successors and assigns, the “Holder”)
      pursuant to exemptions from registration under the Securities Act of 1933,
      as
      amended.

     

    ARTICLE
      I.

     

    Section
      1.01 Principal
      and Interest.
      For
      value
      received, the Company hereby promises to pay to the order of the Holder on
      September ____, 2010 in lawful money of the United States of America and in
      immediately available funds the principal sum of One Million Six Hundred
      Thousand U.S. Dollars (US$1,600,000)
      together
      with interest on the unpaid principal of this Note at the rate of eight and
      one
      half percent (8.5%) per annum compounded monthly from the date hereof until
      paid. Interest shall be computed on the basis of a 360-day year and the actual
      days elapsed and the Holder shall deduct two (2) interest payments at each
      Closing (as defined in the Securities Purchase Agreement). The Holder shall
      in
      no event be entitled to convert this Note for a number of shares of Common
      Stock
      in excess of that number of shares of Common Stock which, upon giving effect
      to
      such conversion, would cause the aggregate number of shares of Common Stock
      beneficially owned by the Holder and its affiliates to exceed 9.99% of the
      outstanding shares of the Common Stock following such conversion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1.02 Optional
      Conversion.
      The
      Holder is entitled, at its option, to convert, and sell on the same day or
      at
      any subsequent time, at any time and from time to time, until payment in full
      of
      this Note, all or any part of the principal amount of the Note, plus accrued
      interest, into shares (the “Conversion
      Shares”)
      of the
      Company’s common stock, par value US $.001 per share (“Common
      Stock”),
      at
      the price per share equal to eighty-five percent (85%) of the average
      Volume Weighted Average Price (“VWAP”) of the Company’s Common Stock, as quoted
      by Bloomberg, LP, for the ten (10) trading days immediately preceding the
      Conversion Date (as defined herein) (the “Conversion
      Price”)
      but in
      no event at a price below $2.00 per share. As used herein, “Principal
      Market”
shall
      mean The National Association of Securities Dealers Inc.’s Over-The-Counter
      Bulletin Board, Nasdaq Capital Market, or American Stock Exchange. No fraction
      of shares or scrip representing fractions of shares will be issued on
      conversion, but the number of shares issuable shall be rounded to the nearest
      whole share. To convert this Note, the Holder hereof shall deliver written
      notice thereof, substantially in the form of Exhibit “A” to this Note, with
      appropriate insertions (the “Conversion
      Notice”),
      to
      the Company at its address as set forth herein. The date upon which the
      conversion shall be effective (the “Conversion
      Date”)
      shall
      be deemed to be the date set forth in the Conversion Notice. Within three (3)
      days of receipt of a Conversion Notice from the Holder, the Company may redeem
      any conversion for cash in lieu of issuing the Conversion Shares at using the
      Redemption Amount. 

     

    Section
      1.03 Reservation
      of Common Stock.
      The
      Company shall reserve and keep available out of its authorized but unissued
      shares of Common Stock, solely for the purpose of effecting the conversion
      of
      this Note, such number of shares of Common Stock as shall from time to time
      be
      sufficient to effect such conversion, based upon the Conversion Price. If at
      any
      time the Company does not have a sufficient number of Conversion Shares
      authorized and available, then the Company within ten (10) business days for
      the
      sole purpose of increasing the number of shares authorized shall either (i)
      obtain sufficient written consents from the Company’s shareholders and file an
      Information Statement with the Securities and Exchange Commission (the “SEC”) or
      (ii) file a preliminary proxy statement with the Securities and Exchange
      Commission within ten (10) business day after such occurrence and shall call
      and
      hold a special meeting of its stockholders as soon as practicable after such
      occurrence for the sole purpose of increasing the number of authorized shares
      of
      Common Stock. Notwithstanding the foregoing, the Holders hereby acknowledge
      that
      the Company currently does not have sufficient shares of its Common Stock
      authorized as shall be necessary to effect the issuance of the Conversion
      Shares, but has obtained the written consent of a sufficient number of votes
      of
      its shareholders to authorize such increase and has filed an Information
      Statement with the SEC reflecting such approval.

