CONVERTIBLE
PROMISSORY NOTE

    $600,000
PLUS INTEREST DUE & PAYABLE

    DOCUMENT
B-03262010a

    


    THIS NOTE
AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE
UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE
EXEMPTION OR SAFE HARBOR PROVISION.

    


    FOR VALUE
RECEIVED, on the Effective Date, as defined below on the signature page, MedClean Technologies, Inc as
Obligor ("Borrower,” or “Obligor”), hereby promises to pay to the Lender
(“Lender” or “ Holder”), as defined below on the signature page, the Principal
Sum, as defined below, along with the Interest Rate, as defined below, according
to the terms herein.

    


    


    
      	
               

              The
      "Lender" shall be:

            	 	
               

              JMJ
      Financial / Its Principal, or Its Assignees

            
	
               

              The
      "Principal Sum" shall be:

            	 	
               

              $600,000
      (six hundred thousand US Dollars): Subject to the following: accrued,
      unpaid interest shall be added to the Principal Sum.

            
	
               

              The
      “Consideration” shall be:

               

            	 	
               

              $600,000
      (six hundred thousand US Dollars) in the form of the Secured &
      Collateralized Promissory Note Document C-03262010a (including Security
      & Collateral Agreement).

            
	
               

              The
      "Interest Rate" shall be:

            	 	
               

              6%
      one-time interest charge on the Principal Sum.   No
      interest or principal payments are required until the Maturity Date, but
      both principal and interest may be included in conversion prior to
      maturity date.

            
	
               

              The
      "Conversion Price" shall be the following price:

            	 	
               

              As
      applied to the Conversion Formula set forth in 2.2, 70% (seventy percent)
      of the lowest closing price in the 20 trading days previous to the
      conversion; as applies to MedClean Technologies, Inc. voting common
      stock.

            
	
               

              The
      "Maturity Date" is the date upon which the Principal Sum of this Note, as
      well as any unpaid interest shall be due and payable, and that date shall
      be:

               

            	 	
               

              3
      (three) years from the Effective Date, as defined below on the signature
      page.

            
	
               

              The
      “Prepayment Terms” shall be:

            	 	
               

              Prepayment
      is not permitted, unless approved by Holder in writing.

               

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
1 PAYMENT-RELATED PROVISIONS

    


    
      	
              1.1  

            	
              Interest
      Rate. Subject to the Holder's right to convert, interest payable on this
      Note will accrue interest at the Interest Rate and shall be applied to the
      Principal Sum.

            


    

    


    
      	
              1.2  

            	
              Payable
      on Demand.  This Note is payable on demand in an amount not to
      exceed the cash amount paid in towards Document
    C-02262010a.

            


    

    


    ARTICLE
2 CONVERSION RIGHTS

    


    The Holder will have the right to
convert the Principal Sum and accrued interest under this Note into Shares of
the Borrower's Common Stock as set forth below.

    


    2.1 Conversion Rights and Cashless
Exercise. Subject to the terms set forth in Section 2.7, the Holder will have
the right at its election from and after the Effective Date, and then at any
time, to convert all or part of the outstanding and unpaid Principal Sum and
accrued interest into shares of fully paid and nonassessable shares of common
stock of MedClean Technologies, Inc. (as such stock exists on the date of
issuance of this Note, or any shares of capital stock of MedClean Technologies,
Inc.  into which such stock is hereafter changed or reclassified, the
"Common Stock") as per the Conversion Formula set forth in Section 2.2. Any such
conversion shall be cashless, and shall not require further payment from
Holder.  Unless otherwise agreed in writing by both the Borrower and
the Holder, at no time will the Holder convert any amount of the Note into
common stock that would result in the Holder owning more than 4.99% of the
common stock outstanding of MedClean Technologies, Inc.   Shares
from any such conversion will be delivered to Holder by 2:30pm EST within 2
(two) business days of conversion notice delivery (see 3.1) by “DWAC/FAST”
electronic transfer (see “Share Delivery” attachment).

