<PAGE>
                                                                  EXHIBIT 10.12

                                                                      EXHIBIT A

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


                                8% CONVERTIBLE NOTE
                                -------------------


US$1,000,000                                                       July 23, 2004

               FOR VALUE RECEIVED, VisiJet, Inc., a Delaware corporation (the
"COMPANY"), hereby unconditionally promises to pay to the order of LibertyView
Special Opportunities Fund, LP (the "Holder"), having an address at c/o
Neuberger Berman, LLC, 111 River Street - Suite 1000, Hoboken, NJ 07030, at such
address or at such other place as may be designated in writing by the Holder, or
its assigns, the aggregate principal sum of One Million United States Dollars
($1,000,000.00), together with interest from July 23, 2004 on the unpaid
principal balance of this Note outstanding at a rate equal to eight percent
(8.0%) (computed on the basis of the actual number of days elapsed in a 360-day
year) per annum and continuing on the outstanding principal until this 8%
Convertible Note (the "Note") is converted into Common Stock as provided herein
or indefeasibly and irrevocably paid in full by the Company. Interest on this
Note shall accrue and be compounded quarterly and shall be payable quarterly on
the fifteenth day of July, October, January and April of each year (each, an
"INTEREST PAYMENT Date"), commencing on October 31, 2004, to the Holder of
record on the immediately preceding July 15, October 15, January 15 or April 15,
as applicable (each, an "INTEREST RECORD DATE "). Subject to the other
provisions of this Note, the principal of this Note and all accrued and unpaid
interest hereon shall mature and become due and payable on July 23, 2014 (the
"STATED MATURITY Date"). Except as provided herein, all payments of principal
and interest by the Company under this Note shall be made in United States
dollars in immediately available funds to an account specified by the Holder.

               From and after the Stated Maturity Date, all amounts due and
owing under this Note shall automatically, and without action by any party
hereto, bear interest at an annual rate of twelve percent (12%). In no event
shall any interest charged, collected or reserved under this Note exceed the
maximum rate then permitted by applicable law and if any such payment is paid by
the Company, then such excess sum shall be credited by the Holder as a payment
of principal.

         1. DEFINITIONS. Unless the context otherwise requires, when used herein
the following terms shall have the meaning indicated:

                                      -1-


<PAGE>

                  "ADDITIONAL RIGHTS" shall have the meaning ascribed to such
term in Section 6 hereof.

                  "AFFILIATE" shall mean, with respect to any Person, any other
Person which directly or indirectly through one or more intermediaries Controls,
is controlled by, or is under common control with, such Person.

                  "BOARD" shall mean the Board of Directors of Company.

                  "BUSINESS DAY" other than a Saturday or Sunday, on which banks
in New York City are open for the general transaction of business.

                  "CHANGE OF CONTROL" means, at any time (i) any Person or any
Persons acting together that would constitute a "group" for purposes of Section
13(d) under the Exchange Act, or any successor provision thereto, shall acquire
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act,
or any successor provision thereto) in a single transaction or a series of
related transactions, of more than 50% of the aggregate voting power of the
Company; or (ii) the Company merges into or consolidates with any other Person,
or any Person merges into or consolidates with the Company and, after giving
effect to such transaction, the stockholders of the Company immediately prior to
such transaction own less than 50% of the aggregate voting power of the Company
or the successor entity of such transaction; or (iii) the Company sells or
transfers its assets, as an entirety or substantially as an entirety, to another
Person; or (iv) any "change of control" or similar event under any loan
agreement, mortgage, indenture or other agreement relating to any indebtedness
for borrowed money of the Company shall occur; or (v) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (together with any new directors whose election by the
shareholders of the Company was proposed by a vote of the majority of directors
of the Company then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office.

                  "COMMON STOCK" shall mean the Common Stock, par value $0.001
per share, of the Company.

                  "COMPANY" shall have the meaning ascribed to such term in the
first paragraph herein.

                  "CONTROL" (including the terms "controlling", "controlled by"
or "under common control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise

                  "CONVERSION PRICE" shall mean initially $0.54 per share,
subject to adjustment as provided in Section 6.

                  "CONVERTIBLE SECURITIES" shall have the meaning ascribed to
such term in Section 6 hereof.

                  "DESIGNATED EVENT" means the occurrence of either a Change of
Control or a Termination of Trading.

                  "DESIGNATED EVENT REPURCHASE DATE " shall have the meaning
ascribed to such term in Section 5 hereof.

                                      -2-


<PAGE>

                  "DESIGNATED EVENT REPURCHASE NOTICE" shall have the meaning
ascribed to such term in Section 5 hereof.

                  "DESIGNATED EVENT REPURCHASE PRICE" shall have the meaning
ascribed to such term in Section 5 hereof.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.

                  "EVENT OF DEFAULT" shall have the meaning ascribed to such
term in Section 6 herein.

                  "EXCLUDED ISSUANCES" shall have the meaning ascribed to such
term in Section 6 herein.

                  "HOLDER" shall have the meaning ascribed to such term in the
first paragraph herein.

                  "INTEREST PAYMENT DATE " shall have the meaning ascribed to
such term in the first paragraph herein.