     

    Section
      1.04 Issuance
      of Common Stock upon Conversion.
      The
      Company shall promptly, but no later than five (5) days following the Company’s
      receipt of a Conversion Notice, cause the delivery of the full amount of the
      Common Stock due to be issued to Holder at that time. In the event that the
      shares of Common Stock are not delivered within ten (10) days of the Company’s
      receipt of a Conversion Notice, the Company shall pay the Holder a cash amount
      within three (3) business days, after the end of the month in which such shares
      were due, equal to two percent (2%) of the liquidated value of the Notes then
      outstanding, as liquidated damages and not as a penalty. The Company
      acknowledges that such a failure to deliver the shares due pursuant to a
      Conversion Notice is likely to cause material financial hardship to Holder
      and
      shall constitute and Event of Default hereunder.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      1.05 Mandatory
      and Optional Redemption.
      The
      Company shall redeem this Note starting on the fourth month following issuance
      in 20 equal installments of $56,000 of the then outstanding principal and a
      final payment on month 24 in the amount of $480,000. Each monthly payment shall
      include interest plus a redemption premium on the principal of the Note as
      it is
      redeemed. This redemption premium shall initially be 7% in month four and
      increase by 1% per month. See attached Exhibit
      B
      for the
      Mandatory Redemption Schedule which is subject to adjustment for redemptions
      and
      conversions as described herein. The Company shall also have the option to
      prepay the then outstanding principal and any accrued but unpaid interest of
      this Note in full or in part at any time and from time to time by providing
      the
      Holder with three days advance notice. The Company shall pay a redemption
      premium of 15% on any early principal redeemed. a In the event the Company
      closes a financing with cash proceeds in the amount of $4,000,000 or more,
      the
      Holder has the right to demand repayment of the total amount of principal and
      interest outstanding plus a redemption premium. Should the financing be closed
      in several installments, then repayment would be made on a pro rata basis.
      

     

    Section
      1.06 Interest
      Payments.
      The
      interest so payable will be paid monthly in arrears in cash beginning on the
      first month following the Closing (the “Interest
      Payment Date”)
      to the
      person in whose name this Note is registered. Holder shall deduct the first
      two
      (2) interest payments at the Closing. In the event of default, as described
      in
      Article III Section 3.01 hereunder, the Holder may elect that the
      interest be paid in cash (via wire transfer or certified funds) or in the form
      of Common Stock. If paid in the form of Common Stock, the amount of stock to
      be
      issued will be calculated as follows: the value of the stock shall be the
      Closing Bid Price on: (i) the date the interest payment is due; or
      (ii) if the interest payment is not made when due, the date the interest
      payment is made. A number of shares of Common Stock with a value equal to the
      amount of interest due shall be issued. No fractional shares will be issued;
      therefore, in the event that the value of the Common Stock per share does not
      equal the total interest due, the Company will pay the balance in
      cash.

     

    Section
      1.07 Paying
      Agent and Registrar.
      Initially, the Company will act as paying agent and registrar. The Company
      may
      change any paying agent, registrar, or Company-registrar by giving the Holder
      not less than ten (10) business days’ written notice of its election to do
      so, specifying the name, address, telephone number and facsimile number of
      the
      paying agent or registrar. The Company may act in any such
      capacity.

     

    Section
      1.08 Secured
      Nature of Note.
      This
      Note is secured by the assets and property of the Company set forth on Exhibit
      A
      to the Security Agreement dated the date hereof between the Company and the
      Holder (the “Security
      Agreement”).
      As
      set forth in the Security Agreement, Holder’s security interest shall terminate
      upon the occurrence of an Expiration Event as defined in the Security
      Agreement.

     

    Section
      1.09  Currency
      Exchange Rate Protections for Non U.S. Buyers.
      This
      Section 1.09 only applies to non U.S Buyers. 

