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                                 PROMISSORY NOTE



$__________                                                September ____, 2005


         1. AMOUNT; OBLIGATION TO PAY; INTEREST RATE. FOR VALUE RECEIVED, as
hereinafter set forth and at the times hereinafter stated, REIT Americas, Inc.,
a Maryland corporation (the "Maker"), whose mailing address is 2960 N. Swan
Road, Suite 300, Tucson, AZ 85712, promises to pay to the order of __________
(the "Payee"), whose mailing address is ____________________, in funds
constituting legal tender of the United States of America, the principal sum of
__________ ($_____), with interest as set forth in Paragraph 3 hereof.

         2. SERIES OF NOTES. This Note is one of a series of identical
promissory notes issued concurrently in connection with a private placement of
notes and common stock purchase warrants by Maker (the "Private Placement").

         3. INTEREST RATE. Interest shall accrue on the unpaid principal balance
of this Note from the date of issuance until paid in full at the rate of eight
percent (8%) per year, calculated on a 365/366 day year, as applicable,
provided, however, that upon an Event of Default, interest shall accrue as
provided in Paragraph 7 hereof.

         4. RESERVE ACCOUNT. Upon issuance of this Note Maker shall deposit in
an account (the "Reserve Account") an amount equal to 8% of the total principal
amount of all Notes issued in connection with the Private Placement. The funds
in the Reserve Account shall be reserved and used only to make interest payments
under said Notes pursuant to the terms hereof, and said funds shall be reduced
by 1/4 on each quarterly payment date until the balance the Reserve Account is
reduced to zero.

         5. PAYMENT TERMS. This Note shall be paid as follows: (a) quarterly
payments of interest only on each April 1st, July 1st, October 1st and January
1st until the Maturity Date (as hereinafter defined), and (b) a final balloon
payment of outstanding principal and all accrued and unpaid interest on the date
that is the earlier of (i) September 30, 2006 or (ii) the closing of a funding
under an S-11 Registration Statement in excess of $2,000,000 (the "Maturity
Date").

         6. MANNER AND PLACE OF PAYMENT; HOLIDAYS. All payments on this Note
shall be made in coin or currency which, at the time or times of payment,
constitute legal tender for public or private debts in the United States of
America. All payments on this Note shall be made to Payee at the address stated
above, or at such other address as Payee shall designate in writing. If the
prescribed date of payment of any of the principal or interest hereon is a
Saturday, Sunday or legal holiday, such payment shall be due on the next
succeeding business day.

         7. EVENTS OF DEFAULT AND ACCELERATION. Time is of the essence of this
Note. The occurrence of the event shall constitute an "Event of Default"
hereunder: (i) Maker's failure to pay timely any amount due hereunder; (ii)
bankruptcy, reorganization, insolvency or liquidation proceedings or other
proceedings for relief under any bankruptcy law or any law for the relief of


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debtors shall be instituted by or against Maker and, if instituted against
Maker, Maker shall by any action or answer approve of, consent to or acquiesce
in any such proceedings or admit the material allegations of, or default in
answering a petition filed in any such proceeding or such proceedings shall not
be dismissed within ninety (90) calendar days thereafter; or (iii) any breach by
Maker, that remains uncured for greater than 5 days after receipt of written
notice of same, of any of the terms of this Note (other than payment
obligations), the Common Stock Purchase Warrants issued by Maker in connection
with the Private Placement, or the Registration Rights Agreement entered into by
Maker in connection with the Private Placement. If any such Event of Default
occurs, Payee may, then or at any time thereafter, without notice (except as may
be required by law), and at its option, accelerate maturity and cause the entire
unpaid principal balance of this Note, with interest, fees and charges accrued
hereon, to become immediately due and payable. If Payee waives Payee's right to
accelerate maturity as a result of an Event of Default hereunder, either one or
more time or repeatedly, nevertheless Payee shall not be deemed to have waived
the right to require strict compliance with the terms of this Note thereafter.