                  "INTEREST RECORD DATE" shall have the meaning ascribed to such
term in the first paragraph herein.

                  "INVESTORS" shall have the meaning ascribed to such term in
the Purchase Agreement.

                  "MARKET PRICE", as of a particular date (the "VALUATION
DATE"), shall mean the following with respect to any class of securities: (A) if
such security is then listed on a national stock exchange, the Market Price
shall be the closing bid price of one share of such security on such exchange o
n the last Trading Day prior to the Valuation Date, provided that if such
security has not traded in the prior ten (10) trading sessions, the Market Price
shall be the average closing bid price of such security in the most recent ten
(10) trading sessions during which such security has traded; (B) if such
security is then included in The Nasdaq Stock Market, Inc. ("NASDAQ"), the
Market Price shall be the closing bid price of one share of such security on
Nasdaq on the last Trading Day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and the low ask
price quoted on Nasdaq as of the end of the last Trading Day prior to the
Valuation Date, provided that if such security has not traded in the prior ten
(10) trading sessions, the Market Price shall be the average closing price of
one share of such security in the most recent ten (10) trading sessions during
which such security has traded; (C) if such security is then included in the
Over-the-Counter Bulletin Board, the Market Price shall be the closing sale
price of one share of such security on the Over-the-Counter Bulletin Board on
the last Trading Day prior to the Valuation Date or, if no such closing sale
price is available, the average of the high bid and the low ask price quoted on
the Over-the-Counter Bulletin Board as of the end of the last Trading Day prior
to the Valuation Date, provided that if such stock has not traded in the prior
ten (10) trading sessions, the Market Price shall be the average closing price
of one share of such security in the most recent ten (10) trading sessions
during which such security has traded; or (D) if such security is then included
in the "pink sheets," the Market Price shall be the closing sale price of one
share of such security on the "pink sheets" on the last Trading Day prior to the
Valuation Date or, if no such closing sale price is available, the average of
the high bid and the low ask price quoted on the "pink sheets" as of the end of
the last Trading Day prior to the Valuation Date, provided that if such stock
has not traded in the prior ten (10) trading

                                      -3-


<PAGE>

sessions, the Market Price shall be the average closing price of one share of
such security in the most recent ten (10) trading sessions during which such
security has traded.

                  "NOTE" shall have the meaning ascribed to such term in the
first paragraph herein.

                  "OPTIONS" shall have the meaning ascribed to such term in
Section 6 hereof.

                  "PERSON" means an individual, corporation, partnership,
limited liability company, trust, business trust, association, joint stock
company, joint venture, sole proprietorship, unincorporated organization,
governmental authority or any other form of entity not specifically listed
herein.

                  "PURCHASE AGREEMENT " shall mean the Securities Purchase
Agreement, dated as of July 23, 2004, and as that agreement may be amended from
time to time, by and among the Company and the Investors.

                  "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration
Rights Agreement, dated as of July 23, 2004, and as that agreement may be
amended from time to time, by and among the Company and the Investors.

                  "REPURCHASE DATE " shall have the meaning ascribed to such
term in Section 5 hereof.

                  "REPURCHASE NOTICE" shall have the meaning ascribed to such
term in Section 5 hereof.

                  "REPURCHASE PRICE" shall have the meaning ascribed to such
term in Section 5 hereof.

                  "STATED MATURITY DATE" shall have the meaning ascribed to such
term in the first paragraph herein.

                  "SUBSIDIARY" of any Person means another Person, an amount of
the voting securities, other voting ownership or voting partnership interests of
which is sufficient to elect at least a majority of its Board of Directors or
other governing body (or, if there are no such voting interests, 50% or more of
the equity interests of which) is owned directly or indirectly by such first
Person.

                  "TERMINATION OF TRADING" will be deemed to have occurred at
any time when the Common Stock is neither listed for trading on a U.S. national
securities exchange nor approved for trading on the Nasdaq Stock Market or any
similar system of automated dissemination of quotations of securities prices nor
quoted on the Over the Counter Bulletin Board".

                  "TRADING DAY" means (i) if the relevant stock or security is
listed or admitted for trading on The New York Stock Exchange, Inc. or any other
national securities exchange, a day on which such exchange is open for business;
(ii) if the relevant stock or security is quoted on the Nasdaq Stock Market or
any other system of automated dissemination of quotations of securities prices,
a day on which trades may be effected through such system; or (iii) if the
relevant stock or security is not listed or admitted for trading on any national
securities exchange or quoted on the Nasdaq Stock Market or any other system of
automated dissemination of quotation of securities prices, a day on which the
relevant stock or security is traded in a regular way in the over-the-counter
market and for which a closing bid and a closing asked price for such stock or

                                      -4-


<PAGE>

security are available, shall mean a day, other than a Saturday or Sunday, on
which The New York Stock Exchange, Inc. is open for trading.

                  "TRIGGER ISSUANCE" shall have the meaning ascribed to such
term in Section 6 hereof.

