NEITHER
THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION HEREOF, HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE
SECURITIES LAWS.  NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR
(ii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED
TO THE COMPANY AN OPINION OF ITS COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

     

    SENTISEARCH,
INC.

    


    SUBORDINATED
CONVERTIBLE PROMISSORY NOTE

    


    
      	
              $50,000

            	
              As
      of October  26, 2009        

            


    

     

    
      SentiSearch, Inc. (together
with its successors, the “Company”), a Delaware corporation, for value received,
hereby promises to pay to Samuel Rozzi or registered assigns (the “Holder”), the
principal sum, plus all accrued interest at the rate of 4% per annum, of Fifty
Thousand Dollars ($50,000) on the Demand Maturity Date (as defined in Section
1.5 below).

    

     

    1.           Interest
and Payment

     

    1.1           Interest
shall be computed on the basis of the actual number of days elapsed in the
period during which interest accrues and a year of 365 days.

     

    1.2           Payments
of principal and accrued interest shall be made in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts to the Holder hereof at its address shown in
the register maintained by the Company for such purpose.

     

    1.3           All
payments received on account of this Note shall be applied first to the payment
of accrued and unpaid interest on this Note and then to the reduction of the
unpaid principal amount of this Note. In case the entire principal amount of
this Note is paid or this Note is purchased by the Company, this Note shall be
surrendered to the Company for cancellation and shall not be reissued, and no
Note shall be issued in lieu of the paid principal amount of any
Note.

     

    1.4           If
any payment due on account of this Note shall fall due on a day other than a
business day, then such payment shall be made on the first business day
following the day on which such payment shall have so fallen due; provided that
if all or any portion of such payment shall consist of a payment of interest,
for purposes of calculating such interest, such payment shall be deemed to have
been originally due on such first following business day, such interest shall
accrue and be payable to (but not including) the actual date of payment, and the
amount of the next succeeding interest payment shall be adjusted
accordingly.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.5           The
Holder shall have the right, at any time on or after the Target Date (as defined
below) to make a demand for payment of the unpaid principal balance of, and
interest on this Note, and on the third (3rd)
business day following such date (the “Demand Maturity Date”), the outstanding
principal balance of, and, unpaid interest on, this Note shall become due and
payable.  The “Target Date” means the earlier of (i) the date on which
the Company publicly announces a joint venture or strategic relationship, the
execution of a license, or similar agreement with a third-party with respect to
the Company’s technology (the “Announcement”) and (ii) the date on which the
Company files with the Securities and Exchange Commission (the “SEC”) an annual
report on Form 10-K which includes audited financial statements for the year
ending December 31, 2009.

     

    1.6           Upon
twenty (20 days’ prior written notice to the Holder which may be delivered at
any time after the last day of the Measurement Period (as defined in Section 3.1
below), the Company may at any time prepay, in whole or in part (but, if in part
only, then not less than $25,000 in principal amount or an integral multiple
thereof), the principal amount of this Note, without penalty or
premium.  Each notice of prepayment under this Section 1.6 shall
specify the date fixed for such prepayment, the principal amount hereof to be
prepaid on such date, the amount of unpaid interest that will have accrued to
such date on such principal amount and the then effective Conversion Price (as
defined in Section 3.1 below) and shall state that the Holder may, in lieu of
accepting such payment, convert all or any part of such principal amount and
accrued interest pursuant to Section 3 hereof at any time prior to the date so
fixed for such prepayment.  On the date so fixed for such prepayment,
the principal amount specified in such notice of prepayment, together with all
unpaid interest on such principal amount accrued to such date, shall become due
and payable.

