<PAGE>

         THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT"), NOR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
CORPORATION RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE CORPORATION THAT THIS
NOTE MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                                 MSU Corporation
                             (a Florida corporation)

                         10% Convertible Promissory Note
                       Due Two Years From The Date Hereof

                            Total Note: U.S. $100,000


         MSU Corporation, a Florida corporation (the "Corporation"), for value
received, promises to pay (subject to the conversion provisions set forth
herein) to the order of ______________________ (the "Holder"), two (2) years
from the date hereof, (the "Due Date"), upon presentation of this convertible
note (the "Note"), One Hundred Thousand ($100,000) Dollars (the "Principal
Amount"). The Note is convertible into shares of common stock (the "Common
Stock") of the Corporation as provided below in Section 2.

         The Corporation covenants, promises and agrees as follows:

         1. Interest. Interest at the rate of ten (10%) percent per annum shall
be paid semi-annually in arrears from the date hereof until the Corporation's
obligation with respect to the payment of such principal sum shall be discharged
as herein provided. In the event that for any reason whatsoever any interest or
other consideration payable with respect to this Note shall be deemed to be
usurious by a court of competent jurisdiction under the laws of the State of New
York or the laws of any other state governing the repayment hereof, then so much
of such interest or other consideration as shall be deemed to be usurious shall
be held by the Holder as security for the repayment of the principal amount
hereof and shall otherwise be waived.

         2. Conversion.

         2.1. Option to Convert.  The Holder shall have the right, at
its option, to convert, in whole or in part,  subject to the terms
and provisions hereof, the then outstanding balance of the




                                        1

<PAGE>


Principal Amount of the Note into shares of Common Stock of the Corporation, the
number of shares to be determined by dividing the outstanding balance of the
Principal Amount of the Note to be converted by $2.00 (the "Conversion Price"),
subject to adjustment as provided below in Section 6.

         2.2. Exercise of Conversion Right. The conversion right shall be
exercised, if at all, by surrender of the Note to the Corporation at the address
set forth below in Section 10, together with written notice of election executed
by the Holder, which may be in the form which is included with this Note
(hereinafter referred to as the "Conversion Notice") to convert such Note or a
specified portion thereof into shares of Common Stock of the Corporation, the
number of shares of which shall be determined by dividing the dollar amount
being converted by the Conversion Price, subject to adjustment as provided below
in Section 6.

         2.3. Mechanics of Conversion. No fractional shares of Common Stock
shall be issued upon conversion of this Note. In lieu thereof, the Corporation
shall round up to the nearest whole share. In the case of a dispute as to the
calculation of the Conversion Price, the Corporation's calculation shall be
deemed conclusive absent manifest error. In order to convert this Note into full
shares of Common Stock, the Holder shall surrender this Note, duly endorsed, to
the Corporation, together with the Conversion Notice that it elects to convert
the same, the amount of principal to be so converted, and a calculation of the
Conversion Price (with an advance copy of the Note and the notice by facsimile);
provided, however, that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such conversion
unless either the Note is delivered to the Corporation as provided above, or the
Holder notifies the Corporation that such Note has been lost, stolen or
destroyed and executes an agreement satisfactory to the Corporation to indemnify
the Corporation from any loss incurred by it in connection with such Note.

         The date of conversion (the "Date of Conversion") shall be the date on
which the Conversion Notice is received by the Corporation on behalf of the
Corporation and the person or persons entitled to receive the shares issuable
upon such conversion shall be treated for all purposes as the record Holder or
Holders of such shares on such date.

         2.4. Involuntary Conversion. If at any time during the term of the
Note, the closing market bid price of the Common Stock equals or exceeds $4.00
per share for a period of twenty (20) consecutive trading days as reported on a
national exchange, (if any), NASDAQ or the Over-the-Counter Bulletin Board, the
Note shall automatically be converted, on the last trading day of such period
into a number of shares of Common Stock to be determined by dividing the
outstanding balance of the Principal Amount of the



                                        2

<PAGE>


Note by the Conversion Price; subject to adjustment as provided in Section 6
below.