         2. PURCHASE AGREEMENT. This Note is one of the several 8% Convertible
Notes of the Company issued pursuant to the Purchase Agreement. This Note is
subject to the terms and conditions of, and entitled to the benefit of, the
provisions of the Purchase Agreement. This Note is transferable and assignable
to any person to whom such transfer is permissible under the Purchase Agreement
and applicable law. The Company agrees to issue from time to time a replacement
Note in the form hereof to facilitate such transfers and assignments. In
addition, after delivery of an indemnity in form and substance reasonably
satisfactory to the Company, the Company also agrees to promptly issue a
replacement Note if this Note is lost, stolen, mutilated or destroyed.

         3. NO RIGHT OF PREPAYMENT OR REDEMPTION. This Note shall not be
prepayable or redeemable by the Company prior to the Stated Maturity Date.

         4. REPURCHASE OF THE NOTE AT THE OPTION OF THE HOLDER.

                  (a) The Note shall be purchased by the Company at the option
of the Holder on July 31, 2007 (each, a "REPURCHASE DATE"), at a purchase price
equal to 100% of the principal amount of this Note, plus accrued and unpaid
interest on this Note, to (but excluding) such Repurchase Date (the "REPURCHASE
PRICE "). If the Repurchase Date is on a date that is after an Interest Record
Date and on or prior to the corresponding Interest Payment Date, the Company
shall pay such interest to the Holder of record on the corresponding Interest
Record Date and the Repurchase Price shall only be 100% of the principal amount
of the Note. The Company shall have the option to pay all or any portion of the
Repurchase Price in newly issued, fully paid and nonassessable shares of Common
Stock, with each share of Common Stock having a value equal to the average
Market Price of a share of Common Stock for each of the ten Trading Days
immediately preceding the date on which the Repurchase Price is paid: provided,
however, that the Company shall not have the right to issue any shares of Common
Stock pursuant to this Section 3 unless such shares of Common Stock are the n
registered pursuant to a Registration Statement (as defined in the Registration
Rights Agreement) which is available for the resale of such shares of Common
Stock immediately upon issuance.

                  (b) Not later than 30 Business Days prior to any Repurchase
Date, the Company shall give written notice to the Holder, which notice shall
(i) specify (A) the Repurchase Date, (B) the Repurchase Price then applicable
and (C) subject to the proviso in the last sentence of Section 4(a), the
portions of the Repurchase Price payable in cash and/or shares of Common Stock
and (ii) include a form of repurchase notice to be completed by the Holder.

                  (c) Purchases of this Note shall be made, at the option of the
Holder thereof, upon delivery to the Company by the Holder of (i) a written
notice of repurchase (a "REPURCHASE Notice") at any time prior to 5:00 p.m., New
York time, on the relevant Repurchase Date stating the portion of the Note which
the Holder will deliver to be purchased, which portion must be in principal
amounts of $1,000 or an integral multiple of $1,000, and irrevocably agreeing
that such

                                      -5-


<PAGE>

principal amount of the Note shall be purchased by the Company as of the
Repurchase Date and (ii) this Note.

                  (d) In the event that this Note is repurchased in part, upon
surrender of this Note, the Company shall execute and deliver to the Holder a
new Note equal in principal amount to the unpurchased portion of the Note
surrendered.

          5. REPURCHASE OF THE NOTE AT THE OPTION OF THE HOLDER UPON CERTAIN
EVENTS.

                  (a) If a Designated Event occurs, this Note shall be purchased
by the Company, at the option of the Holder thereof, at a cash purchase price
equal to 101% of the principal amount of those Securities, plus accrued and
unpaid interest (the "DESIGNATED EVENT REPURCHASE PRICE") to, but not including,
the date that is 30 days following the date of the notice of a Designated Event
delivered by the Company pursuant to clause (b) below (the "DESIGNATED Event
Repurchase Date"), subject to satisfaction by or on behalf of the Holder of the
requirements set forth in clause (c) below. If the Designated Event Repurchase
Date is on a date that is after an Interest Record Date and on or prior to the
corresponding Interest Payment Date, the Company shall pay such interest to the
holder of record on the corresponding Interest Record Date and the Designated
Event Repurchase Price shall only be 101% of the principal amount of this Note.

                  (b) No later than 30 days after the occurrence of a Designated
Event, the Company shall give written notice thereof to the Holder, which notice
shall include a form of repurchase notice to be completed by the Holder and
shall (i) state briefly, the events causing a Designated Event and the date of
such Designated Event, (ii) specify the Designated Event Repurchase Price and
(iii) the Designated Event Repurchase Date.

                  (c) The Holder may exercise its rights specified in this
Section 5 upon delivery to the Company of (i) a written notice of purchase (a
"DESIGNATED EVENT REPURCHASE Notice") to the Company at any time on or prior to
5:00 p.m., New York time, on the Designated Event Repurchase Date stating the
portion of the Note which the Holder will deliver to be purchased, which portion
must be in principal amounts of $1,000 or an integral multiple of $1,000, and
irrevocably agreeing that such principal amount of the Note shall be purchased
by the Company as of the Designated Event Repurchase Date and (ii) this Note.

                  (d) In the event that this Note is repurchased in part, upon
surrender of this Note, the Company shall execute and deliver to the Holder a
new Note equal in principal amount to the unpurchased portion of the Note
surrendered.

