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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APLICABLE STATE SECURITIES LAWS, OR
(2) SCHESCHUK RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO SCHESCHUK, THAT THIS NOTE MAY
BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.

                                 BRICE SCHESCHUK
                            SERIES A 10% SECURED NOTE

$25,000.00                                                  DATE: JUNE 25, 2003
                                                            NEW YORK, NEW YORK

         BRICE SCHESCHUK, an individual residing at 285 Silver Birch Avenue,
Toronto, Ontario M4E 3L6 ("Scheschuk"), for value received, hereby promises to
pay to CARTIER FLEMING INTERNATIONAL LIMITED, a British Virgin Islands company
with business address at 2/F., Kam Chung Commercial Building, 19-21 Hennessy
Road, Wanchai, Hong Kong, and LI WING KEI, a Hong Kong resident residing at Flat
B, 20/F., Tower 10, Parc Royale, 8 Hin Tai Street, Shatin, New Territories, Hong
Kong (the "Joint Note Holders"), the principal amount of 25,000.00 United States
Dollars (US$25,000.00) on the Maturity Date (as hereinafter defined), and to pay
interest on the unpaid principal balance hereof at the rate (calculated on the
basis of a 360-day year consisting of twelve 30-day months) of 10% per annum
from the date hereof until the Maturity Date. Accrued interest on the unpaid
principal balance hereof shall be payable on the Maturity Date or upon the
earlier repayment of this Note. In no event shall any interest to be paid
hereunder exceed the maximum rate permitted by law. In any such event, this Note
shall automatically be deemed amended to permit interest charges at an amount
equal to, but no greater than, the maximum rate permitted by law.

         1.       PAYMENTS; PREPAYMENTS.

         (a) Principal of, and any accrued and unpaid interest on, this Note
shall be due and payable in full on the Maturity Date. The "Maturity Date" shall
be July 15, 2003.

         (b) Interest on this Note shall accrue from the date of issuance hereof
to, but excluding, the Maturity Date, and shall be payable in arrears on the
Maturity Date.

         (c) If the Maturity Date falls on a day that is not a Business Day (as
defined below), the payment due on the Maturity Date will be made on the next
succeeding Business Day with


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the same force and effect as if made on the Maturity Date. "Business Day" means
any day which is not a (i) a Saturday or a Sunday, or (ii) a day on which
banking institutions are generally authorized or obligated to close in the City
of New York, New York.

         (d) Scheschuk may, at its option, prepay all or any part of the
principal of this Note, without payment of any premium or penalty. All payments
on this Note shall be applied first to accrued interest hereon and the balance
to the payment of principal hereof.

         (e) Payments of principal and interest on this Note shall be made by
check sent to the either one of the Joint Note Holders' address set forth above
or to such other address as the Joint Note Holders may designate for such
purpose from time to time by written notice to Scheschuk, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.

         (f) The obligations to make the payments provided for in this Note are
absolute and unconditional and not subject to any defense, set-off,
counterclaim, rescission, recoupment, or adjustment whatsoever. Scheschuk hereby
expressly waives demand and presentment for payment, notice of non-payment,
notice of dishonor, protest, notice of protest, bringing of suit, and diligence
in taking any action to collect any amount called for hereunder, and shall be
directly and primarily liable for the payment of all sums owing and to be owing
hereon, regardless of and without any notice, diligence, act, or omission with
respect to the collection of any amount called for hereunder.

         3.       RANKING OF NOTE.

         The payment of principal of, and accrued and unpaid interest on, the
Note is secured by a pledge by Scheschuk of all of his right, title, and
interest in and to the 2,500,000 shares, par value $0.001 per share, of Centre
Capital Corp., a Nevada corporation, pursuant to a Pledge Agreement, dated as of
the date hereof (the "Pledge Agreement"), between Scheschuk and the Joint Note
Holders.

         4.       COVENANTS.

                  Scheschuk covenants and agrees with the Joint Note Holders
that, so long as any amount remains unpaid on the Note, Scheschuk:

         (a)      Shall deliver to the Joint Note Holders:

                  (i) promptly after Scheschuk shall obtain knowledge of such,
written notice of all legal or arbitral proceedings, and of all proceedings by
or before any governmental or regulatory authority or agency, and each material
development in respect of such legal or other proceedings, affecting Scheschuk
and his properties and assets, except proceedings which, if adversely
determined, would not have a material adverse effect on Scheschuk or his
properties and assets; and



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                  (ii) promptly after Scheschuk shall obtain knowledge of the
occurrence of any Event of Default (as hereinafter defined) or any event which
with notice or lapse of time or both would become an Event of Default (an Event
of Default or such other event being a "Default"), a notice specifying that such
notice is a "Notice of Default" and describing such Default in reasonable
detail, and, in such Notice of Default or as soon thereafter as practicable, a
description of the action Scheschuk has taken or proposes to take with respect
thereto.

         (b) Shall not permit the creation of any security interest not in
existence on the date hereof to be created or exist covering the assets of
Scheschuk.

         5.       EVENTS OF DEFAULT.

         The occurrence of any of the following events shall constitute an event
of default (an "Event of Default"):

         (a) A default in the payment of the principal amount of any Note, when
and as the same shall become due and payable.

         (b) Subject to paragraph 2(b) hereof, a default in the payment of any
interest on any Note, when and as the same shall become due and payable, which
default shall continue for five business days after the date fixed for the
making of such interest payment.

         (c) A default in the performance, or a breach, of any of the covenants
of Scheschuk contained in Sections 2 or 4 of this Note or contained in the
Pledge Agreement.

