Exhibit 10.23
                                                                   -------------

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.

                                         Original Issue Date:  November 5, 2004
                                         Original Principal Amount:  $150,000.00

                       SECURED CONVERTIBLE PROMISSORY NOTE

     THIS SECURED CONVERTIBLE PROMISSORY NOTE is made by each of SBS
INTERACTIVE, CO., a Florida corporation (the "Company"), and SBS INTERACTIVE,
INC., a Nevada corporation (the "Subsidiary;" each of the Company and the
Subsidiary is referred to herein as a "Borrower," and collectively as the
"Borrowers"), jointly and severally (the "Note").

                              PRELIMINARY STATEMENT

     WHEREAS, reference is hereby made to (i) that certain Master Loan Agreement
dated as of July 22, 2004 (the "Loan Agreement"), by and among the Borrowers and
Arthur Cohn ("Cohn"), and (ii) that certain Pledge and Security Agreement, dated
as of July 22, 2004, by and among the Borrowers and Cohn (the "Security
Agreement");

     WHEREAS, the Company and the Subsidiary have requested that Cohn provide
financing to the Company and the Subsidiary and Cohn is willing to provide
financing to the Company and the Subsidiary on the terms and conditions set
forth in this Note, the Loan Agreement and the Security Agreement;

     WHEREAS, pursuant to the Loan Agreement, Cohn has certain consent rights
set forth in negative covenants with respect to certain financing transactions
involving the Company and the Subsidiary;


<PAGE>



     WHEREAS, Cohn has provided consent to the Company and the Subsidiary to
enter into financing transactions with one or more third-parties on
substantially the terms and conditions of this Note, the Loan Agreement and the
Security Agreement in lieu of entering into a financing transaction with Cohn;

     WHEREAS, in reliance on such consent, the Company and the Subsidiary have
explored other financing opportunities with third-parties to raise capital; has
determined that no financing is available from any third-party on terms and
conditions substantially equivalent to, or more favorable to the Corporation and
the Subsidiary than, the terms and conditions of the Note, the Loan Agreement
and the Security Agreement; and have determined that it is in the best interests
of the Company and the Subsidiary to enter into this Note with Cohn;

     WHEREAS, the loan evidenced by this Note is a "Future Loan," and this Note
is a "Future Loan Note" and, therefore, a "Financing Document" as such terms are
defined in the Loan Agreement.


                                    AGREEMENT

     FOR VALUE RECEIVED, the Borrowers, jointly and severally, promise to pay to
the order of Cohn or his assigns (the "Holder"), the principal sum of One
Hundred Fifty Thousand Dollars ($150,000.00) (the "Principal Amount") on the
"Maturity Date" (as defined herein), and to pay interest to the Holder on the
aggregate outstanding Principal Amount at the rate of six percent 6% per annum,
payable on the Maturity Date, in cash (in lawful currency of the United States
of America), subject to the right of the Holder to convert the Principal Amount
and all accrued but unpaid interest thereon into shares of the Company's "Common
Stock" (as defined herein) in accordance with Section 4 hereof. Interest shall
be calculated on the basis of a 360-day year and shall accrue daily commencing
on the Original Issue Date until payment in full of the Principal Amount,
together with all accrued and unpaid interest and other amounts which may become
due hereunder, has been made. Interest shall cease to accrue on the "Conversion
Date" (as defined herein) with respect to any Principal Amount and accrued but
unpaid interest thereon converted, provided that the Company in fact delivers
the "Underlying Shares" (as defined herein) within the time period required by
Section 4(c)(i). All overdue Principal Amount and/or accrued and unpaid interest
to be paid hereunder shall entail a late fee at the rate of fifteen percent
(15%) per annum, or such lower maximum amount of interest permitted to be
charged under applicable law (the "Late Fee") which will accrue daily, from the
date such payment is due hereunder through and including the date of payment.
For purposes hereof, the "Maturity Date" shall mean the effective date (in
accordance with Section 5 hereof) of any written demand by the Holder, from time
to time, for payment hereunder.