         6. CONVERSION RIGHTS.

                  (a) Subject to and upon compliance with the provisions of this
Note, prior to the Stated Maturity Date, the Holder shall have the right, at its
option at any time, to convert some or all of the Note into such number of fully
paid and nonassessable shares of Common Stock as is obtained by: (i) adding (A)
the principal amount of this Note to be converted and (B) the amount of any
accrued but unpaid interest with respect to such portion of this Note to be
converted; and (ii) dividing the result obtained pursuant to clause (i) above by
the Conversion Price then in effect The rights of conversion set forth in this
Section 6 shall be exercised by the

                                      -6-


<PAGE>

Holder by giving written notice to the Company that the Holder elects to convert
a stated amount of this Note into Common Stock and by surrender of this Note
(or, in lieu thereof, by delivery of an appropriate lost security affidavit in
the event this Note shall have bee n lost or destroyed) to the Company at its
principal office (or such other office or agency of the Company as the Company
may designate by notice in writing to the Holder) at any time on the date set
forth in such notice (which date shall not be earlier than the Company's receipt
of such notice), together with a statement of the name or names (with address)
in which the certificate or certificates for shares of Common Stock shall be
issued.

                  (b) Promptly after receipt of the written notice referred to
in Section 6(a) above and surrender of this Note (or, in lieu thereof, by
delivery of an appropriate lost security affidavit in the event this Note shall
have been lost or destroyed), but in no event more than three (3) Business Days
thereafter, the Company shall issue and deliver, or cause to be issued and
delivered, to the Holder, registered in such name or names as the Holder may
direct in writing, a certificate or certificates for the number of whole shares
of Common Stock issuable upon the conversion of such portion of this Note. To
the extent permitted by law, such conversion shall be deemed to have been
effected, and the Conversion Price shall be determined, as of the close of
business on the date on which such written notice shall have been received by
the Company and this Note shall have been surrendered as aforesaid (or, in lieu
thereof, an appropriate lost security affidavit has been delivered to the
Company), and at such time, the rights of the Holder shall cease with respect to
the principal amount of the Notes being converted, and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby.

                  (c) No fractional shares shall be issued upon any conversion
of this Note into Common Stock. If any fractional share of Common Stock would,
except for the provisions of the first sentence of this Section 6(c), be
delivered upon such conversion, the Company, in lieu of delivering such
fractional share, shall pay to the Holder an amount in cash equal to the Market
Price of such fractional share of Common Stock. In case the principal amount of
this Note exceeds the principal amount being converted, the Company shall, upon
such conversion, execute and deliver to the Holder, at the expense of the
Company, a new Note for the principal amount of this Note surrendered which is
not to be converted.

                  (d) If the Company shall, at any time or from time to time
while this Note is outstanding, pay a dividend or make a distribution on its
Common Stock in shares of Common Stock, subdivide its outstanding shares of
Common Stock into a greater number of shares or combine its outstanding shares
of Common Stock into a smaller number of shares or issue by reclassification of
its outstanding shares of Common Stock any shares of its capital stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then the Conversion
Price in effect immediately prior to the date upon which such change shall
become effective, shall be adjusted by the Company so that the Holder thereafter
converting this Note shall be entitled to receive the number of shares of Common
Stock or other capital stock which the Holder would have received if the Note
had been converted immediately prior to such event upon payment of a Conversion
Price that has been adjusted to reflect a fair allocation of the economics of
such event to the Holder, without regard

                                      -7-


<PAGE>

to any conversion limitation specified in this Section 6. Such adjustments shall
be made successively whenever any event listed above shall occur.

                  (e) If any capital reorganization, reclassification of the
capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer
or other disposition of all or substantially all of the Company's assets to
another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, lawful and adequate provision shall be made whereby the Holder
shall thereafter have the right to purchase and receive upon the basis and upon
the terms and conditions herein specified and in lieu of the shares of Common
Stock immediately theretofore issuable upon conversion of this Note, without
regard to any conversion limitation specified in Section 6, such shares of
stock, securities or assets as would have been issuable or payable with respect
to or in exchange for a number of shares of Common Stock equal to the number of
shares of Common Stock immediately theretofore issuable upon conversion of this
Note, had such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition not taken place, without regard to any conversion
limitation specified in Section 6, and in any such case appropriate provision
shall be made with respect to the rights and interests of the Holder to the end
that the provisions hereof (including, without limitation, provision for
adjustment of the Conversion Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock, securities
or assets thereafter deliverable upon the conversion hereof. The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Holder, at the last address of the Holder appearing on the books of the
Company, such shares of stock, securities or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to purchase, without regard to
any conversion limitation specified in Section 6, and the other obligations
under this Note. The provisions of this paragraph (e) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales,
transfers or other dispositions.