     

    2.           Registration;
Exercise; Substitution

     

    2.1           The
Company will keep at its principal executive office a register for the
registration and transfer of this Note.  The name and address of the
Holder of this Note, each transfer hereof made in accordance with Section 2.2(a)
and the name and address of each transferee of this Note shall be registered in
such register.  The person in whose name this Note shall be registered
shall be deemed and treated as the owner and holder thereof, and the Company
shall not be affected by any notice or knowledge to the contrary, other than in
accordance with Section 2.2(a)

     

    2.2           (a)  Upon
surrender of this Note at the principal executive office of the Company, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
Holder or the Holder’s attorney duly authorized in writing, the Company will
execute and deliver, at the Company’s expense (except as provided in Section
2.2(c)), a new Note (or Notes) in exchange therefor, in an aggregate principal
amount equal to the unpaid principal amount of the surrendered
Note.  Subject to Section 2.2(b), the new Note(s) shall be registered
in such name(s) as the Holder may request.  Each such new Note shall
be dated and bear interest from the date to which interest shall have been paid
on the surrendered Note or dated the date of the surrendered Note, if no
interest shall have been paid thereon. Each such new Note shall carry the same
rights to unpaid interest and interest to accrue on the unpaid principal amount
thereof as were carried by the Note so exchanged or
transferred.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    (b)           This
Note has been acquired for investment and has not been registered under the
securities laws of the United States of America or any state
thereof.  Accordingly, notwithstanding Section 2.2(a), neither this
Note nor any interest thereon may be offered for sale, sold or transferred in
the absence of registration and qualification of this Note under applicable
federal and state securities laws or an opinion of counsel of the Holder
reasonably satisfactory to the Company that such registration and qualification
are not required.  This Note shall not be transferred in denominations
of less than $1,000 and integral multiples thereof, provided that the Holder may
transfer this Note as an entirety regardless of the principal amount
thereof.

     

    2.3           Upon
receipt by the Company from the Holder of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this
Note  and (a) in the case of loss, theft or destruction, upon
indemnity reasonably satisfactory to the Company; or (b) in the case of
mutilation, upon surrender and cancellation thereof; the Company at its own
expense will execute and deliver, in lieu thereof, a replacement Note, dated and
bearing interest from the date to which interest shall have been paid on such
lost, stolen, destroyed or mutilated Note or dated the date of such lost,
stolen, destroyed or mutilated Note, if no interest shall have been paid
thereon.

     

    2.4           The
Company will pay taxes (if any) due (but not, in any event, income taxes of the
Holder) in connection with and as the result of the initial issuance of this
Note and in connection with any modification, waiver or amendment of this Note
and shall save the Holder harmless, without limitation as to time, against any
and all liabilities with respect to all such taxes

     

    3.           Conversion

     

    3.1           Commencing
on the last day of the Measurement Period (as defined below), the Holder may
convert the outstanding principal amount of this Note, and accrued and unpaid
interest thereon (or a portion of such outstanding principal amount as provided
in Section 3.3) into fully paid and nonassessable shares (the “Conversion
Shares”) of common stock, par value $.0001 per share, of the Company (the
“Common Stock”) at any time until the outstanding principal amount of this Note
and accrued and unpaid interest thereon is paid in full, at the Conversion Price
then in effect.  The number of shares of Common Stock issuable upon
conversion of this Note shall be determined by dividing the principal amount
(and accrued and unpaid interest, if any) to be converted by the conversion
price in effect on the Conversion Date, defined below (the “Conversion
Price”).  The Conversion Price on the Conversion Date shall be the
greater of (i) the average of the Fair Market Value of the Common Stock on each
day during the Measurement Period and (ii) $0.05, in any case, subject to
adjustment as provided in Section 3.

     

    “Fair
Market Value” means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted
on the Nasdaq Stock Market, the new York Stock Exchange, the American Stock
Exchange or the OTC Bulletin Board, the closing sale price of the Common Stock
for such date (or the nearest preceding date) on such market on which the Common
Stock is then listed or quoted as reported by Bloomberg Financial L.P.; (b) if
the Common Stock is not then listed or quoted on any market if prices for the
Common Stock are then reported in the “Pink Sheets” published by the Pink
Sheets, LLC (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so
reported; or (c ) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by a
resolution of the Board of Director of the Company and reasonably acceptable to
the Holder.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    “Measurement
Period” means the first five (5) trading days commencing on the trading day
immediately following the Target Date.

     

    The
provisions of this Note that apply to conversion of the outstanding principal
amount of this Note pursuant to this Section 3 and accrued and unpaid interest
thereon also apply to a partial conversion of this Note.  The Holder
is not entitled to any rights of a holder of Conversion Shares until the Holder
has converted this Note (or a portion thereof) into Conversion Shares, and only
to the extent that this Note is deemed to have been converted into Conversion
Shares under this Section 3.