         (d) A default in the performance, or a breach, of any other covenant or
agreement of Scheschuk in (i) this Note and continuance of such default or
breach for a period of 10 days after Scheschuk had or should have had knowledge
of such breach or (ii) the Pledge Agreement.

         (e) Any representation, warranty, or certification made by Scheschuk
pursuant to this Note or the Pledge Agreement shall prove to have been false or
misleading as of the date made in any material respect.

         (f) A final judgment or judgments for the payment of money in excess of
$50,000.00 in the aggregate shall be rendered by one or more courts,
administrative or arbitral tribunals or other bodies having jurisdiction against
Scheschuk and the same shall not be discharged (or provision shall not be made
for such discharge), or a stay of execution thereof shall not be procured,
within 60 days from the date of entry thereof and Scheschuk shall not, within
such 60-day period, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal.

         (g) The entry of a decree or order by a court having jurisdiction
adjudging Scheschuk bankrupt or insolvent, or approving a petition seeking
reorganization, arrangement,


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adjustment, or composition of or in respect of Scheschuk, under federal
bankruptcy law, as now or hereafter constituted, or any other applicable federal
or state bankruptcy, insolvency, or other similar law, and the continuance of
any such decree or order unstayed and in effect for a period of 60 days; or the
commencement by Scheschuk of a voluntary case under federal bankruptcy law, as
now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency, or other similar law, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the filing by
it of a petition or answer or consent seeking reorganization or relief under
federal bankruptcy law or any other applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator, or similar official of
Scheschuk or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by Scheschuk in furtherance of any such action.

         6.       REMEDIES UPON DEFAULT.

         (a) Upon the occurrence of an Event of Default referred to in Section
5(g), the principal amount then outstanding of, and the accrued interest on,
this Note shall automatically become immediately due and payable without
presentment, demand, protest, or other formalities of any kind, all of which are
hereby expressly waived by Scheschuk. Upon the occurrence of an Event of Default
referred to in Section 5(a) or (b), the Joint Note Holders, by notice in writing
given to Scheschuk, may declare the entire principal amount then outstanding of,
and the accrued interest on, this Note to be due and payable immediately, and
upon any such declaration the same shall become and be due and payable
immediately, without presentation, demand, protest, or other formalities of any
kind, all of which are expressly waived by Scheschuk. Upon the occurrence of an
Event of Default other than one referred to in Sections 5(a), (b) or (g), the
Joint Note Holders may declare the principal amount then outstanding of, and the
accrued interest on, the Notes to be due and payable immediately, and upon such
declaration the same shall become due and payable immediately, without
presentation, demand, protest, or other formalities of any kind, all of which
are expressly waived by Scheschuk.

         (b) The Joint Note Holders may institute such actions or proceedings in
law or equity as he shall deem expedient for the protection of his rights and
may prosecute and enforce his claims against all assets of Scheschuk, and in
connection with any such action or proceeding shall be entitled to receive from
Scheschuk payment of the principal amount of this Note plus accrued interest to
the date of payment plus reasonable expenses of collection, including, without
limitation, attorneys' fees and expenses.



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         7.       TRANSFER.

         Scheschuk shall be entitled to treat the registered holder of any Note
on the Note Register as the owner in fact thereof for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in such Note
on the part of any other person, and shall not be liable for any registration or
transfer of Notes which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. This Note shall be transferable only
upon delivery thereof duly endorsed by the Joint Note Holders or by his duly
authorized attorney or representative, or accompanied by proper evidence of
succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, Scheschuk shall deliver a new Note or Notes to the
person entitled thereto. This Note may be exchanged, at the option of the Joint
Note Holders thereof, for another Note, or other Notes of different
denominations, of like tenor and representing in the aggregate a like principal
amount, upon surrender to Scheschuk or its duly authorized Holder.

         8.       MISCELLANEOUS.

         (a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to Scheschuk, at its address set forth on the first page
hereof, (ii) if to any one of the Joint Note Holders, at the address of any one
of the Joint Note Holders set forth on the first page hereof, or (iii) in either
case, to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 8(a). Notice to the estate of any
party shall be sufficient if addressed to the party as provided in this Section
8(a). Any notice or other communication given by certified mail shall be deemed
given at the time of certification thereof, except for a notice changing a
party's address which shall be deemed given at the time of receipt thereof. Any
notice given by other means permitted by this Section 8(a) shall be deemed given
at the time of receipt thereof.

         (b) Upon receipt of evidence satisfactory to Scheschuk of the loss,
theft, destruction, or mutilation of this Note (and upon surrender of this Note
if mutilated), Scheschuk shall execute and deliver to the Holder a new Note of
like date, tenor, and denomination.

         (c) No course of dealing and no delay or omission on the part of the
Holder in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice any Holders' rights, powers or remedies. No right, power, or
remedy conferred by this Note upon the Holder or any Holder shall be exclusive
of any other right, power, or remedy referred to


                                      -5-
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herein or now or hereafter available at law, in equity, by statute or otherwise,
and all such remedies may be exercised singly or concurrently.

         (d) This Note may be amended only by a written instrument executed by
Scheschuk and the Holder. Any amendment shall be endorsed upon this Note, and
all future Holders shall be bound thereby.

         (e) This Note has been negotiated and consummated in the State of New
York and shall be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to principles governing conflicts of
law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, Scheschuk has caused this Note to be executed and
dated the day and year first above written.




                                                     ---------------------------
                                                     BRICE SCHESCHUK




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