     THE BORROWERS MAY NOT PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT OR ACCRUED
BUT UNPAID INTEREST THEREON WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER.

     This Note is subject to the following additional provisions:


                                       2
<PAGE>


     Section 1. Exchange. This Note is exchangeable for an equal aggregate
Principal Amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same and subject to compliance with applicable laws.
No service charge will be made for such registration of transfer or exchange.

     Section 2. Transfer. This Note may be transferred or exchanged only in
compliance with applicable federal and state securities laws and regulations.
Prior to due presentment to the Borrowers for transfer of this Note, the
Borrowers and any agent of the Borrowers may treat the Person in whose name this
Note is duly registered on the records of the Borrower as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note is overdue, and neither the Borrowers nor any such
agent thereof shall be affected by notice to the contrary.

     Section 3. Security; Events of Default; Remedies; Waivers.

     (a) The Loan Obligations are secured in accordance with the terms and
conditions set forth in the Security Agreement.

     (b) Upon the occurrence of any Event of Default, the Holder shall have all
of the rights, powers and remedies set forth in the Loan Agreement and/or
Security Agreement.

     (c) Each Borrower waives presentment, demand for payment, protest, notice
of demand, dishonor and nonpayment, notice of protest and all other notices or
demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note.

     Section 4. Conversion.

     (a) (i) At any time after the Original Issue Date, the outstanding
Principal Amount and all accrued but unpaid interest thereon shall be
convertible, at the option of the Holder, in whole or in part at any time and
from time to time, into (i) shares of Common Stock and (ii) warrants to purchase
up to One Million Five Hundred Thousand (1,500,000) shares of Common Stock (the
"Target Warrant Shares"), in the latter case, on the terms and conditions set
forth in the form of Common Stock Purchase Warrant attached hereto as Exhibit A
(collectively, the "Warrants"); provided, that the Target Warrant Shares shall
be (x) subject to adjustment prior to the "Conversion Date" (as defined herein)
to reflect any and all adjustments to the "Set Price" (as defined herein, and in
accordance with Section 4(d) hereof) so that the number of Target Warrant Shares
(subject to clauses (y) and (z) hereof) is equal to the product of (A) two,
multiplied by (B) the number of "Underlying Shares" (as defined herein), (y)
subject to adjustment prior to the Conversion Date in the same manner as the
shares purchasable under the Warrants are subject to adjustment from and after
the Conversion Date, and (z) pro-rated, from time to time, in the event the


                                       3
<PAGE>


Holder converts part but not all of the outstanding Principal Amount and accrued
but unpaid interest thereon; provided, further, that in the event of any
adjustment to the number of Target Warrant Shares hereunder, the "Exercise
Price" (as defined in the Warrants) with respect to fifty percent (50%) of such
Target Warrant Shares (as so adjusted) shall be the amount set forth in clause
(i) of the definition of Exercise Price in the Warrants, and the Exercise Price
with respect to the remaining fifty percent (50%) of such Target Warrant Shares
(as so adjusted) shall be the amount set forth in clause (ii) of such definition
of Exercise Price.

         (ii) The Holder shall effect conversions by delivering to the Company
written notice (a "Notice of Conversion"), specifying therein the Principal
Amount and accrued but unpaid interest thereon to be converted and the date on
which such conversion is to be effected (a "Conversion Date"). If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the
date that such Notice of Conversion is provided hereunder. To effect conversions
hereunder, the Holder shall not be required to physically surrender the Note to
the Company unless the entire Principal Amount of the Note plus all accrued and
unpaid interest thereon has been so converted. Conversions hereunder shall have
the effect of lowering the outstanding Principal Amount and accrued but unpaid
interest thereon in an amount equal to the amount so converted. The Holder and
the Company shall maintain records showing the Principal Amount and accrued but
unpaid interest thereon converted and the date of such conversions. The Company
shall deliver any objection to any Notice of Conversion within one Business Day
after receipt of such notice. In the event of any dispute or discrepancy, the
records of the Holder shall be controlling and determinative in the absence of
manifest error. Each Holder, by acceptance of this Note, acknowledges and agrees
that, by reason of the provisions of this paragraph, following conversion of a
portion of this Note, the unpaid and unconverted Principal Amount of this Note
may be less than the Original Principal Amount stated on the face hereof.