     

    3.2           To
convert all or a portion of this Note, the Holder must (a) complete and sign a
notice of election to convert substantially in the form annexed hereto (each, a
“Conversion Notice”), (b) furnish appropriate endorsements or transfer documents
if required by the Company and (c) pay any transfer or similar tax, if
required.  The date on which the Holder satisfies all of such
requirements is the conversion date (the “Conversion Date”).  On the
Conversion Date, the number of Conversion Shares issued shall be registered in
the name of the Holder on the register maintained by the Company.  As
soon as practicable, the Company will deliver, or cause to be delivered, to the
Holder a certificate for the number of whole Conversion Shares issuable upon
such conversion and a check for any fractional Conversion Share determined
pursuant to Section 3.4.  Notwithstanding anything herein to the
contrary, the Holder shall not be required to physically surrender this Note to
the Company until the principal amount of this Note has been converted (or
repaid) in full, in which case, the Holder shall surrender this Note to the
Company for cancellation within three (3) Trading Days of the date the final
Conversion Notice is delivered to the Company.  Partial conversions
shall have the effect of lowering principal amount of this Note and accrued
interest on this Note in an amount equal to the principal amount of and/or
interest on the Note so converted.  The Holder and the Company hall
maintain records showing the principal amount of the Note so converted (or
repaid) and the date of such conversions (or repayments).  The Company
shall deliver any objection to any Conversion Notice within two (2) Trading Days
of receipt of such notice.  In the event of any dispute or
discrepancy, the records of the Company shall be controlling and determinative
in the absence of manifest error.  The Holder and any assignee, by
acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following the conversion of a portion of this Note hereunder,
the principal amount of and accrued interest on this Note at any given time may
be less than the amount stated on the face hereof.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    3.3           In
the case of a partial conversion of this Note for which the Holder has
surrendered the Note to the Company, upon such conversion, the Company shall
execute and deliver to the Holder, at the expense of the Company, a new Note in
an aggregate principal amount equal to the unconverted portion of the principal
amount.  This Note may be converted in part in a principal amount
equal to $1,000 or an integral multiple thereof, unless the Company consents to
conversion of another principal amount or unless the outstanding principal
amount of this Note is less than $1,000, in which case, only such outstanding
principal amount and accrued and unpaid interest thereon is convertible into
Conversion Shares.

     

    3.4           No
fractional Conversion Shares shall be issued upon conversion of this
Note.  Instead of any fractional Conversion Share which would
otherwise be issuable upon conversion of this Note, the number of Conversion
Shares issuable upon conversion of this Note or a portion thereof, shall be
rounded to the next lowest number.

     

    3.5           In
case the Company shall pay or make a dividend or other distribution to all
holders of its Common Stock in shares of Common Stock, the Conversion Price in
effect at the opening of business on the day next following the date fixed for
the determination of shareholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Conversion Price by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination,
and the denominator shall be the sum of the numerator and the total number of
shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day next
following the date fixed for such determination.  For the purposes of
this Section 3.5(c), the number of shares of Common Stock at any time
outstanding shall not include shares of Common Stock held in the treasury of the
Company.  The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the
Company.

     

    3.6           In
the event that the Company shall at any time prior to the conversion in full of
the Note declare a dividend (other than a dividend consisting solely of shares
of Common Stock or a cash dividend or distribution payable out of current or
retained earnings) or otherwise distribute to its holders of Common Stock any
monies, assets, property, rights, evidences of indebtedness, securities (other
than shares of Common Stock), whether issued by the Company or by another person
or entity, or any other thing of value, the Holder or Holders of the Note to the
extent of the unconverted portion thereof shall thereafter be entitled, in
addition to the shares of Common Stock or other securities receivable upon the
conversion thereof, to receive, upon conversion of such unconverted portion of
the Note, the same monies, property, assets, rights, evidences of indebtedness,
securities or any other thing of value that they would have been entitled to
receive at the time of such dividend or distribution.  At the time of
any such dividend or distribution, the Company shall make appropriate reserves
to ensure the timely performance of the provisions of this
Subsection.

