THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
      REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
      ACT.

    


    SECURED
      PROMISSORY NOTE

    


    
      	
              No.
                N-__

            	
              Date
                of Issuance

            
	
              US
                $300,000.00

            	
              May
                30, 2008

            


    

    


    FOR
      VALUE
      RECEIVED, Podium Technology Limited, a British Virgin Islands corporation (the
      “Company”), hereby promises to pay _____________________ (the “Lender”), the
      principal sum of Three Hundred Thousand United States Dollars (US$300,000),
      together with interest thereon from the date of this Secured Promissory Note
      (this “Note”). Interest shall accrue at a rate of twelve percent (12%) per
      annum, compounded annually. This Note is issued further to that certain Note
      and
      Warrant Purchase Agreement dated May 30, 2008 by and among the Company, Lender
      and certain other investors (the “Purchase Agreement”). The principal and
      accrued interest shall be due and payable by the Company on or before December
      31, 2008 (the “Maturity Date”) or earlier upon an Event of Default as that term
      is define din Section 8.1 of the Purchased Agreement. Capitalized terms used
      but
      not defined herein shall have the meanings given to them in the Purchase
      Agreement.

     

    In
      the
      event of a Reverse Merger Withdrawal or if the Reverse Merger does not close
      on
      or before the Maturity date, the Company shall also pay to Lender a penalty
      payment in an amount equal to twenty percent (20%) of the principal amount
      of
      this Note. Upon the occurrence of an Event of Default, interest shall accrue
      on
      the remaining balance of unpaid principal and interest at the rate set forth
      herein plus five percent (5%).

     

    This
      Note
      is one of a series of Notes issued pursuant to the Purchase Agreement, and
      capitalized terms not defined herein shall have the meaning set forth in the
      Purchase Agreement.

     

    1. Payment.
      All
      payments shall be made in lawful money of the United States of America at the
      principal office of the Company, or at such other place as the holder hereof
      may
      from time to time designate in writing to the Company. Payment shall be credited
      first to Costs (as defined below), if any, then to accrued interest due and
      payable and any remainder applied to principal. Prepayment of principal,
      together with accrued interest, may not be made without the Lender’s consent.
      The Company hereby waives demand, notice, presentment, protest and notice of
      dishonor.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2. Security. This
      Note
      is secured under that certain Security Agreement (the “Security Agreement”)
      between the Company and the Lender of even date herewith, attached hereto as
      Exhibit
      A.
      Reference is hereby made to the Security Agreement for a description of the
      nature and extent of the security for this Note and the rights with respect
      to
      such security of the holder of this Note.

     

    3. Usury.
      It is
      the intention of the parties hereto to strictly comply with all applicable
      usury
      laws. Accordingly, notwithstanding any provisions to the contrary in this Note,
      or in any of the documents securing payment hereof or otherwise relating hereto,
      in no event shall this Note or such documents be construed to contract for,
      charge, or permit a receipt of interest in excess of the maximum amount
      permitted by applicable law. If any such excess interest is contracted for,
      charged, or received under this Note or under the terms of any of the documents
      securing payment hereof or otherwise relating hereto, or in the event the
      maturity of the indebtedness evidenced by this Note is accelerated in whole
      or
      in part, or in the event that all or part of the principal or interest of this
      Note shall be prepaid, so that under any of such circumstances the amount of
      interest contracted for, charged, or received under this Note or under any
      of
      the instruments securing payment hereof shall exceed the maximum rate of
      interest permitted by law, then, in such event (i) neither the Company nor
      its
      successors or assigns, or any other party liable for the payment hereof shall
      be
      obligated to pay the amount of such interest to the extent that it is in the
      excess of the maximum permitted by law; and (ii) any such excess shall be deemed
      a mistake and canceled automatically, and, if theretofore paid, shall, at the
      option of the holder of this Note, be refunded to the Company or applied as
      a
      credit against the then unpaid principal amount hereof, and (iii) the effective
      rate of interest shall be automatically reduced to the maximum contract rate
      allowed under such laws as now or hereafter construed by the court of
      appropriate jurisdiction, and, to the extent permitted by law, determination
      of
      the rate of interest shall be made by amortizing, prorating, allocating, and
      spreading in equal parts during the period of the fully stated term of the
      loan
      evidenced hereby all interest at any time contracted for, charged, or received
      from the Company in connection with the loan evidenced by this
      Note.

     

    4. Amendments
      and Waivers; Resolutions of Dispute; Notice.
      The
      amendment or waiver of any term of this Note, the resolution of any controversy
      or claim arising out of or relating to this Note and the provision of notice
      shall be conducted pursuant to the terms of the Purchase Agreement.

     

    5. Successors
      and Assigns.
      This
      Note applies to, inures to the benefit of, and binds the successors and assigns
      of the parties hereto; provided, however, that the Company may not assign its
      obligations under this Note without the written consent of the Majority Note
      Holders. Any transfer of this Note may be effected only pursuant to the Purchase
      Agreement and by surrender of this Note to the Company and reissuance of a
      new
      note to the transferee. The Lender and any subsequent holder of this Note
      receives this Note subject to the foregoing terms and conditions, and agrees
      to
      comply with the foregoing terms and conditions for the benefit of the Company
      and any other Lenders.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    6. Officers
      and Directors Not Liable.
      In no
      event shall any officer or director of the Company be liable for any amounts
      due
      and payable pursuant to this Note.

     

    7. Expenses.
      The
      Company hereby agrees, subject only to any limitation imposed by applicable
      law,
      to pay all expenses, including reasonable attorneys’ fees and legal expenses,
      incurred by the holder of this Note (“Costs”) in endeavoring to collect any
      amounts payable hereunder which are not paid when due, whether by declaration
      or
      otherwise. The Company agrees that any delay on the part of the holder in
      exercising any rights hereunder will not operate as a waiver of such rights.
      The
      holder of this Note shall not by any act, delay, omission or otherwise be deemed
      to have waived any of its rights or remedies, and no waiver of any kind shall
      be
      valid unless in writing and signed by the party or parties waiving such rights
      or remedies.

     

    8. Governing
      Law.
      This
      Note shall be governed by and construed under the laws of the State of
      California as applied to other instruments made by California residents to
      be
      performed entirely within the State of California. Notwithstanding any provision
      of this Note to the contrary, this Note shall be (to the extent necessary to
      satisfy the requirements of Section 22062(b)(3)(D) of the California Financial
      Code) subject to the implied covenant of good faith and fair dealing arising
      under Section 1655 of the California Civil Code. 

     

    9. Approval.
      The
      Company hereby represents that its board of directors, in the exercise of its
      fiduciary duty, has approved the Company’s execution of this Note based upon a
      reasonable belief that the principal provided hereunder is appropriate for
      the
      Company after reasonable inquiry concerning the Company’s financing objectives
      and financial situation. In addition, the Company hereby represents that it
      intends to use the principal of this Note primarily for the operations of its
      business, and not for any personal, family or household purpose.

     

    10. Waiver.
      THE
      COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT
      MAY
      HAVE TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR THE
      SECURITY AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
      HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
      VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS
      PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ACCEPTING THIS NOTE.

     

    
      	
              Podium
                Technology Limited

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	
              Chief
                Executive Officer

            


    

     

    
      
         

      

      
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