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         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
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, 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)

          6% Convertible Secured Promissory Note due December 31, 2001

                            Total Note: U.S. $100,000


         MSU Corporation, a Florida corporation (the "Corporation"), value
received, promises to pay (subject to the conversion provisions set forth
herein) to the order of _______ (the "Holder"), on December 31, 2001 (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. Interest on the Principal Amount shall be prepaid in shares
of Common Stock of the Corporation as provided below in Section 1.

         The Corporation covenants, promises and agrees as follows:

         1. Interest. Interest shall run from January 1, 1999 for the entire
term of the Note and shall be prepaid on January 4, 1999 by the Corporation
issuing to the Holder 24,000 shares of Common Stock for each $100,000 principal
amount of the Note. The number of shares issuable as prepaid interest was
computed based upon an agreed value of the shares of the Corporation's Common
Stock of $.75 per share as follows: $100,000 x 6% = $6,000 in annual interest or
$18,000 for the 3 year term of the Note. $18,000 divided by $.75 = 24,000
shares. The shares of Common Stock representing the prepaid interest shall be
delivered to the Holder at the address set forth in Section 10 below, or at such
other place or places as may be designated in writing by the Holder hereof.

         2. Conversion.

         2.1. Option to Convert. At maturity, the Holder shall have the



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right, at its option, to convert, in whole or in part, subject to the terms and
provisions hereof, the then outstanding balance of the Principal Amount of the
Note into shares of Common Stock of the Corporation at $3.00 per share.

         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 $3.00 per share. The number of shares of Common Stock to be
issued upon conversion shall be 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. Reservation of Shares. The Corporation shall at all times reserve
and keep available, free from preemptive rights, unissued or treasury 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

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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, 1999 to offer 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 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 $3.00 per share 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) 2,000,000 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
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

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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 the outstanding
shares of Common Stock issuable upon conversion of the Note, the conversion
price in effect immediately prior to such subdivision shall be proportionately
decreased, and in case the Corporation shall at any time combine the outstanding
shares of Common Stock issuable upon conversion of the Note, the conversion
price in effect immediately prior to such combination shall be proportionately
increased. Any such adjustment shall be effective at the close of business on
the date such subdivision or combination shall become effective.

         (b) In case of any reclassification or change of outstanding shares of
Common Stock issuable upon conversion of this Note (other than a change in par
value, or from par value to no par value, or from no par value to par value), or
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 except where the security holders of the Corporation are 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 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

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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 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.







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         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: Keith Peirson, President

if to the Holder, to:


         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.

         12. Incorporation by Reference. The terms and conditions set forth in
that certain Note Purchase Agreement between the Corporation, the Holder and the
Holder dated as of the date hereof are incorporated herein by this reference,
and any transferee or subsequent holder of this Note or the shares of Common
Stock issued upon conversion thereof shall be subject to and bound by the
provisions of such agreement.

         IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed as of the 31st day of December 1998.


                                                  MSU CORPORATION


                                                  By: /s/ Keith Peirson
                                                     ---------------------------
                                                     Keith Peirson, President


Attest


------------------------------
William D. Snowdon, Secretary
Secretary

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                                CONVERSION NOTICE

                                 MSU CORPORATION

                  The undersigned holder (the "Holder") of a 8 %, $100,000
Principal Amount Secured 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 and a Note Purchase Agreement executed by
the Holder of the Note and accepted by the Corporation. The 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 ____________________________




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