                  (f) In case the Company shall fix a payment date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends or distributions referred to in Section
6(d)), or subscription rights or Notes, the Conversion Price to be in effect
after such payment date shall be determined by multiplying the Conversion Price
in effect immediately prior to such payment date by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market Price of Common Stock immediately prior to such payment date, less
the fair market value (as determined by the Board of Directors in good faith) of
said assets or evidences of indebtedness so distributed, or of such subscription
rights or Notes, and the denominator of which shall be the total number of
shares of Common Stock outstanding multiplied by such Market Price immediately
prior to such payment date. Such adjustment shall be made successively whenever
such a payment date is fixed.

                                      -8-


<PAGE>

                  (g) An adjustment to the Conversion Price shall become
effective immediately after the payment date in the case of each dividend or
distribution and immediately after the effective date of each other event which
requires an adjustment.

                  (h) In the event that, as a result of an adjustment made
pursuant to this Section 6, the Holder shall become entitled to receive any
shares of capital stock of the Company other than shares of Common Stock, the
number of such other shares so receivable upon conversion of this Note shall be
subject thereafter to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions contained in this Note.

                  Except as provided in Section 6(j) below, if and whenever the
Company shall issue or sell, or is, in accordance with Sections 5(i)(i) through
5(i)(vii) hereof, deemed to have issued or sold, any shares of Common Stock for
a consideration per share less than $0.54 (a "Trigger Issuance"), effective as
of the close of business on the effective date of the Trigger Issuance the
then-existing Conversion Price shall be reduced to a price determined as
follows:


               Adjusted Conversion Price = (A X B) + D
                                           -----------
                                            A + C
                           where

                           "A" equals the number of shares of Common Stock
outstanding, including Additional Shares of Common Stock (as defined below)
deemed to be issued hereunder, immediately preceding such Trigger Issuance;

                           "B" equals the Conversion Price in effect immediately
preceding such Trigger Issuance;

                           "C" equals the number of Additional Shares of Common
Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and

                           "D" equals the aggregate consideration, if any,
received or deemed to be received by the Company upon such Trigger Issuance;

provided, however, that in no event shall the Conversion Price after giving
effect to such Trigger Issuance be greater than the Conversion Price in effect
prior to such Trigger Issuance.

                  For purposes of this subsection (i), "Additional Shares of
Common Stock" shall mean all shares of Common Stock issued by the Company or
deemed to be issued pursuant to this subsection (i), other than Excluded
Issuances (as defined in subsection (j) hereof).

                  For purposes of this Section 6(i), the following subsections
(i)(i) to (i)(vii) shall also be applicable (subject, in each such case, to the
provisions of Section 6(j) hereof):

                                      -9-


<PAGE>

                  (i) In case at any time the Company shall in any manner grant
(directly and not by assumption in a merger or otherwise) any Notes or other
rights to subscribe for or to purchase, or any options for the purchase of,
Common Stock or any stock or security convertible into or exchangeable for
Common Stock (such Notes, rights or options being called "OPTIONS" and such
convertible or exchangeable stock or securities being called "Convertible
Securities") whether or not such Options or the right to convert or exchange any
such Convertible Securities are immediately exercisable, and the price per share
for which Common Stock is issuable upon the exercise of such Options or upon the
conversion or exchange of such Convertible Securities (determined by dividing
(i) the sum (which sum shall constitute the applicable consideration) of (x) the
total amount, if any, received or receivable by the Company as consideration for
the granting of such Options, plus (y) the aggregate amount of additional
consideration payable to the Company upon the exercise of all such Options, plus
(z), in the case of such Options which relate to Convertible Securities, the
aggregate amount of additional consideration, if any, payable upon the issue or
sale of such Convertible Securities and upon the conversion or exchange thereof,
by (ii) the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options) shall be less
than the Market Price of the Common Stock immediately prior to the time of the
granting of such Options, then the total number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total amount of such Convertible Securities issuable upon the exercise of such
Options shall be deemed to have been issued for such price per share as of the
date of granting of such Options or the issuance of such Convertible Securities
and thereafter shall be deemed to be outstanding for purposes of adjusting the
Conversion Price. Except as otherwise provided in subsection 6(i)(iii), no
adjustment of the Conversion Price shall be made upon the actual issue of such
Common Stock or of such Convertible Securities upon exercise of such Options or
upon the actual issue of such Common Stock upon conversion or exchange of such
Convertible Securities.

                  (ii) In case the Company shall in any manner issue (directly
and not by assumption in a merger or otherwise) or sell any Convertible
Securities, whether or not the rights to exchange or convert any such
Convertible Securities are immediately exercisable, and the price per share for
which Common Stock is issuable upon such conversion or exchange (determined by
dividing (i) the sum (which sum shall constitute the applicable consideration)
of (x) the total amount received or receivable by the Company as consideration
for the issue or sale of such Convertible Securities, plus (y) the aggregate
amount of additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (ii) the total number of shares of Common
Stock issuable upon the conversion or exchange of all such Convertible
Securities) shall be less than the Market Price of the Common Stock immediately
prior to the time of such issue or sale, then the total maximum number of shares
of Common Stock issuable upon conversion or exchange of all such Convertible
Securities shall be deemed to have been issued for such price per share as of
the date of the issue or sale of such Convertible Securities and thereafter
shall be deemed to be outstanding for purposes of adjusting the Conversion
Price, provided that (a) except as otherwise provided in subsection 6(i)(iii),
no adjustment of the Conversion Price shall be made upon the actual issuance of
such Common Stock upon conversion or exchange of such Convertible Securities and
(b) no further adjustment of the Conversion Price shall be made by reason of the
issue or sale of Convertible Securities upon exercise of any Options to purchase
any such Convertible Securities for which adjustments of the Conversion Price
have been made pursuant to the other provisions of subsection 6(i).