         2.5. Reservation of Shares. The Corporation shall at all times reserve
and keep available, free from preemptive rights, unissued or treasury shares,
shares of Common Stock sufficient to effect the conversion of this Note; and, if
at any time, the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding principal of
this Note, the Corporation will take such corporate action as may be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

         3. Prepayment. The Corporation shall have the right, at any time, up to
and including June 30, 2000 to prepay this Note in full. In the event the
Corporation notifies the Holder of its intention to prepay the Note in full, the
Holder shall have the option with thirty days' notice thereof to convert the
Note in whole or in part into a number of shares of Common Stock, the number of
shares to be determined by dividing the dollar amount to be converted by the
Conversion Price, subject to adjustment as provided in Section 6 below, with the
balance, if any, to be paid in cash by the Corporation in the event the Holder
elects to convert less than the Principal Amount of the Note.

         4. Collateral. The Corporation's obligations hereunder are
collateralized by a pledge of the following: (i) 500,000 shares of common stock
of American Interactive Media Inc. registered in the name of the Corporation by
the Corporation; (ii) 3,000,000 shares of the Corporation by Wynford Holloway,
the Corporation's Chairman; and (iii) 250,000 shares of the Corporation by
William Snowdon, the Corporation's Corporate Secretary.

         5. Default.

         5.1. Payment of this Note shall, at the election of the Holder, be
accelerated immediately upon the occurrence of any of the following events (a
"Default Event"):

         (a) The non-payment by the Corporation when due of principal and
interest as provided in this Note.

         (b) If the Corporation (i) applies for or consents in writing to the
appointment of, or if there shall be a taking of possession by, a receiver,
trustee or liquidator for the Corporation of all or substantially all of its
property; (ii) admits in writing its inability to pay its debts as they become
due; (iii) makes a general assignment for the benefit of creditors; (iv) files
any petition for relief under the Bankruptcy Code or any similar federal or
state statute; or (v) has assessed or imposed against it, or if there shall

                                        3

<PAGE>


exist, any general or specific lien for any federal, state or local taxes
against any of its property or assets other than liens for taxes not yet due or
being contested in good faith.


         (c) Any failure by the Corporation to issue and deliver shares of
Common Stock as provided herein upon conversion of this Note, in whole or in
part.

         Notwithstanding the foregoing, the Corporation shall have fifteen (15)
days from the receipt of a written Notice of Default to cure said Default Event,
and no acceleration of payment hereunder shall be deemed to have occurred until
the thirtieth day after the Corporation's receipt of a written Notice of Default
from the Holder of this Note. Upon such cure, the terms of this Note shall
continue in effect.

         5.2. Each right, power or remedy of the Holder hereof upon the
occurrence of any Default Event as provided for in this Note or now or hereafter
existing at law or in equity or by statute shall be cumulative and concurrent
and shall be in addition to every other right, power or remedy provided for in
this Note or now or hereafter existing at law or in equity or by statute, and
the exercise by the Holder of any one or more of such rights, powers or remedies
shall not preclude the simultaneous or later exercise by the Holder hereof of
any or all such other rights, powers or remedies.

         6. Anti-Dilution Adjustments. The Conversion Price shall be subject to
adjustment as follows:

         (a) In case the Corporation shall at any time subdivide or combine the
outstanding shares of common stock, declare a stock dividend, stock split,
reverse stock split or other similar transaction or reclassify its common stock,
the Conversion Price in effect immediately prior to such transaction shall be
proportionately adjusted to reflect the effect of such transaction. Any such
adjustment shall be effective at the close of business on the date such
transaction shall become effective.

