Exhibit 10.4

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:July 22, 2004
                                          Original Principal Amount: $100,000.00

                       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").

                                    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 Thousand Dollars ($100,000.00) (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.

<PAGE>

      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:

      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.


                                       2
<PAGE>

      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 Four  Hundred  Thousand  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) in the same manner
as the shares  purchasable under the Warrants are subject to adjustment from and
after the Conversion  Date,  and (y) pro-rated,  from time to time, in the event
the Holder  converts part but not all of the  outstanding  Principal  Amount and
accrued but unpaid interest thereon.

            (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.


                                       3
<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.


                                       4
<PAGE>

            (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
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 Fifty Cents  ($0.50) 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.


                                       5
<PAGE>

            (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 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.


                                       6
<PAGE>

            (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  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.


                                       7
<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.


                                       8
<PAGE>

      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  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]

                                       9
<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.


                                                     By: /s/ Todd Gotlieb
------------------------------                           -----------------------
                                                         Name:  Todd Gotlieb
                                                         Title:  President


                                                     SBS INTERACTIVE, INC.


                                                     By: /s/ Todd Gotlieb
------------------------------                           -----------------------
                                                         Name:  Todd Gotlieb
                                                         Title:  President

            [Signature Page to Secured Convertible Promissory Note]



<PAGE>


                                                                       Exhibit A

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT OR AN  OPINION  OF
COUNSEL REASONABLY  SATISFACTORY TO SBS INTERACTIVE,  CO. THAT SUCH REGISTRATION
IS NOT REQUIRED.

                                     Right  to   Purchase   [400,000] Shares  of
                                     Common   Stock  of  SBS Interactive, Co.
                                     (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT


No. ________                                        Issue Date:  ______________

      SBS INTERACTIVE,  CO., a corporation organized under the laws of the State
of Florida,  hereby certifies that, for value received,  Arthur Cohn, or assigns
(the "Holder"),  is entitled,  subject to the terms set forth below, to purchase
from the Company  from and after the Issue Date of this  Warrant and at any time
or from time to time before 5:00 p.m.,  New York time,  through  three (3) years
after  such  date  (the  "Expiration  Date"),  up to  [400,000]  fully  paid and
nonassessable  shares of Common Stock,  $0.001 par value, of the Company, at the
Exercise  Price (as defined  below).  The number and character of such shares of
Common  Stock and the  Exercise  Price are  subject to  adjustment  as  provided
herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a)  The  term  "Company"  shall  include  SBS  Interactive,  Co.  and any
corporation  which shall succeed or assume the  obligations of SBS  Interactive,
Co. hereunder.

      (b) The term "Common  Stock"  includes  (x) the  Company's  Common  Stock,
$0.001 par value per share, and (y) any other securities into which or for which
any of the securities described in (x) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

      (c) The term  "Other  Securities"  refers to any stock  (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 3 or otherwise.

<PAGE>

      (d) The term "Exercise  Price" shall be as follows,  subject to adjustment
pursuant to Section 4:

                           (i)      [200,000] shares at $1.00; and
                           (ii)     [200,000] shares at $1.25

      1. Exercise of Warrant.

      1.1.  Number of Shares  Issuable  upon  Exercise.  From and after the date
hereof through and including the  Expiration  Date, the Holder shall be entitled
to receive,  upon exercise of this Warrant in whole or in part, shares of Common
Stock of the Company,  subject to adjustment  pursuant to Section 4, by delivery
of an original or fax copy of the exercise  notice  attached hereto as Exhibit A
(the "Exercise Notice") along with payment to the Company of the Exercise Price.

      2. Procedure for Exercise.

      2.1 Delivery of Stock Certificates,  etc. on Exercise.  The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder as the record  owner of such  shares as of the
close of business on the date on which both the Exercise Notice and payment have
been made for such  shares.  As soon as  practicable  after the exercise of this
Warrant in full or in part, and in any event within 3 business days  thereafter,
the Company at its expense  (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder, or as
such Holder (upon payment by such Holder of any applicable  transfer  taxes) may
direct  in  compliance  with  applicable   securities  laws,  a  certificate  or
certificates  for  the  number  of duly  and  validly  issued,  fully  paid  and
nonassessable  shares of Common Stock (or Other Securities) to which such Holder
shall be entitled on such exercise.

      2.2. Exercise.

      Payment may be made either in cash or by certified or official  bank check
payable to the order of the Company equal to the applicable  aggregate  Exercise
Price for the number of Common  Shares  specified in such form (as such exercise
number shall be adjusted to reflect any adjustment in the total number of shares
of Common  Stock  issuable to the Holder per the terms of this  Warrant) and the
Holder  shall  thereupon  be entitled to receive the number of duly  authorized,
validly issued,  fully-paid and non-assessable  shares of Common Stock (or Other
Securities) determined as provided herein.