     

    3.7           In
case the Company shall fail to take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or other
distribution payable in shares of Common Stock, then such record date shall be
deemed to be the date of the issue of the shares of Common Stock deemed to have
been issued as a result of the declaration of such dividend or other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    3.8           In
case the outstanding Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such subdivision becomes
effective shall be proportionately reduced, and, conversely, in case the
outstanding Common Stock shall each be combined into a smaller number of shares
of Common Stock, the Conversion Price in effect at the opening of business on
the day following the day upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes
effective.

     

    3.9   
      Notice of Certain Events.

     

    (a)           In
the event that:  (i) the Company takes any action which would require
an adjustment in the Conversion Price; (ii) the Company takes any action
described in Section 3.10(a), (b) or (c); or (iii) there is a dissolution or
liquidation of the Company; the Holder may wish to convert this Note into shares
of Conversion Shares prior to the record date for or the effective date of the
transaction so that such Holder may receive the securities or assets which a
holder of Common Stock on that date may receive.  Therefore, the
Company shall give notice to the Holder in accordance with the provisions of
this Section 3.9 stating the proposed record or effective date, as the case may
be, which notice shall be given prior to the proposed record or effective date
and, in any case, no later than notice of such transaction is given to holders
of Common Stock.  Failure to give such notice or any defect therein
shall not affect the validity of any transaction referred to in clause (i), (ii)
or (iii) of this Section.

     

    (b)           The
Company shall, upon (i) the occurrence of any adjustment to the Conversion Price
pursuant to this Section 3 (including the determination of the Conversion Price
on the last day of the Measurement Period) or (ii) the reasonable written
request at any time of any Holder, furnish or cause to be furnished to such
Holder a certificate setting forth (x) such adjustment and readjustment and
sharing in reasonable detail the facts upon which such adjustment or
readjustment is made, (y) the Conversion Price at the time in effect, and (z)
the number of shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of the portion of this
Note specified in such request.

     

    3.10        If
any of the following shall occur, namely:

     

    (a)           any
reclassification or change of outstanding Common Stock issuable upon conversion
of this Note (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination);

     

    (b)           any
consolidation or merger to which the Company is a party, other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in name, or as a result of a
subdivision or combination) in, outstanding Common Stock; or

     

    (c)           any
sale or conveyance of all or substantially all of the property or business of
the Company and its subsidiaries as an entirety;


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    then the
Company, or such successor or purchasing corporation, as the case may be, shall,
as a condition precedent to such reclassification, change, consolidation,
merger, sale or conveyance, execute and deliver to the Holder, an agreement in
form satisfactory to the Holder providing that the Holder shall have the right
to convert this Note into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock deliverable upon conversion of this Note immediately
prior to such reclassification, change, consolidation, merger, sale or
conveyance.  Such agreement shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Section
3.  If, in the case of any such consolidation, merger, sale or
conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock includes shares of stock or
other securities and property of a corporation other than the successor or
purchasing corporation, as the case may be, in such consolidation, merger, sale
or conveyance, then such agreement shall also be executed by such other
corporation and shall contain such additional provisions to protect the
interests of the Holder as the Board of Directors shall reasonably consider
necessary by reason of the foregoing.  The provisions of this Section
3.10 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales or conveyances.

     

    3.11        The
Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized and unissued shares of Common Stock, solely for
the purpose of effecting the conversion of this Note, the full number of
Conversion Shares then issuable upon the conversion in full of this
Note.

     

    4.           Events of
Default.

     

    4.1          An
“Event of Default” exists at any time if any of the following occurs (whether
such occurrence shall be voluntary or come about or be effected by operation of
law or otherwise):

     

    (a)           The
Company defaults in the payment of the principal of and accrued interest on this
Note when due; or

     

    (b)           The
Company’s insolvency, assignment for the benefit of creditors, application for
or appointment of a receiver, filing of a voluntary or involuntary petition
under any provision of the Federal Bankruptcy Code or amendments thereto or any
other federal or state statute affording relief to debtors; or there shall be
commenced against the Company any such proceeding or filed against the Company
any such application or petition which proceeding, application or petition is
not dismissed or withdrawn within ninety (90) days of commencement or filing, as
the case may be.