    


    2.2.
Conversion Formula. The number of shares issued through conversion is the
conversion amount divided by the conversion price.

    


    # Shares
= Conversion
Amount

         Conversion
Price

    


    2.3. This
section 2.3 intentionally left blank.

    


    2.4. This
section 2.4 intentionally left blank.

    


    2.5
Reservation of Shares. As of the issuance date of this Note and for the
remaining period during which the conversion right exists, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of Common Stock upon the full conversion of
this Note. The Borrower represents that upon issuance, such shares will be duly
and validly issued, fully paid and non-assessable. The Borrower agrees that its
issuance of this Note constitutes full authority to its officers, agents and
transfer agents who are charged with the duty of executing and issuing stock
certificates to execute and issue the necessary certificates for shares of
Common Stock upon the conversion of this Note.

    


    2.6.
Delivery of Conversion Shares.  Shares from any such conversion will
be delivered to Holder by 2:30pm EST within 2 (two) business days of conversion
notice delivery (see 3.1) by “DWAC/FAST” electronic transfer (see “Share
Delivery” attachment).  If those shares are not delivered in
accordance with this timeframe stated in this Section 2.6, at any time for any
reason prior to offering those shares for sale in a private transaction or in
the public market through its broker, Holder may rescind that particular
conversion to have the conversion amount returned to the note balance with the
conversion shares returned to the Borrower. The Company will
make its best efforts to deliver shares to Holder same day / next
day.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.6.1.
Conversion Delay Penalties.  Holder may assess penalties or liquidated
damages (both referred to herein as “penalties”) as follows.  For each
conversion, in the event that shares are not delivered by the third business day
(inclusive of the day of the conversion), a penalty of $2,000 per day will be
assessed for each day after the third business day (inclusive of the day of the
conversion) until share delivery is made; and such penalty will be added to the
principal balance of the Note (under Holder and Borrower’s expectation that any
penalty amounts will tack back to the original date of the
note).  Borrower
will not be subjected to any penalties once its transfer agent processes the
shares to the DWAC system.

    


    2.7.
Discharge By Payment.  Conversions under this Convertible Promissory
Note Document B-03262010a are available only after the Conversion Amount
described herein is discharged by payment of equal or greater value from the
Secured & Collateralized Promissory Note Document C-03262010a by either, at
the Holder’s choice, cash payment, or surrender of security/collateral, or other
negotiated form of payment mutually agreed to in writing.

    


    ARTICLE
3 MISCELLANEOUS

    


    3.1. Notices. Any notice required or
permitted hereunder must be in writing and either personally served, sent by
facsimile or email transmission, or sent by overnight
courier.  Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business
day after such notice is deposited with the courier service for
delivery.

    


    3.2. Amendment Provision. The term
"Note" and all reference thereto, as used throughout this instrument, means this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented.

    


    3.3. Assignability. This Note will be
binding upon the Borrower and its successors and permitted assigns, and will
inure to the benefit of the Holder and its successors and permitted assigns, and
may be assigned by the Holder.

    


    3.4.
Governing Law. This Note will be governed by, and construed and enforced in
accordance, with the laws of the State of Florida, without regard to the
conflict of laws principles thereof.  Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Florida or in the federal
courts located in Miami-Dade County, in the State of Florida.  Both
parties and the individuals signing this Agreement agree to submit to the
jurisdiction of such courts.

    


    3.5. Maximum Payments. Nothing
contained herein may be deemed to establish or require the payment of a rate of
interest or other charges in excess of the maximum permitted by applicable law.
In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of
such maximum will be credited against amounts owed by the Borrower to the Holder
and thus refunded to the Borrower.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.6.
Attorney Fees. In the event any attorney is employed by either party to this
Note with regard to any legal or equitable action, arbitration or other
proceeding brought by such party for the enforcement of this Note or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Note, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys' fees and other
costs and expenses incurred, in addition to any other relief to which the
prevailing party may be entitled.

    


    3.7. No
Public Announcement. Except as required by securities law, no public
announcement may be made regarding this Note, payments, or conversions without
written permission by both Borrower and Holder.