     

    (a)
      “Closing Date Exchange Rate” means the Euro to US dollar spot exchange rate as
      converted by the Holder’s Custodian on the date funds are transferred into
      escrow.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) “Redemption
      Notice” means advance written notice provided at least three business days prior
      to a Redemption.

     

    (c) “Redemption
      Amount” means the amount of principal and interest redeemed pursuant to a
      Redemption Notice.

     

    (d)
       “Repayment
      Exchange Rate” means
      in
      relation to each date of a Conversion Notice or date of a Redemption Notice,
      the Euro
      to
      US dollar spot exchange rate as quoted by Bloomberg or Proquote on such
      date.

     

    (e) If
      on the
      date of any Conversion Notice or Redemption Notice, the Repayment Exchange
      Rate
      is more than the Closing Date Exchange Rate then the number of Shares to be
      issued shall be increased by the same percentage as results from dividing the
      Repayment Exchange Rate by the relevant Closing Date Exchange Rate. By way
      of
      example, if the number of Shares to be issued in respect of a particular
      Conversion Notice or Redemption Notice would, but for this Section 1.09, be
      1,000 and if the Closing Date Exchange Rate is 1.75 and the relevant Repayment
      Exchange Rate is 1.80, then 1,029 Shares will be issued in relation to that
      Conversion Notice
      or
      Redemption Notice, as the case may be.
      For the
      avoidance of doubt, the formula for such calculation, by way of example for
      this
      Section, equals ((1.80 /1.75)-1)*1000 = 29 additional shares.

     

    (f) If
      on the
      Repayment Date or any Interest Repayment Date, the Cash Payment Date Exchange
      Rate, as defined below is less than the Closing Date Exchange Rate then the
      amount of cash required to satisfy the amounts due at such time shall be
      increased by the same percentage as results from dividing the Cash Payment
      Date
      Exchange Rate by the relevant Closing Date Exchange Rate.“Cash
      Payment Date Exchange Rate” means in
      relation to each Repayment Date or Interest Repayment Date the Euro to
      US
      dollar spot exchange rate as quoted by Bloomberg or Proquote on such date.
      By
      way of example, if the amount of cash required to repay all amounts due on
      such
      date would, but for this Section 1.09, be $1,000 and if the Closing Date
      Exchange Rate is 1.75 and the relevant Repayment Date Exchange Rate is 1.80
      then
      the amount of cash from the Cash Payment required to repay all amounts due
      on
      such date will be $1,028.57.
      For the
      avoidance of doubt, the formula for such calculation, by way of example for
      this
      Section, equals ((1.80/1.75)-1)*$1000 = $28.57 additional dollars.

     

    ARTICLE
      II.

     

    Section
      2.01 Amendments
      and Waiver of Default.
      The Note
      may not be amended without the written consent of the Holder and the Company.
      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III.

     

    Section
      3.01 Events
      of Default.
      An
      Event
      of Default is defined as follows: (a) failure by the Company to pay amounts
      due hereunder within fifteen (15) days of the date of maturity of this
      Note; (b) failure by the Company to comply with the terms of the
      Irrevocable Transfer Agent Instructions attached to the Securities Purchase
      Agreement; (c) failure by the Company’s transfer agent to issue freely tradeable
      Common Stock (including Common Stock tradable under Rule 144) to the Holder
      within five (5) days of the Company’s receipt of the attached Notice of
      Conversion from Holder; (d) failure by the Company for ten (10) days
      after notice to it to comply with any of its other agreements in the Note;
      (e) events of bankruptcy or insolvency; (f) a breach by the Company of
      its obligations under the Securities Purchase Agreement which is not cured
      by
      the Company within ten (10) days after receipt of written notice thereof or
      (g)
      any attempts, actions or inactions taken by or under the direction of the
      Company made with the intention of rescinding, cancelling or modifying in any
      matter the Irrevocable Transfer Agent Instructions executed on the date hereof.
      Upon the occurrence of an Event of Default, the Holder may, in its sole
      discretion, accelerate full repayment of all Notes outstanding and accrued
      interest thereon or may, notwithstanding any limitations contained in this
      Note
      and/or the Securities Purchase Agreement dated the date hereof between the
      Company and Trafalgar Capital Specialized Investment Fund, Luxembourg (the
      “Securities
      Purchase Agreement”),
      convert all Notes outstanding and accrued interest thereon into shares of Common
      Stock pursuant to Section 1.02 herein. 