     

    4.2          If
any Event of Default shall exist, the Holder may exercise any right, power or
remedy permitted to such Holder by law, and shall have in particular, without
limiting the generality of the foregoing, the right to declare the entire
principal of, and all interest accrued and unpaid on, this Note then outstanding
to be, and this Note shall thereupon become, forthwith due and payable, without
any presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, and the Company shall forthwith pay to the Holder such
principal and interest.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    4.3           During
the continuance of an Event or Default and irrespective of whether this Note
shall become due and payable pursuant to Section 4.2 and irrespective of whether
the Holder shall otherwise have pursued or be pursuing any other rights or
remedies, the Holder may proceed to protect and enforce its rights under this
Note by exercising such remedies as are available to such holder in respect
thereof under applicable law, either by suit in equity or by action at law, or
both, whether for specific performance of any agreement contained herein or in
aid of the exercise of any power granted herein.

     

    4.4           No
course of dealing on the part of the Holder nor any delay or failure on the part
of the Holder to exercise any right shall operate as a waiver of such right or
otherwise prejudice the Holder’s rights, powers and remedies.  All
rights and remedies of the Holder hereunder and under applicable law are
cumulative to, and not exclusive of, any other rights or remedies the Holder
would otherwise have.

     

    5.           Registration
Rights.  If at any time after the date hereof, the Company
files with the Securities and Exchange Commission a registration statement
covering equity securities of the Company, the Company shall include the
Conversion Shares in such registration statement.

     

    6.           Restrictions
on Transfer.  The Holder may not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of this Note without the prior written
consent of the Company.

     

    7.           Holder
Representations.  By its acceptance of this Note, the Holder
represents and warrants to the Company as follows:

     

    (i)           The
Holder understands that (A) neither the Note nor the Conversion Shares have been
registered under the Securities Act of 1933, as amended (the "Act"), or the
securities laws of any state, based upon applicable exemptions from such
registration requirements; (B) the Note and Conversion Shares are "restricted
securities," as said term is defined in Rule 144 of the Rules and Regulations
promulgated under the Act; (C) neither the Note nor the Conversion Shares may be
sold or otherwise transferred by the undersigned unless they have been first
registered under the Act and all applicable state securities laws, or unless
exemptions from such registration provisions are available with respect to said
resale or transfer; (D) a legend to the foregoing effect will be placed on the
certificate or certificates representing the Note and Conversion Shares; and (E)
stop transfer instructions with respect to the foregoing will be placed with the
transfer agent for the Conversion Shares;

     

    (ii)           The
Holder is acquiring the Note and, upon conversion of the Note, the Conversion
Shares, solely for the account of the Holder and for the purpose of investment
and not with a view to, or for resale in connection with, any distribution, with
the meaning of the Act.

     

    (iii)          The
Holder agrees that it will not sell, transfer, hypothecate or otherwise dispose
of the Note or Conversion Shares other than pursuant to an effective
registration statement under the Act  or an applicable exemption from
registration under the Act;

     

    (iv)          The
Holder has received or had access to the Company's reports, registration
statements and other documents filed with the SEC on its EDGAR system prior to
the date of the consulting agreement;


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    (v)           The
Holder understands that it could lose its entire investment in this Note and can
bear the economic risk of such loss;

     

    (vi)          The
Holder believes that it has been fully apprised of all facts and circumstances
necessary to permit the Holder to make an informed decision about acquiring this
Note and that it has sufficient knowledge and experience in business and
financial matters that it is capable of evaluating the merits and risks of an
investment in this Note; and

     

    (vii)         The
Holder is an “accredited investor” within the meaning of Rule 501 of the
Act.

     

    8.           Interpretation
of this Note

     

    8.1           Where
any provision herein refers to action to be taken by any person, or which such
person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such person, including actions
taken by or on behalf of any partnership in which such person is a general
partner.

     

    8.2           (a)  The
titles of the Sections of this Note appear as a matter of convenience only, do
not constitute a part hereof and shall not affect the construction hereof. The
words “herein,” “hereof,” “hereunder” and “hereto” refer to this Note as a whole
and not to any particular Section or other subdivision. References to Annexes
and Sections are, unless otherwise specified, references to Sections of this
Note. References to Annexes and Schedules are, unless otherwise specified,
references to Schedules attached to this Note.