    


    3.8.
Opinion of Counsel. In the event that an opinion of counsel is needed for any
matter related to this Note, Holder has the right to have any such opinion
provided by its counsel.  Holder also has the right to have any such
opinion provided by Borrower’s counsel.

    


    3.9.
Effective Date.  This Note will become effective only upon occurrence
of the two following events: execution by both parties, and delivery of valid
payment by the Lender in the form of the Secured & Collateralized Promissory
Note Document C-03262010a (including Security & Collateral
Agreement).

    


    3.10.
Director’s Resolution.  Once effective, Borrower will execute and
deliver to Holder a copy of a Board of Director’s resolution resolving that this
note is validly issued, paid, and effective.

    


    3.11. No Shorting.  Holder agrees
that so long as any Notes from Borrower to Holder remain
outstanding, Holder will not enter into or effect any “short sales” of the
common stock or hedging transaction which establishes a net short position with
respect to the common stock of MedClean Technologies, Inc.  Borrower
acknowledges and agrees that upon submission of conversion notice as set forth
in Section 3.1 (up to the amount of cash paid in under the Notes), Holder
immediately owns the common shares described in the conversion notice and any
sale of those shares issuable under such conversion notice would not be
considered short sales.

     

     

     

     

    Signature Page to Follow

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    BORROWER[S]:                                                                                     

    


    


    


    
      	
              /s/
      David Laky

            	 
      	
              /s/
      Cheryl Sadowski

            
	
              David
      Laky

              CEO

              MedClean
      Technologies, Inc.

            	 
      	
              Cheryl
      Sadowski

              CFO

              MedClean
      Technologies, Inc.

            


    

    


    


    


    LENDER/HOLDER:

    


    


    
      	
              /s/
      JMJ Financial

            
	
              JMJ
      Financial / Its Principal

            


    

    


    


    EFFECTIVE
DATE AS EXECUTED BY LENDER/HOLDER: ________________________

    


    


    NOTARY
FOR SIGNATURE BY LENDER/HOLDER:

    


     

    


    


    


    


    


    


    SAMPLE

    


    NOTICE OF
CONVERSION

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (To be
executed by the Holder in order to convert the Note)

    


    The
undersigned hereby elects to convert a portion of the Note issued by MedClean
Technologies, Inc. into Shares of Common Stock of MedClean Technologies, Inc.
according to the conditions set forth in such Note, as of the date written
below.

    


    Date of
Conversion:________________________________________________

    


    Conversion
Amount:__________________________________________________

    


    Conversion
Price:__________________________________________________

    


    Shares To
Be Delivered:_____________________________________________

    


    Signature:________________________________________________________

    


    Print
Name:______________________________________________________

    


    Address:________________________________________________________

    


    _______________________________________________________________

    


     _______________________________________________________________

    


    


    


    


    Shares
from any such conversion will be delivered to Holder by 2:30pm EST within 2
(two) business days of conversion notice by “DWAC/FAST” electronic transfer in
accordance with Section
2.6.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     SHARE
DELIVERY ATTACHMENT

    


    EXAMPLE

    


    2.6.
Delivery of Conversion Shares.  Shares from any such conversion will
be delivered to Holder by 2:30pm EST within 2 (two) business days of conversion
notice delivery (see 3.1) by “DWAC/FAST” electronic transfer (see “Share
Delivery” attachment).  If those shares are not delivered in
accordance with this timeframe stated in this Section 2.6, at any time for any
reason prior to offering those shares for sale in a private transaction or in
the public market through its broker, Holder may rescind that particular
conversion to have the conversion amount returned to the note balance with the
conversion shares returned to the Borrower. The Company will
make its best efforts to deliver shares to Holder same day / next
day.

    


    Example:

    


    Holder delivers conversion notice to
Borrower at 5:15pm eastern time on Monday January 1st.

    


    Borrower’s
transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic
transfer by no later than 10:30am eastern time on Wednesday January
3rd.