     

    Section
      3.02 Failure
      to Issue Common Stock.
      As
      indicated in Article III Section 3.01, a breach by the Company of its
      obligations under the Securities Purchase Agreement shall be deemed an Event
      of
      Default, which if not cured within ten (10) days, shall entitle the Holder
      to accelerate full repayment of the Notes together with accrued interest thereon
      or, notwithstanding any limitations contained in this Note and/or the Securities
      Purchase Agreement, to convert all amounts outstanding under the Notes together
      with accrued interest thereon into shares of Common Stock pursuant to Section
      1.02 herein. The Company acknowledges that failure to honor a Notice of
      Conversion except as set forth herein, shall cause irreparable harm to the
      Holder. 

     

    ARTICLE
      IV.

     

    Section
      4.01 Re-issuance
      of Note.
      When
      the
      Holder elects to convert a part of the Note, then the Company shall reissue
      a
      new Note in the same form as this Note to reflect the new principal
      amount.

     

    ARTICLE
      V.

     

    Section
      5.01 Anti-dilution.
      In
      the
      event that the Company shall at any time subdivide the outstanding shares of
      Common Stock, or shall issue a stock dividend on the outstanding Common Stock,
      the Conversion Price in effect immediately prior to such subdivision or the
      issuance of such dividend shall be proportionately decreased, and in the event
      that the Company shall at any time combine the outstanding shares of Common
      Stock, the Conversion Price in effect immediately prior to such combination
      shall be proportionately increased, effective at the close of business on the
      date of such subdivision, dividend or combination as the case may
      be.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      5.02 Consent
      of Holder to Sell Capital Stock, Incur Debt or Grant Security
      Interests.
      Except
      for the Securities Purchase Agreement dated the date hereof between the Company
      and Trafalgar Capital Specialized Investment Fund, Luxembourg, so long as any
      of
      the principal of or interest on this Note remains unpaid and unconverted, the
      Company shall not, without the prior consent of the Holder:
      (i) issue
      or sell Common Stock or Preferred Stock, (ii) issue or sell a warrant,
      option, right, contract, call, or other security or instrument granting the
      holder thereof the right to acquire Common Stock, (iii)
      enter into any security instrument granting the holder a security interest
      in
      any of the assets of the Company, (iv)
      file
      any registration statement on Form S-8 or (v) other than in the ordinary course
      of business consistent with past practice, directly or indirectly permit,
      create, incur assume, permit to exist, increase, renew or extend on or after
      the
      date hereof any additional debt or permit any subsidiary of the Company to
      do or
      allow any of the foregoing without the Holder’s prior written consent beyond
      that which is set forth in Schedule 4(j) attached to the Securities Purchase
      Agreement. In the event that Holder does provide its consent hereunder to issue
      any such securities described under (i), (ii) or (iv) of this Section, the
      Fixed
      Price hereunder shall be equal to the lesser of: (a) the Fixed Price as defined
      herein and (b) eighty-five percent (85%) of the lowest consideration paid per
      share for any such security issued by the Company. 

     

    ARTICLE
      VI.