     

    (b)           Each
covenant contained herein shall be construed (absent an express contrary
provision herein) as being independent of each other covenant contained herein,
and compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with one or more other
covenants.

     

    8.3           THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CHOICE OF LAW RULES WHICH
WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. IN ADDITION,
THE PARTIES HERETO SELECT, TO THE EXTENT THEY MAY LAWFULLY DO SO, THE INTERNAL
LAWS OF THE STATE OF NEW YORK AS THE APPLICABLE INTEREST LAW.

     

    9.           Miscellaneous

     

    9.1           Nothing
contained in this Note shall be construed as conferring upon the Holder or any
other person the right to vote or to consent or to receive notice as a
stockholder in respect of meetings of stockholders for the election of directors
of the Company or any other matters or any rights whatsoever as a stockholder of
the Company; and no dividends or interest shall be payable or accrued in respect
of this Note or the interest represented hereby or the Conversion Shares
obtainable hereunder until, and only to the extent that, this Note has been
converted.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    9.2           All
communications under this Note shall be in writing and shall be delivered either
by nationwide overnight courier or by facsimile transmission (confirmed by
delivery by nationwide overnight courier sent on the day of the sending of such
facsimile transmission). Communications to the Company shall be addressed as set
forth on Annex 1, or at such other address of which the Company shall have
notified the Holder.  Communications to the Holder shall be addressed
as set forth on Annex 1, or at such other address of which such Holder shall
have notified the Company (and the Company shall record such address in the
register for the registration and transfer of this Note).  Any
communication addressed and delivered as herein provided shall be deemed to be
received when actually delivered to the address of the addressee (whether or not
delivery is accepted) or received by the telecopy machine of the recipient. Any
communication not so addressed and delivered shall be
ineffective.  Notwithstanding the foregoing provisions of this Section
9.2, service of process in any suit, action or proceeding arising out of or
relating to this Note or any transaction contemplated hereby, or any action or
proceeding to execute or otherwise enforce any judgment in respect of any breach
hereunder or under any document hereby, shall be delivered in the manner
provided in Section 9.5(c).

     

    9.3           The
provisions hereof are intended to be for the benefit of the Holder, from time to
time, of this Note, and shall be enforceable by any such Holder whether or not
an express assignment to such Holder of rights hereunder shall have been made by
the payee or his successors or assigns.  In the event that the payee
named herein transfers or assigns less than all of this Note, the term “Holder”
as used herein shall be deemed to refer to the assignor and assignee or
assignees hereof, collectively, and any action permitted to be taken by the
Holder hereunder shall be taken only upon the consent or approval of persons
comprising the Holder that own that percentage interest in the principal amount
of this Note as shall be designated by the payee named herein at the time of
such assignment.

     

    9.4           (a)  This
Note may be amended, and the observance of any term hereof may be waived, with
(and only with) the written consent of the Company and the Holder.

     

    (b)           Any
amendment or waiver consented to as provided in this Section 9.4 shall be
binding upon the then current Holder and upon each future holder of this Note
and upon the Company whether or not this Note shall have been marked to indicate
such amendment or waiver. No such amendment or waiver shall extend to or affect
any obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon.

     

    9.5           (a)        
THE PARTIES HERETO VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR TRANSACTIONS CONTEMPLATED HEREBY.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    (b)           ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR
TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTION OR PROCEEDING TO EXECUTE OR
OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH UNDER THIS NOTE MAY BE
BROUGHT BY SUCH PARTY IN ANY FEDERAL DISTRICT COURT LOCATED IN NEW YORK, NEW
YORK, OR ANY NEW YORK STATE COURT LOCATED IN NEW YORK, NEW YORK AS SUCH PARTY
MAY IN ITS SOLE DISCRETION ELECT, AND BY THE EXECUTION AND DELIVERY OF THIS
NOTE, THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE
NON-EXCLUSIVE IN PERSONAM JURISDICTION OF EACH SUCH COURT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT IN ANY PROCEEDING
BEFORE ANY TRIBUNAL, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT
IT IS NOT SUBJECT TO THE IN PERSONAM JURISDICTION OF ANY SUCH COURT. IN
ADDITION, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
NOTE OR TRANSACTION CONTEMPLATED HEREBY BROUGHT IN ANY SUCH COURT, AND HEREBY
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    (c)           EACH
PARTY HERETO IRREVOCABLY AGREES THAT PROCESS PERSONALLY SERVED OR SERVED BY U.S.
EXPRESS, REGISTERED OR CERTIFIED MAIL OR BY NATIONWIDE OVERNIGHT COMMERCIAL
COURIER OR DELIVERY SERVICE AT THE ADDRESSES PROVIDED HEREIN FOR NOTICES SHALL
CONSTITUTE, TO THE EXTENT PERMITTED BY LAW, ADEQUATE SERVICE OF PROCESS IN ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR
TRANSACTION CONTEMPLATED HEREBY, OR ANY ACTION OR PROCEEDING TO EXECUTE OR
OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH HEREUNDER. RECEIPT OF
PROCESS SO SERVED SHALL BE CONCLUSIVELY PRESUMED AS EVIDENCED BY A DELIVERY
RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY COMMERCIAL DELIVERY
SERVICE.