      3. Adjustment for Reorganization, Consolidation, Merger, etc.

      3.1.  Reorganization,  Consolidation,  Merger, etc. In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with or merge into any other person or entity,  or (c) transfer all
or  substantially  all of its properties or assets to any other person or entity
under any plan or  arrangement  contemplating  the  dissolution  of the Company,
then,  in  each  such  case,  as a  condition  to  the  consummation  of  such a
transaction,  proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant,  on the exercise  hereof as provided in Section 1 at
any time after the consummation of such reorganization,  consolidation or merger
or the effective date of such dissolution, as the case may be, shall receive, in
lieu of the Common Stock (or Other  Securities)  issuable on such exercise prior
to such  consummation or such effective date, the stock and other securities and
property  (including  cash) to which such Holder would have been  entitled  upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so  exercised  this  Warrant,  immediately  prior  thereto,  all
subject to further adjustment thereafter as provided in Section 4.


                                       2
<PAGE>

      3.2. Dissolution. In the event of any dissolution of the Company following
the  transfer  of all or  substantially  all of its  properties  or assets,  the
Company, prior to such dissolution,  shall at its expense deliver or cause to be
delivered the stock and other  securities and property  (including  cash,  where
applicable)  receivable by the Holder of the Warrant after the effective date of
such  dissolution  pursuant to Section 3.1 to a bank or trust company having its
principal  office  in New York,  New  York,  as  trustee  for the  Holder of the
Warrant.

      3.3. Continuation of Terms. Upon any reorganization, consolidation, merger
or transfer (and any  dissolution  following  any transfer)  referred to in this
Section 3, this  Warrant  shall  continue in full force and effect and the terms
hereof  shall be  applicable  to the  shares of stock and other  securities  and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 3. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as contemplated by Section 3.2.

      4. Adjustments for Stock Splits, Combinations,  etc. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.


                                       3
<PAGE>

      5.  Certificate  as to  Adjustments.  In each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

      6. Reservation of Stock Issuable on Exercise of Warrant.  The Company will
at all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrant,  shares of Common Stock (or Other Securities) from time
to time issuable on the exercise of the Warrant.

      7. Assignment;  Exchange of Warrant. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the shares  underlying this Warrant.  On the surrender for exchange of
this  Warrant,  with  the  Transferor's  endorsement  in the form of  Exhibit  B
attached hereto (the "Transferor  Endorsement  Form") and together with evidence
reasonably satisfactory to the Company demonstrating  compliance with applicable
securities laws, which shall include,  without limitation,  a legal opinion from
the  Transferor's  counsel  that such  transfer is exempt from the  registration
requirements of applicable  securities laws, the Company at its expense but with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

      8. Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.


                                       4
<PAGE>

      9. Intentionally left blank.

      10. Intentionally left blank.

      11.  Warrant  Agent.  The Company may, by written notice to each holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

      12. Transfer on the Company's Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

      13. Notices, etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

      14.  Voluntary  Adjustment  by the  Company.  The  Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

      15.  Miscellaneous.  This  Warrant  and any term  hereof  may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be  brought  only in the United  States  District  Court for the  Northern
District  of Maryland or any state court  located in  Baltimore,  Maryland.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. In the event that any
provision  of this  Warrant  is invalid or  unenforceable  under any  applicable
statute or rule of law, then such provision  shall be deemed  inoperative to the
extent that it may conflict  therewith  and shall be deemed  modified to conform
with such statute or rule of law. Any such provision  which may prove invalid or
unenforceable  under any law shall not affect the validity or  enforceability of
any other  provision  of this  Warrant.  The  headings  in this  Warrant are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the  validity or  enforceability  of any other  provision.  The
Company and Holder each acknowledges  that legal counsel  participated or had an
opportunity to participate  in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.


                                       5
<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first written above.


                                     SBS INTERACTIVE, CO.


                                     By:  _____________________________________
                                          Todd Gotlieb, President


                                     HOLDER


                                     __________________________________________
                                     Arthur Cohn


                                       6
<PAGE>

                                                                       Exhibit A

                                 EXERCISE NOTICE
                   (To be signed only on exercise of Warrant)

TO: SBS Interactive, Co.


The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase:

         ________ shares of the Common Stock covered by such Warrant.

The  undersigned  herewith  makes  payment of the full  Exercise  Price for such
shares  at the  price  per  share  provided  for in such  Warrant,  which  is an
aggregate of $___________.


The undersigned  requests that the certificates for such shares be issued in the
name  of,  and   delivered  to   __________________________   whose  address  is
___________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________             __________________________________________
                                      (Signature  must  conform  to name of
                                      holder as  specified  on the face of the
                                      Warrant)

                                      __________________________________________
                                      (Address)

<PAGE>

                                                                       Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the Warrant to purchase  the number of shares of Common Stock of
SBS Interactive,  Co. to which such Warrant relates  specified under the heading
"Number  of Shares  Transferred,"  respectively,  opposite  the  name(s) of such
person(s)  and appoints  each such person  Attorney to transfer  its  respective
right on the books of SBS  Interactive,  Co. with full power of  substitution in
the premises.


====================================== =========================================

     Transferees                                             Number of Shares
                                                                Transferred
-------------------------------------- -----------------------------------------


-------------------------------------- -----------------------------------------


-------------------------------------- -----------------------------------------


====================================== =========================================


Dated:    , _____                      _________________________________________
                                       (Signature  must  conform  to name of
                                       holder as  specified  on the face of the
                                       warrant)

Signed in the presence of:


_______________________________             ____________________________________
         (Name)                                               (Address)

                                            ____________________________________

ACCEPTED AND AGREED:
[TRANSFEREE]


_______________________________
         (Name)

                                       2