     (b) At any time, the number of shares of Common Stock issuable upon
conversion (the "Underlying Shares") shall be determined by the quotient
obtained by dividing (x) the outstanding Principal Amount and accrued but unpaid
interest thereon to be converted by (y) the "Set Price" (as defined herein).

     (c) (i) Not later than three Trading Days after any Conversion Date, the
Company shall deliver to the Holder a certificate or certificates representing
the Underlying Shares (which shall be free of restrictive legends and trading
restrictions) being acquired upon such conversion and the Warrants, duly
executed. The Company shall, if available and if allowed under applicable
securities laws, use its best efforts to deliver any certificate or certificates
required to be delivered by the Company under this Section electronically
through the Depository Trust Corporation or another established clearing
corporation performing similar functions. If, in the case of any Notice of
Conversion, such certificate or certificates and the Warrants are not delivered
to, or as directed by, the Holder by the third Trading Day after a Conversion
Date, the Holder shall be entitled by written notice to the Company at any time
on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion.



                                       4
<PAGE>


         (ii) If the Company fails for any reason to deliver to the Holder such
certificate or certificates or the Warrants pursuant to Section 4(c)(i) by the
third Trading Day after the Conversion Date, the Company shall pay to such
Holder, in Common Stock at the then Set Price, as liquidated damages and not as
a penalty, for each $1,000 of Principal Amount and accrued but unpaid interest
thereon being converted, $50 per Trading Day (increasing to $100 per Trading Day
after three Trading Days after such damages begin to accrue) for each Trading
Day after such third Trading Day until such certificates are delivered. In the
event a Holder shall elect to convert any or all of the outstanding Principal
Amount and accrued but unpaid interest thereon, the Company may not refuse
conversion based on any claim that the Holder or any one associated or
affiliated with the Holder has been engaged in any violation of law, agreement
or for any other reason, unless, an injunction from a court, on notice,
restraining and or enjoining conversion of all or part of this Note shall have
been sought and obtained and the Company posts a surety bond for the benefit of
the Holder in the amount of 150% of the Principal Amount of the Note
outstanding, which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the dispute and the
proceeds of which shall be payable to such Holder to the extent it obtains
judgment. In the absence of an injunction precluding the same, the Company shall
issue the Underlying Shares and the Warrants upon a properly noticed conversion.
Nothing herein shall limit Holder's right to pursue actual damages or declare an
Event of Default pursuant to the Loan Agreement for the Company's failure to
deliver the Underlying Shares or the Warrants within the period specified
herein, and such Holder shall have the right to pursue all remedies available to
it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief. The exercise of any such rights shall not
prohibit the Holder from seeking to enforce damages pursuant to any other
Section hereof or under applicable law.

         (iii) In addition to any other rights available to the Holder, if the
Company fails for any reason to deliver to the Holder such certificate or
certificates pursuant to Section 4(c)(i) by the third Trading Day after the
Conversion Date, and if after such third Trading Day the Holder is required by
its brokerage firm to purchase (in an open market transaction or otherwise)
Common Stock to deliver in satisfaction of a sale by such Holder of the
Underlying Shares which the Holder anticipated receiving upon such conversion (a
"Buy-In"), then the Company shall (A) pay in cash to the Holder (in addition to
any remedies available to or elected by the Holder) the amount by which (x) the
Holder's total purchase price (including brokerage commissions, if any) for the
Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that such Holder anticipated receiving from the
conversion at issue multiplied by (2) the actual sale price of the Common Stock
at the time of the sale (including brokerage commissions, if any) giving rise to
such purchase obligation and (B) at the option of the Holder, either reissue a
Note in Principal Amount equal to the Principal Amount of the attempted
conversion or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its delivery
requirements under Section 4(c)(i). For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to