     

    (d)           NOTHING
HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY HOLDER OF THIS
NOTE TO SERVE ANY WRITS, PROCESS OR SUMMONSES IN ANY MANNER PERMITTED BY
APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER THE COMPANY IN SUCH OTHER
JURISDICTION, AND IN SUCH OTHER MANNER, AS MAY BE PERMITTED BY APPLICABLE
LAW.

     

    IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed and delivered by one of its
duly authorized officers or representatives.

    


    
      
        
          
            
              
                
                  	 	SENTISEARCH,
    INC.
	 	 	 
	 
      	
                          By:

                        	
                             /s/ Joseph K.
      Pagano

                        
	 
      	 
      	
                           Name:
      Joseph K. Pagano

                        
	 
      	 
      	
                           Title:
      Chairman of the
Board

                        


                

              

            

          

        

      

    


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

    


    Annex I

    


    
      	
            	
              (1)

            	
              If
      to the Company, to:

            


    

    
      	
               
      

            	
              SentiSearch,
      Inc.

            


    

    
      	
               
      

            	
              1217
      South Flagler Drive – 3rd
      Floor

            


    

    
      	
               
      

            	
              West
      Palm Beach, Florida 22401

            


    

    
      	
               
      

            	
              Attention:

            


    

    
      	
               
      

            	
              Telephone
      No.:  (805) 684-1830

            


    

    
      	
               
      

            	
              Facsimile
      No.: (  )

            


    

    


    
      	
               
      

            	
              with
      a copy to:

            


    

    


    Blank
Rome LLP

    405
Lexington Avenue

    New York,
New York  10174

    
      	
               
      

            	
              Attention:  Robert
      J. Mittman, Esq.

            


    

    Telephone
No.:  (212) 885-5000

    Facsimile
No.:  (212) 885-5001

    


    
      	
               
      

            	
              (2)

            	
              If
      to the payee, to:

            


    

    


    
      	
               
      

            	
              with
      a copy to:

            


    

    


    
      	
               
      

            	
              Attention:

            


    

    


    Telephone
No.: (   )
   -    

    
      	
               
      

            	
              Facsimile
      No.:  (   )
         -    

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    [FORM OF
ELECTION TO CONVERT]

    


    The
undersigned hereby irrevocably elects to exercise its right, pursuant to the
Convertible Promissory Note Dated as of
October      , 2009 (the “Note”) of SentiSearch,
Inc. (the “Company”) in the outstanding principal amount of $_________, which
Note is tendered herewith, to convert $__________ of the amount outstanding
under the Note to _____ shares of common stock of the Company (the “Shares”),
all in accordance with the terms of the Note.  The undersigned
requests that a ___________ be registered as the holder of the Shares on the
Company’s register with an address of ____________ [, and that a replacement
Note in the principal amount of $___________, representing the balance of the
principal amount outstanding thereunder after giving effect to this conversion,
be issued in the amount of $_________ and delivered to the
undersigned].

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:

                              	 
      	
                                Signature:

                              	 	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                (Signature
      must conform in all respects to name of

                                holder
      as specified on the face of the
Note.)

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            	 
      	 
      
	 
      	 
      
	
                    (Insert
      Social Security or Other

                  	 
      
	
                    Identifying
      Number of Holder)