                                      -10-


<PAGE>

                  (iii) Upon the happening of any of the following events,
namely, if the purchase price provided for in any Option referred to in
subsection 6(i)(i) hereof, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities referred to in
subsections 5(i)(i) or 5(i)(ii), or the rate at which Convertible Securities
referred to in subsections 5(i)(i) or 5(i)(ii) are convertible into or
exchangeable for Common Stock shall change at any time (including, but not
limited to, changes under or by reason of provisions designed to protect against
dilution), the Conversion Price in effect at the time of such event shall
forthwith be readjusted to the Conversion Price which would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold. On the
termination of any Option for which any adjustment was made pursuant to this
subsection 6(i) or any right to convert or exchange Convertible Securities for
which any adjustment was made pursuant to this subsection 6(i) (including
without limitation upon the redemption or purchase for consideration of such
Convertible Securities by the Company), the Conversion Price then in effect
hereunder shall forthwith be changed to the Conversion Price which would have
been in effect at the time of such termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such termination,
never been issued.

                  (iv) Subject to the provisions of this Section 6(i), in case
the Company shall declare a dividend or make any other distribution upon any
stock of the Company (other than the Common Stock) payable in Common Stock,
Options or Convertible Securities, then any Common Stock, Options or Convertible
Securities, as the case may be, issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without consideration.

                  (v) In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for cash, the consideration received therefor
shall be deemed to be the net amount received by the Company therefor, after
deduction therefrom of any expenses incurred or any underwriting commissions or
concessions paid or allowed by the Company in connection therewith. In case any
shares of Common Stock, Options or Convertible Securities shall be issued or
sold for a consideration other than cash, the amount of the consideration other
than cash received by the Company shall be deemed to be the fair value of such
consideration as determined in good faith by the Board of Directors, after
deduction of any expenses incurred or any underwriting commissions or
concessions paid or allowed by the Company in connection therewith. In case any
Options shall be issued in connection with the issue and sale of other
securities of the Company, together comprising one integral transaction in which
no specific consideration is allocated to such Options by the parties thereto,
such Options shall be deemed to have been issued for such consideration as
determined in good faith by the Board of Directors of the Company. If Common
Stock, Options or Convertible Securities shall be issued or sold by the Company
and, in connection therewith, other Options or Convertible Securities (the
"ADDITIONAL RIGHTS") are issued, then the consideration received or deemed to be
received by the Company shall be reduced by the fair market value of the
Additional Rights (as determined using the Black-Scholes option pricing model or
another method mutually agreed to by the Company and the Holder). The Board of
Directors shall respond promptly, in writing, to an inquiry by the Holder as to
the fair market value of the Additional Rights. In the event that the Board of
Directors and the Holder are unable to agree upon the fair market value of the
Additional Rights, the Company and the Holder shall jointly select an appraiser,
who is experienced in such matters.

                                      -11-


<PAGE>

The decision of such appraiser shall be final and conclusive, and the cost of
such appraiser shall be borne evenly by the Company and the Holder.

                  (vi) In case the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, Options or Convertible Securities or
(ii) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

                  (vii) The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by o r for the account of the
Company or any of its wholly-owned subsidiaries, and the disposition of any such
shares (other than the cancellation or retirement thereof) shall be considered
an issue or sale of Common Stock for the purpose of this subsection (i).

                  (j) Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment of the Conversion Price in
the case of the issuance of (A) capital stock, Options or Convertible Securities
issued to directors, officers, employees or consultants of the Company in
connection with their service as directors of the Company, their employment by
the Company or their retention as consultants by the Company pursuant to an
equity compensation program approved by the Board of Directors or t he
compensation committee of the Board of Directors, (B) shares of Common Stock
issued upon the conversion or exercise of Options or Convertible Securities
issued prior to the date hereof, provided such securities are not amended after
the date hereof (C) securities issued pursuant to the Purchase Agreement and
securities issued upon the exercise or conversion of those securities, and (D)
shares of Common Stock issued or issuable by reason of a dividend, stock split
or other distribution on shares of Common Stock (but only to the extent that
such a dividend, split or distribution results in an adjustment in the
Conversion Price pursuant to the other provisions of this Note) (collectively,
"EXCLUDED ISSUANCES").