                                       5
<PAGE>


an attempted conversion of the Note with respect to which the actual sale price
of the Underlying Shares at the time of the sale (including brokerage
commissions, if any) giving rise to such purchase obligation was a total of
$10,000, under clause (A) of the immediately preceding sentence, the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Buy-In. Notwithstanding anything contained herein to the contrary, if a Holder
requires the Company to make payment in respect of a Buy-In for the failure to
timely deliver certificates hereunder and the Company timely pays in full such
payment, the Company shall not be required to pay such Holder liquidated damages
under Section 4(c)(ii) in respect of the certificates resulting in such Buy-In.

     (d) (i) The conversion price in effect on any Conversion Date shall be
equal to Twenty Cents ($0.20) per share of Common Stock, subject to adjustment
herein (the "Set Price").

         (ii) If the Company, at any time while the Note is outstanding: (A)
shall pay a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company pursuant to this Note,
including interest thereon), (B) subdivide outstanding shares of Common Stock
into a larger number of shares, (C) combine (including by way of reverse stock
split) outstanding shares of Common Stock into a smaller number of shares, or
(D) issue by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then the Set Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.

         (iii) If the Company, at any time while the Note is outstanding, shall
offer, sell, grant any option to purchase or offer, sell or grant any right to
reprice its securities, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or
securities exercisable, convertible into or exchangeable for Common Stock (the
"Common Stock Equivalents"), at an effective price per share less than the then
Set Price ("Dilutive Issuance") (if the holder of the Common Stock or Common
Stock Equivalent so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which is
issued in connection with such issuance, be entitled to receive shares of Common
Stock at an effective price per share which is less than the Set Price, such
issuance shall be deemed to have occurred for less than the Set Price), then the
Set Price shall be reduced to equal the effective conversion, exchange or


                                       6
<PAGE>


purchase price for such Common Stock or Common Stock Equivalents. Such
adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued. The Company shall notify the Holder in writing, no later than the
third Business Day following the issuance of any Common Stock or Common Stock
Equivalent subject to this section, indicating therein the applicable issuance
price, or the applicable reset price, exchange price, conversion price and other
pricing terms.

         (iv) All calculations under this Section 4 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be. For purposes of this
Section 4, the number of shares of Common Stock deemed to be outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) outstanding on a fully diluted basis.

         (v) Whenever the Set Price is adjusted hereunder, the Company shall
promptly mail to each Holder a notice setting forth the Set Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.

         (vi) If (A) the Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the
Company shall authorize the granting to all holders of the Common Stock the
rights or warrants to subscribe for or purchase any shares of capital stock of
any class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of the Notes, and shall cause
to be mailed to the Holder at its last addresses as it shall appear upon the
stock books of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall
be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange.

         (vii) If, at any time while this Note is outstanding, (A) the Company
effects any merger or consolidation of the Company with or into another Person,
(B) the Company effects any sale of all or substantially all of its assets in
one or a series of related transactions, (C) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which


                                       7
<PAGE>


holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (in any such case, a "Fundamental Transaction"),
then upon any subsequent conversion of this Note, the Holder shall have the
right to receive, for each Underlying Share that would have been issuable upon
such conversion absent such Fundamental Transaction, the same kind and amount of
securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of one share of Common Stock (the
"Alternate Consideration"). For purposes of any such conversion, the
determination of the Set Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the
Company shall apportion the Set Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Note following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new Note consistent with the foregoing provisions
and evidencing the Holder's right to convert such Note into Alternate
Consideration. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this paragraph (d) and
insuring that this Note (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

     (e) Upon a conversion hereunder, the Company shall not be required to issue
stock certificates representing fractions of shares of the Common Stock, but may
if otherwise permitted, make a cash payment in respect of any final fraction of
a share based on the fair market value at such time. If the Company elects not,
or is unable, to make such a cash payment, the Holder shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common
Stock.