     

    Section
      6.01 Notice.
      Notices
      regarding this Note shall be sent to the parties at the following addresses,
      unless a party notifies the other parties, in writing, of a change of
      address:

     

    
      	
              If
                to the Company, to:

            	
              Yossi
                Attia, CEO

            
	 	
              1485468
                North Camden Drive, Suite 256

            
	 	
              DalBeverly
                Hills, CA 90210

            
	 	
              Telephone:
                310-461-3559

            
	 	
              Facsimile:
                310-461-1901 

            
	 	 
	
              With
                a copy to:

            	
              Law
                Offices of Stephen M. Fleming LLC

            
	 	
              403
                Merrick Avenue, 2nd
                Floor

            
	 	
              East
                Meadow NY 11554

            
	 	
              Facsimile
                516-977-1209

            
	 	 
	
              If
                to the Holder:

            	
              Trafalgar
                Capital Specialized 

              Investment
                Fund, Luxembourg

            
	 	
              18851
                NE 29th
                Avenue

            
	 	
              Aventura,
                Florida

            
	 	
              Suite
                306

            
	 	
              Attention:
                Bob Press

              Portfolio
                Manager

            
	 	
              Facsimile:
                1-786-323-1651

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      6.02 Governing
      Law.
      This
      Note
      shall be deemed to be made under and shall be construed in accordance with
      the
      laws of the State of Florida without giving effect to the principals of conflict
      of laws thereof. Each of the parties consents to the jurisdiction of the
      U.S. District Court sitting in the Southern District of the State of
      Florida or the state courts of the State of Florida sitting in Broward County,
      Florida in connection with any dispute arising under this Note and hereby
      waives, to the maximum extent permitted by law, any objection, including any
      objection based on forum non conveniens
      to the
      bringing of any such proceeding in such jurisdictions.

     

    Section
      6.03 Severability.
      The
      invalidity of any of the provisions of this Note shall not invalidate or
      otherwise affect any of the other provisions of this Note, which shall remain
      in
      full force and effect.

     

    Section
      6.04 Entire
      Agreement and Amendments.
      This
      Note
      represents the entire agreement between the parties hereto with respect to
      the
      subject matter hereof and there are no representations, warranties or
      commitments, except as set forth herein. This Note may be amended only by an
      instrument in writing executed by the parties hereto.

     

    Section
      6.05 Counterparts.
      This
      Note
      may be executed in multiple counterparts, each of which shall be an original,
      but all of which shall be deemed to constitute on instrument.

     

    IN
      WITNESS WHEREOF,
      with
      the intent to be legally bound hereby, the Company has executed this Note as
      of
      the date first written above.

     

    
      	 	
              VORTEX
                RESOURCES CORP.

            
	 	 
	 	
              By:
                __________________________ 

            
	 	
              Name:
                Yossi Attia 

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “A”

     

    NOTICE
      OF CONVERSION

     

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

     

    
      	
              TO:

            	 


    

    


    The
      undersigned hereby irrevocably elects to convert US$    Vortex
      Resources Corp.
      according to the conditions stated therein, as of the Conversion Date written
      below.

     

    
      	
              Conversion
                Date:

            	 	      

	 	 	 
	
              Applicable
                Conversion Price:

            	 	 
	 	 	 
	
              Signature:

            	 	 
	 	 	 
	
              Name:

            	 	 
	 	 	 
	
              Address:

            	 	 
	 	 	 
	
              Amount
                to be converted:

            	 	
              US$
                _____________________________________________________

            
	 	 	 
	
              Amount
                of Note unconverted:

            	 	
              US$
                _____________________________________________________

            
	 	 	 
	
              Conversion
                Price per share: 

            	 	
              US$
                _____________________________________________________

            
	 	 	 
	
              Number
                of shares of Common Stock to be issued:

            	 	 
	 	 	 
	
              Please
                issue the shares of Common Stock in the following name and to the
                following address:

            	 	 
	 	 	 
	
              Issue
                to:

            	 	 
	 	 	 
	
              Authorized
                Signature:

            	 	 
	 	 	 
	
              Name:

            	 	 
	 	 	 
	
              Title:

            	 	 
	 	 	 
	
              Phone
                Number:

            	 	 
	 	 	 
	
              Broker
                DTC Participant Code:

            	 	 
	 	 	 
	
              Account
                Number:

            	 	 


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “B”

     

    MANDATORY
      REDEMPTION SCHEDULE

     

    (subject
      to adjustment for conversions and redemptions)

     

    
      
        
        

      

      
        9