                  (k) Notwithstanding anything herein to the contrary, in no
event shall the Holder be entitled to convert any portion of this Note in excess
of that portion upon conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by such Holder and its Affiliates (other than
shares of Common Stock which may be deemed beneficially owned through ownership
of the unconverted portion of this Note or the unexercised or unconverted
portion of any other security of the holder subject to a limitation on
conversion analogous to the limitations contained herein) and (2) the number of
shares of Common Stock issuable upon the conversion of that portion of this Note
with respect to which the determination of this proviso is being made, would
result in beneficial ownership by the Holder and its Affiliates of more than
9.99% of the then outstanding shares of Common Stock. The waiver by the Holder
of any limitation contained in an Option or Convertible Security now or
hereafter held by such holder that is similar or analogous to the limitations
set forth in this Section 6(k) shall not be deemed a waiver or otherwise effect
the limitation set forth in this Section 6(k), unless such waiver expressly
states it is a waiver of the provisions of this Section 6(k). For purposes of
this Section 6(k), beneficial ownership shall be determined in accordance with

                                      -12-


<PAGE>

Section 13(d) of the Exchange Act and Regulations 13D-G thereunder, except as
otherwise provided in clause (1) of such proviso. The Holder may waive the
limitations set forth herein by sixty-one (61) days written notice to the
Company.

               (l) In case at any time:

                  (i) the Company shall declare any dividend upon its Common
Stock or any other class or series of capital stock of the Company payable in
cash or stock or make any other distribution to the holders of its Common Stock
or any such other class or series of capital stock;

                  (ii) the Company shall offer for subscription pro rata to the
holders of its Common Stock or any other class or series of capital stock of the
Company any additional shares of stock of any class or other rights; or

                  (iii) there shall be any capital reorganization or
reclassification of the capital stock of the Company, any acquisition or a
liquidation, dissolution or winding up of the Company;

then, in any one or more of said cases, the Company shall give, by delivery in
person or by certified or registered mail, return receipt requested, addressed
to the Holder at the address of such Holder as shown on the books of the
Company, (a) at least 20 Business Days' prior written notice of the date on
which the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any event set forth in clause (iii) of this Section 6(l) and (b)
in the case of any event set forth in clause (iii) of this Section 6(l), at
least 20 Business Days' prior written notice of the date when the same shall
take place. Such notice in accordance with the foregoing clause (a) shall also
specify, in the case of any such dividend, distribution or subscription rights,
the date on which the holders of Common Stock or such other class or series of
capital stock shall be entitled thereto and such notice in accordance with the
foregoing clause (b) shall also specify the date on which the holders of Common
Stock and such other series or class of capital stock shall be entitled to
exchange their Common Stock and other stock for securities or other property
deliverable upon consummation of the applicable event set forth in clause (iii)
of this Section 6(l).

                  (m) Upon any adjustment of the Conversion Price, then and in
each such case the Company shall give prompt written notice thereof, by delivery
in person or by certified or registered mail, return receipt requested,
addressed to the Holder at the address o f such Holder as shown on the books of
the Company, which notice shall state the Conversion Price resulting from such
adjustment and setting forth in reasonable detail the method upon which such
calculation is based.

                  (n) The Company shall at all times to reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon conversion of this Note as herein provided, such number of shares of Common
Stock as shall then be issuable upon the conversion of this Note without regard
to the conversion limitations set forth in Section 6. The Company covenants that
all shares of Common Stock which shall be so issued shall be duly and validly
issued and fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issue thereof, and, without limiting the generality
of the foregoing, and that the

                                      -13-


<PAGE>

Company will from time to time take all such action as may be requisite to
assure that the par value per share of the Common Stock is at all times equal to
or less than the Conversion Price in effect at the time. The Company shall take
all such action as may be necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any requirement of any national securities exchange upon which the Common
Stock may be listed. The Company shall not take any action which results in any
adjustment of the Conversion Price if the total number of shares of Common Stock
issued and issuable after such action upon conversion of this Note would exceed
the total number of shares of Common Stock then authorized by the Company's
articles of association or memorandum of association.

                  (o) The issuance of certificates for shares of Common Stock
upon conversion of this Note shall be made without charge to the holders thereof
for any issuance tax in respect thereof, provided that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
Holder.

                  (p) The Company will not at any time close its transfer books
against the transfer, as applicable, of this Note or of any shares of Common
Stock issued or issuable upon the conversion of this Note in any manner which
interferes with the timely conversion of this Note, except as may otherwise be
required to comply with applicable securities laws.

                  (q) To the extent permitted by applicable law and the listing
requirements of the Nasdaq Stock Market and any exchange in which the Common
Stock is then listed, the Company from time to time may decrease the Conversion
Price by any amount for any period of time if the period is at least twenty (20)
days, the decrease is irrevocable during the period and the Board of Directors
shall have made a determination that such decrease would be in the best
interests of the Company, which determination shall be conclusive. Whenever the
Conversion Price is decreased pursuant to the preceding sentence, the Company
shall provide written notice thereof to the Holder at least fifteen (15) days
prior to the date the decreased Conversion Price takes effect, and such notice
shall state the decreased Conversion Rate and the period during which it will be
in effect.