         8. INTEREST AFTER EVENT OF DEFAULT, ACCELERATION OR MATURITY. Upon an
occurrence of an Event of Default hereunder, the entire unpaid balance of said
principal sum and interest then accrued shall bear interest, while such Event of
Default continues both before and after judgment, at ten percent (10%) per year
on the unpaid balance until paid, calculated on a 365/366 day year, as
applicable.

         9. APPLICATION OF PAYMENTS. All sums paid hereon shall be applied first
to the payment of accrued interest due on the unpaid principal balance and the
remainder to the reduction of unpaid principal.

         10. ATTORNEY'S FEES AND EXPENSES. In the event that Payee or other
holder of this Note brings suit hereon, or employs an attorney or incurs
expenses to compel payment of this Note or any portion of the indebtedness
evidenced hereby, or to cure any Event of Default under this Note, whether
through suit, probate, insolvency, reorganization, bankruptcy or any other legal
or informal proceeding, the Maker and all endorsers, guarantors and sureties
agree additionally to pay all reasonable attorney's fees, court costs and other
reasonable expenses thereby incurred by Payee or other holder of this Note.

        11. WAIVER. Except as may be required by law, Maker and all endorsers,
guarantors, sureties and accommodation parties of this Note, both before and
after maturity, hereby expressly (i) waive all protest, notice of protest,
demand for payment, presentment for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of dishonor, bringing of
suit, and diligence in taking any action to collect any amounts called for
hereunder and in the handling of properties, rights or collateral at any time
existing in connection herewith; (ii) consent to and waive notice of any one or
more renewal, extension or modification of this Note, whether made to or in
favor of the Maker or any other person or persons, regardless whether such
renewal, extension or modification modifies the terms, interest rate or time for
payment of the Note and regardless of the length of term of the renewal,
extension or modification; (iii) consent to and waive notice of any
substitution, exchange or release of any security hereafter given for this Note;
(iv) consent to and waive notice of the release of any party primarily or
secondarily liable hereon; (v) consent to and waive notice of any other
indulgences, none of which shall otherwise affect the liability of any of said
parties for the indebtedness evidenced by this Note; and (vi) agree that it will
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not be necessary for Payee, in order to enforce payment of this Note, first to
institute suit against or to exhaust Payee's remedies against Maker or any other
party liable hereunder, or to proceed against any other security for this Note.

        12. PARTIES IN INTEREST. This Note may be assigned by Payee at any time
upon notice to Maker. This Note may not be assigned by Maker without the prior
written consent of Payee. This Note will be binding in all respects upon Maker
and inure to the benefit of Payee and its permitted successors and assigns.

        13. DEFINITIONS. The terms "Maker" and "Payee" and other nouns and
pronouns include the singular and/or the plural, as appropriate. The terms
"Maker" and "Payee" also include their respective heirs, personal
representatives, permitted successors and assigns. The term "Payee" includes
subsequent permitted holders of this Note. Where the Maker is a partnership or
joint venture, the term "Maker" also includes each partner or joint venturer in
such party's personal capacity.

        14. CHOICE OF LAW; VENUE. All questions concerning the construction,
validity, enforcement and interpretation of this Note shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida, without regard to the principles of conflicts of law thereof. Each
party agrees that all proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Note (whether brought
against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in Palm Beach County, Florida. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Palm Beach County, Florida for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Note and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. The parties hereto
hereby irrevocably waive, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or
relating to this Note or the transactions contemplated hereby. If any party
shall commence a proceeding to enforce any provisions of this Note, then the
prevailing party in such proceeding shall be reimbursed by the other party for
its reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such proceeding.

        15. NOTICE. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given one
(1) business day after delivery to an overnight carrier with instructions to
deliver to the applicable address set forth above, or, if sent by facsimile,
upon receipt of a confirmation of delivery.
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         THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS WHEREOF, Maker has executed this Note effective as of the
date first set forth above.

                                        MAKER:

                                        REIT Americas, Inc.


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Its:
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