     (f) The issuance of certificates for shares of the Common Stock on
conversion of the Note shall be made without charge to the Holder for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other
than that of the Holder of such Note so converted, and the Company shall not be
required to issue or deliver such certificates unless or until the Person or
Persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.


                                       8
<PAGE>


     Section 5. Notices. Any and all notices or other communications or
deliveries to be provided hereunder shall be given in the manner set forth in,
and shall be effective as provided in, the Loan Agreement.

     Section 6. Definitions. For purposes hereof, in addition to the terms
defined elsewhere in this Note: (a) capitalized terms not otherwise defined
herein have the meanings given to such terms in the Loan Agreement, and (b) the
following terms shall have the following meanings:

     "Common Stock" means the common stock, $0.001 par value per share, of the
Company and stock of any other class into which such shares may hereafter have
been reclassified or changed.

     "Original Issue Date" shall mean the date of the first issuance of the Note
set forth herein regardless of the number of transfers of the Note and
regardless of the number of instruments which may be issued to evidence such
Note.

     "Person" means a corporation, an association, a partnership, organization,
a business, an individual, a government or political subdivision thereof or a
governmental agency.

     "Trading Day" means a day on which the shares of Common Stock are quoted in
the over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices); provided, that in the event that the shares of Common Stock
are not so quoted, then Trading Day shall mean a Business Day.

     Section 7. No Alteration. No provision of this Note shall alter or impair
the obligation of the Borrowers, which is absolute and unconditional, to pay the
principal of, interest and liquidated damages (if any) on, this Note at the
time, place, and rate, and in the coin or currency, herein prescribed. This Note
is a direct debt obligation of the Borrowers.

     Section 8. Replacement. If this Note shall be mutilated, lost, stolen or
destroyed, the Borrowers shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution
for a lost, stolen or destroyed Note, a new Note for the Principal Amount of
this Note so mutilated, lost, stolen or destroyed but only upon receipt of
evidence of such loss, theft or destruction of such Note, and of the ownership
hereof, and indemnity, if requested, all reasonably satisfactory to the
Borrowers.

     Section 9. Waiver. Any waiver by the Borrowers or the Holder of a breach of
any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Note. The failure of the Borrowers or the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be


                                       9
<PAGE>


considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing.

     Section 10. Miscellaneous. If a court of competent jurisdiction shall find
that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
Each Borrower covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Borrowers from paying all or any portion of the
Principal Amount or interest on the Note as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the other
covenants or the performance of the Financing Documents, and each Borrower (to
the extent it may lawfully do so) hereby expressly waives all benefits or
advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.

     Section 11. Business Day. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.

     Section 12. Preliminary Statement. The Preliminary Statement of this Note
is hereby incorporated by reference into the body of this Note and hereby
becomes an integral part of this Note.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]





                                       10
<PAGE>


IN WITNESS WHEREOF, each Borrower has caused this Secured Convertible Promissory
Note to be executed by its duly authorized officer, as of the Original Issue
Date.


WITNESS                                      BORROWERS:
                                             ----------

                                             SBS INTERACTIVE CO.


/s/ H. Papernick                            By: /s/ Todd Gotlieb
------------------------------------           -------------------------------
                                               Name:  Todd Gotlieb
                                               Title:  President


                                             SBS INTERACTIVE, INC.


/s/ H. Papernick                            By: /s/ Todd Gotlieb
------------------------------------           -------------------------------
                                               Name:  Todd Gotlieb
                                               Title:  President




            [Signature Page to Secured Convertible Promissory Note]