        7. EVENT OF DEFAULT. The occurrence of any of following events shall
constitute an "EVENT OF DEFAULT" hereunder:

                  (a) the failure of the Company to make any payment of
principal on this Note when due, whether at maturity, upon acceleration or
otherwise;

                  (b) the failure of the Company to make any payment of interest
on this Note, or any other amounts due under the Purchase Agreement, the
Registration Rights Agreement or this Note or the Warrants when due, whether at
maturity, upon acceleration or otherwise, and such failure continues for more
thAN five (5) days;

                  (c) the Company and/or its Subsidiaries fail to make a
required payment or payments on indebtedness for borrowed money of Twenty-Five
Thousand United States Dollars ($25,000) or more in aggregate principal amount
and such failure continues for more than ten (10) days;

                                      -14-


<PAGE>

                  (d) there shall have occurred an acceleration of the stated
maturity of any indebtedness for borrowed money of the Company or its
Subsidiaries of Twenty-Five Thousand United States Dollars ($25,000) or more in
aggregate principal amount (which acceleration is not rescinded, annulled or
otherwise cured within ten (10) days of receipt by the Company or a Subsidiary
of notice of such acceleration);

                  (e) the Company makes an assignment for the benefit of
creditors or admits in writing its inability to pay its debts generally as they
become due; or an order, judgment or decree is entered adjudicating the Company
as bankrupt or insolvent; or any order for relief with respect to the Company is
entered under the Federal Bankruptcy Code or any other bankruptcy or insolvency
law; or the Company petitions or applies to any tribunal for the appointment of
a custodian, trustee, receiver or liquidator of the Company or of any
substantial part of the assets of the Company, or commences any proceeding
relating to it under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction; or any
such petition or application is filed, or any such proceeding is commenced,
against the Company and either (i) the Company by any act indicates its approval
thereof, consents thereto or acquiescence therein or (ii) such petition
application or proceeding is not dismissed within sixty (60) days;

                  (f) a final, non-appealable judgment which, in the aggregate
with other outstanding final judgments against the Company and its Subsidiaries,
exceeds Twenty-Five Thousand United States Dollars ($25,000) shall be rendered
against the Company or a Subsidiary and within sixty (60) days after entry
thereof, such judgment is not discharged or execution thereof stayed pending
appeal, or within sixty (60) days after the expiration of such stay, such
judgment is not discharged;

                  (g) the Company is in breach of the requirements of Section
7.9 of the Purchase Agreement;

                  (h) if any representation or statement of fact made in the
Purchase Agreement or furnished to the Holder at any time by or on behalf of the
Company proves to have been false in any material respect when made or
furnished; or

                  (i) if the Company fails to observe or perform in any material
respect any of its covenants contained in the Purchase Agreement, the
Registration Rights Agreement, the Warrants or this Note (other than any failure
which is covered by Section 7(a), (b) or (g)), and such failure continues for
thirty (30) days after receipt by the Company of notice thereof.

                  Upon the occurrence of any such Event of Default all unpaid
principal and accrued interest under this Note shall become immediately due and
payable (A) upon election of the Holder, with respect to (a) through (d) and (f)
through (i), and (B) automatically, with respect to (e). Upon the occurrence of
an Event of Default, the Holder shall have the right to exercise any other
right, power or remedy as may be provided herein or in the Security Agreement or
as may be provided at law or in equity, INCLUDING, WITHOUT LIMITATION, the right
realize on its interest in the Collateral.

                                      -15-


<PAGE>

         8. NO WAIVER. No delay or omission on the part of the Holder in
exercising any right under this Note shall operate as a waiver of such right or
of any other right of the Holder, nor shall any delay, omission or waiver on any
one occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.

         9. AMENDMENTS IN WRITING. None of the terms or provisions of this Note
may be excluded, modified or amended except by a written instrument duly
executed by the Holder and the Company expressly referring to this Note and
setting forth the provision so excluded, modified or amended.

         10. WAIVERS. The Company hereby forever waives presentment, demand,
presentment for payment, protest, notice of protest, notice of dishonor of this
Note and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note.

         11. WAIVER OF JURY TRIAL. THE COMPANY HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS NOTE OR
ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL
OTHER CLAIMS. THE COMPANY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

         12. GOVERING LAW; CONSENT TO JURISDICTION. This Note shall be governed
by and construed under the law of the State of New York, without giving effect
to the conflicts of law principles thereof. The Company and, by accepting this
Note, the Holder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Note and
the transactions contemplated hereby. Service of process in connection with any
such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under
this Note. The Company and, by accepting this Note, the Holder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court. The Company and, by
accepting this Note, the Holder, each irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

         13. COSTS. If action is instituted to collect on this Note, the Company
promises to pay all costs and expenses, including reasonable attorney's fees,
incurred in connection with such action.

                                      -16-


<PAGE>

         14. Notices. All notices hereunder shall be given in writing and shall
be deemed delivered when received by the other party hereto at the address set
forth in the Purchase Agreement or at such other address as may be specified by
such party from time to time in accordance with the Purchase Agreement.

         15. Successors and Assigns. This Note shall be binding upon the
successors or assigns of the Company and shall inure to the benefit of the
successors and assigns of the Holder.

                  [Remainder of Page Intentionally Left Blank]


                                      -17-


<PAGE>

                                    VISIJET



                                    By: /s/ Laurence M. Schreiber
                                    ---------------------------------------
                                    Name Laurence M. Schreiber
                                    Title COO, Corporate Secretary and Treasurer


                                      -18-