Exhibit 4.03

THE SALE AND ISSUANCE OF THE  SECURITIES  REPRESENTED BY THIS 12% SENIOR SECURED
CONVERTIBLE  NOTE HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  OR  UNDER  THE  SECURITIES  LAW OF ANY  STATE  OR  OTHER
JURISDICTION.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION  THEREOF.  THESE SECURITIES MAY
NOT  BE  OFFERED,  SOLD,  PLEDGED,  OR  TRANSFERRED  UNLESS  (I) A  REGISTRATION
STATEMENT  UNDER  THE ACT IS IN EFFECT AS TO THESE  SECURITIES  AND SUCH  OFFER,
SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY
STATE OR OTHER  JURISDICTION  OR (II) AN EXEMPTION FROM THE ACT IS AVAILABLE AND
SUCH  OFFER,  SALE,  PLEDGE,  OR  TRANSFER  IS  IN  COMPLIANCE  WITH  APPLICABLE
SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

                             12% SENIOR SECURED NOTE

$____________                                            [Date]

For value received, Topaz Resources,  Inc., a Florida corporation (together with
its successors and assigns, the "Company"), with an address at 1012 Masch Branch
Road,  Denton,  Texas  76207-2057,  promises  to pay to (the  "Holder")  with an
address at __________________,  the principal amount of ________________  United
States Dollars  ($___________)  and to pay interest thereon,  all as hereinafter
specified.

1.  Identification  of  Note.  This  Note is  issued  as  part  of the  Holder's
investment into the Company.

2. Maturity.

     2.1  Maturity  Date.  Unless  earlier  converted  as  provided in Section 3
hereof,  this Note  will  automatically  mature  and be due and  payable  on the
earlier of (a) [Due  Date] (the  "Maturity  Date") or (b) the  occurrence  of an
Event of Default (as defined in Section 5 hereof).

     2.2  Interest.  Interest  shall  accrue  from the date of this  Note on the
unpaid  principal  amount at a rate  equal to twelve  percent  (12%) per  annum,
computed  on the basis of the actual  number of days  elapsed  and a year of 365
days from the date of this Note  until the  principal  amount  and all  interest
accrued  thereon  are paid.  Interest  shall be due and  payable  in cash to the
Holder monthly in arrears.

     2.3  Prepayment.  The  Company may repay the Note in part or in full at any
time on or before  maturity  date without  penalty,  at sole  discretion  of the
Company.

     2.4 Security Agreement. This Note is secured by that certain Deed of Trust,
Security  Agreement and  Assignment  of  Production,  dated  [Date],  a true and
correct copy of which is attached hereto as Exhibit A.
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3.  Payment.  Except as set forth herein,  all payments  shall be made in lawful
money of the United  States of America at the  principal  offices of the Holder.
Payment shall be credited first to the accrued interest then due and payable and
the remainder applied to principal.

4.  Subordination.  No other indebtedness shall be senior in any respect to this
Note without the prior written consent of the Holder.  No other  indebtedness in
excess of a total amount of one million  united  states  dollars  ($1,000,000.00
U.S.) shall be equal or PARI PASSU in any respect to this Note without the prior
written consent of the Holder.

5.  Events of  Default.  The  entire  unpaid  Outstanding  Amount  shall  become
immediately  due and payable  upon the  occurrence  of an Event of  Default.  An
"Event of Default" shall be deemed to have occurred if:

     (a) the Company shall: (i) be unable, or admit in writing its inability, to
pay its debts as they mature;  (ii) make a general assignment for the benefit of
creditors;  (iii) be adjudicated a bankrupt or insolvent;  (iv) file a voluntary
petition in  bankruptcy,  or a petition or answer seeking  reorganization  or an
arrangement with creditors to take advantage of any insolvency law, or an answer
admitting the material allegations of a bankruptcy, reorganization or insolvency
petition  filed  against  it;  (v) take  corporate  action  for the  purpose  of
effecting any of the foregoing; or (vi) have an order for relief entered against
it in any proceeding under the United States Bankruptcy Code;

     (b) an order, judgment or decree shall be entered, without the application,
approval  or consent  of the  Company  by any court of  competent  jurisdiction,
approving  a petition  seeking  reorganization  of the Company or  appointing  a
receiver,  trustee or liquidator of the Company or of all or a substantial  part
of its assets, and such order, judgment or decree shall continue unstayed and in
effect for any period of thirty (30) consecutive days; or

     (c) the Company shall fail to pay as and when due any principal or interest
hereunder and such  nonpayment  shall continue  uncured for a period of ten (10)
business days after written notice by the Holder thereof.

6.  Transfer;  Successors and Assigns.  This Note may be  transferred  only upon
surrender of the original Note for registration of transfer,  duly endorsed,  or
accompanied  by  a  duly  executed  written   instrument  of  transfer  in  form
satisfactory to the Company. Thereupon, a new note for the same principal amount
and interest will be issued to, and registered in the name, of, the  transferee.
Interest and principal are payable only to the  registered  holder of this Note.
The terms and  conditions of this Note shall inure to the benefit of and binding
upon the respective successors and assigns of the parties.

7. Governing Law. This Note and all acts and  transactions  pursuant  hereto and
the rights and  obligations of the parties  hereto shall be governed,  construed
and  interpreted  in  accordance  with the laws of the State of  Texas,  without
giving  effect to  principles  of  conflicts of law and choice of law that would
cause the laws of any other jurisdiction to apply.

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<PAGE>
8.  Notices.  Whenever  any notice is  required  to be given by the Company to a
Holder,  such notice  shall be sent in writing  via first  class  mail,  postage
prepaid,  to the Holder at the  Holder's  last  address  appearing  on the books
maintained by the Company for  registration,  which notice shall be conclusively
presumed  to have been duly  given,  whether  or not the  Holder  receives  such
notice.  Whenever  any notice is required to be given by the Holder of this Note
to the  Company,  such  notice  shall be sent in writing  via first  class mail,
postage prepaid, to the Company at the Company's address above.

9. Amendments and Waivers. This Note and any term hereof may be amended, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against whom enforcement of such amendment,  waiver, discharge or termination is
sought. No waivers of any term,  condition or provision of this Note, in any one
or more  instances,  shall be  deemed  to be,  or  construed  as, a  further  or
continuing waiver of any such term, condition or provision.

10. Immunity of Members, Officers, Directors and Employees. No recourse shall be
had for the payment of the  principal  or interest on this Note or for any claim
based thereon or otherwise in any manner in respect  thereof,  to or against any
subsidiary,  member,  officer,  director or employee,  as such, past, present or
future, of the Company or any respective subsidiary,  member, officer,  director
or employees,  as such, past, present or future, of any predecessor or successor
company, either directly or through the Company or such predecessor or successor
company, whether by virtue of any constitutional provision or statute or rule of
law, or by the enforcement of any assessment or penalty, or in any other manner,
all such liability being expressly waived and released by the acceptance of this
Note and as part of the consideration for the issuance thereof.

     IN WITNESS  WHEREOF,  the Company has caused this Note to be duly  executed
and delivered by its authorized officer, as of the date first above written.

TOPAZ RESOURCES, INC.


By: /s/ Edward J. Munden                    By: /s/ Robert P. Lindsay
    --------------------------------            --------------------------------
    Edward J. Munden                            Robert P. Lindsay
    Chief Executive Officer                     Chief Operating Officer

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