         (b) In case of a consolidation or merger of the Corporation with or
into another corporation (other than a merger or consolidation in which the
Corporation is the continuing corporation and which does not result in a
reclassification of outstanding shares of common stock of the class issuable
upon the conversion of this Note and pursuant to which the security holders of
the Corporation are not entitled to receive securities of another issuer), or in
case of any sale or conveyance to another corporation of the property of the
Corporation as an entirety or substantially as an entirety, the Corporation or
such successor or purchasing corporation, as the case may be, shall execute an
instrument providing that the Holder of this Note shall have the



                                        4

<PAGE>


right thereafter to convert this Note into the kind and amount of shares of
stock and other securities and property receivable upon such reclassification,
consolidation, merger, sale, or conveyance by the Holder of the number of shares
of Common Stock of the Corporation into which this Note might have been
converted immediately prior to such reclassification, consolidation, merger,
sale, or conveyance. Such interest shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for
herein. The foregoing provisions of this Note shall similarly apply to
successive reclassification of shares of Common Stock and to successive
consolidations, mergers, sales, or conveyances.

         7. Failure to Act and Waiver. No failure or delay by the Holder hereof
to insist upon the strict performance of any term of this Note or to exercise
any right, power or remedy consequent upon a Default Event hereunder shall
constitute a waiver of any such term or of any such breach, or preclude the
Holder hereof from exercising any such right, power or remedy at any later time
or times. By accepting payment after the due date of any amount payable under
this Note, the Holder hereof shall not be deemed to waive the right either to
require payment when due of all other amounts payable under this Note, or to
declare a Default Event for failure to effect such payment of any such other
amount.

         The failure of the Holder of this Note to give notice of any failure or
breach of the Corporation under this Note shall not constitute a waiver of any
right or remedy in respect of such continuing failure or breach or any
subsequent failure or breach.

         8. Consent to Jurisdiction. The Corporation hereby agrees and consents
that any action, suit or proceeding arising out of this Note shall be brought in
any appropriate court in the State of New York, and by the issuance and
execution of this Note the Corporation irrevocably consents to the jurisdiction
of each such court.

         9. Transfer/Negotiability. This Note shall be transferred on the books
of the Corporation only by the registered Holder hereof or by its attorney duly
authorized in writing or by delivery to the Corporation of a duly executed
assignment. The foregoing notwithstanding, the Corporation shall not transfer
this Note nor any of the shares of Common Stock issuable upon conversion
hereunder except pursuant to registration under the act or an available
exemption from the registration requirements of the Act. Neither the Corporation
nor its Transfer Agent shall be obligated to effect any such transfer unless it
shall have received an opinion of counsel to the Holder reasonably satisfactory
to the Corporation and its Transfer Agent stating that such removal of the
legend complies with the provisions of the Act. The Corporation shall be
entitled to treat any holder of record of the Note as the holder in fact thereof
and shall not be bound to recognize any




                                        5

<PAGE>


equitable or other claim to or interest in this Note in the name of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of New York.

         10. Notices. All notices and communications under this Note shall be in
writing and shall be either delivered in person or accompanied by a signed
receipt therefor or mailed first-class United States certified mail, return
receipt requested, postage prepaid, and addressed as follows:

if to the Corporation, to:

MSU Corporation
Elder House
526-528 Elder Gate
Central Milton Keynes MK9 1LR
United Kingdom

Attention: Wynford P. Holloway, Chairman

if to the Holder, to the address of such Holder as it appears in the
subscription documents delivered by the Holder to the Corporation.

         11. Governing Law. This Note shall be governed by and construed and
enforced in accordance with the laws of the State of New York, or, where
applicable, the laws of the United States, without regard to conflicts of law.







                      (This Space Left Blank Intentionally)

















                                        6

<PAGE>


         IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed as of the ___ day of _______, 1999.


                                                  MSU CORPORATION


                                                  By: /s/
                                                      --------------------------
                                                      Company Secretary
















                                        7

<PAGE>


                                CONVERSION NOTICE

                                 MSU CORPORATION

                  The undersigned holder (the "Holder") of a 10 %, $100,000
Principal Amount Convertible Promissory Note (the "Note"), hereby elects to
convert U.S. $ of said Note into shares of common stock of MSU Corporation in
accordance with the terms of the Note. Holder hereby directs that any such
shares be issued in the name of and delivered to the Holder or if so specified,
to the person or entity named below.

Dated ____________



Name _____________________



                                              Signature ________________________


                                              Address __________________________




                                        8