Unassociated Document


    Exhibit
      4.7

    

      THIS
        NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
        COMMON 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 AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      CONVERTIBLE
        NOTE

      


      FOR
        VALUE
        RECEIVED, INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (hereinafter
        called "Borrower"), hereby promises to pay to ___________, Fax: ( ) -
,
        (the
        "Holder") or its registered assigns or successors in interest or order, without
        demand, the sum of Twenty-Five Thousand Dollars ($25,000.00) (“Principal
        Amount”), with simple and unpaid interest thereon, on August 25, 2007 (the
        "Maturity Date"), if not sooner paid.

      


      This
        Note
        has been entered into pursuant to the terms of a subscription agreement between
        the Borrower and the Holder, dated of even date herewith (the “Subscription
        Agreement”), and shall be governed by the terms of such Subscription Agreement.
        Unless otherwise separately defined herein, all capitalized terms used in
        this
        Note shall have the same meaning as is set forth in the Subscription Agreement.
        The following terms shall apply to this Note:

      


      ARTICLE
        I

      


      INTEREST;
        AMORTIZATION

      


       1.1. Interest
        Rate.
        Subject
        to Section 5.7 hereof, interest payable on this Note shall accrue at a rate
        per
        annum (the "Interest Rate") of eight percent (8%). Interest on the Principal
        Amount shall accrue from the date of this Note and shall be payable
        semi-annually, in arrears, six months after the date of this Date and each
        six
        months thereafter and on the Maturity Date, whether by acceleration or
        otherwise.

      


      1.2. Minimum
        Monthly Principal Payments.
        Amortizing payments of the outstanding Principal Amount of this Note shall
        commence on February 1, 2006 and on the first business day of each consecutive
        calendar month thereafter (each a “Repayment Date”) until the Principal Amount
        has been repaid in full, whether by the payment of cash or by the conversion
        of
        such principal into Common Stock pursuant to the terms hereof. Subject to
        Section 2.1 and Article 3 below, on each Repayment Date, the Borrower shall
        make
        payments to the Holder in the amount of one-eighteenth (1/18th)
        of the
        initial Principal Amount (the "Monthly Principal Amount"), together with
        any
        other amounts, except for regular interest, which are then owing under this
        Note
        that have not been paid
        (the
        Monthly Principal Amount, together with such accrued and unpaid interest
        and
        such other amounts, collectively, the "Monthly Amount"). Amounts of conversions
        of Principal Amount made by the Holder or Borrower pursuant to Section 2.1
        or
        Article III shall be applied to Monthly Amounts commencing with the Monthly
        Amounts first payable and then Monthly Amounts thereafter in chronological
        order. Any Principal Amount, interest and any other sum arising under the
        Subscription Agreement that remains outstanding on the Maturity Date shall
        be
        due and payable on the Maturity Date.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      THIS
        NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
        COMMON 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 AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      CONVERTIBLE
        NOTE

      


      FOR
        VALUE
        RECEIVED, INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (hereinafter
        called "Borrower"), hereby promises to pay to MOMONA CAPITAL, 3 Martha Road,
        Monsey, New York 10952, Fax: (212) 586-8244
        (the
        "Holder") or its registered assigns or successors in interest or order, without
        demand, the sum of Twenty-Five Thousand Dollars ($25,000.00) (“Principal
        Amount”), with simple and unpaid interest thereon, on August 25, 2007 (the
        "Maturity Date"), if not sooner paid.

      


      This
        Note
        has been entered into pursuant to the terms of a subscription agreement between
        the Borrower and the Holder, dated of even date herewith (the “Subscription
        Agreement”), and shall be governed by the terms of such Subscription Agreement.
        Unless otherwise separately defined herein, all capitalized terms used in
        this
        Note shall have the same meaning as is set forth in the Subscription Agreement.
        The following terms shall apply to this Note:

      


      ARTICLE
        I

      


      INTEREST;
        AMORTIZATION

      


       1.1. Interest
        Rate.
        Subject
        to Section 5.7 hereof, interest payable on this Note shall accrue at a rate
        per
        annum (the "Interest Rate") of eight percent (8%). Interest on the Principal
        Amount shall accrue from the date of this Note and shall be payable
        semi-annually, in arrears, six months after the date of this Date and each
        six
        months thereafter and on the Maturity Date, whether by acceleration or
        otherwise.

      


      1.2. Minimum
        Monthly Principal Payments.
        Amortizing payments of the outstanding Principal Amount of this Note shall
        commence on February 1, 2006 and on the first business day of each consecutive
        calendar month thereafter (each a “Repayment Date”) until the Principal Amount
        has been repaid in full, whether by the payment of cash or by the conversion
        of
        such principal into Common Stock pursuant to the terms hereof. Subject to
        Section 2.1 and Article 3 below, on each Repayment Date, the Borrower shall
        make
        payments to the Holder in the amount of one-eighteenth (1/18th)
        of the
        initial Principal Amount (the "Monthly Principal Amount"), together with
        any
        other amounts, except for regular interest, which are then owing under this
        Note
        that have not been paid
        (the
        Monthly Principal Amount, together with such accrued and unpaid interest
        and
        such other amounts, collectively, the "Monthly Amount"). Amounts of conversions
        of Principal Amount made by the Holder or Borrower pursuant to Section 2.1
        or
        Article III shall be applied to Monthly Amounts commencing with the Monthly
        Amounts first payable and then Monthly Amounts thereafter in chronological
        order. Any Principal Amount, interest and any other sum arising under the
        Subscription Agreement that remains outstanding on the Maturity Date shall
        be
        due and payable on the Maturity Date.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      THIS
        NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
        COMMON 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 AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      CONVERTIBLE
        NOTE

      


      FOR
        VALUE
        RECEIVED, INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (hereinafter
        called "Borrower"), hereby promises to pay to LANE VENTURES, INC., 120 Park
        Street, Woodmere, New York 11598, Fax: (212) 586-8244
        (the
        "Holder") or its registered assigns or successors in interest or order, without
        demand, the sum of Ten Thousand Dollars ($10,000.00) (“Principal Amount”), with
        simple and unpaid interest thereon, on August 25, 2007 (the "Maturity Date"),
        if
        not sooner paid.

      


      This
        Note
        has been entered into pursuant to the terms of a subscription agreement between
        the Borrower and the Holder, dated of even date herewith (the “Subscription
        Agreement”), and shall be governed by the terms of such Subscription Agreement.
        Unless otherwise separately defined herein, all capitalized terms used in
        this
        Note shall have the same meaning as is set forth in the Subscription Agreement.
        The following terms shall apply to this Note:

      


      ARTICLE
        I

      


      INTEREST;
        AMORTIZATION

      


       1.1. Interest
        Rate.
        Subject
        to Section 5.7 hereof, interest payable on this Note shall accrue at a rate
        per
        annum (the "Interest Rate") of eight percent (8%). Interest on the Principal
        Amount shall accrue from the date of this Note and shall be payable
        semi-annually, in arrears, six months after the date of this Date and each
        six
        months thereafter and on the Maturity Date, whether by acceleration or
        otherwise.

      


      1.2. Minimum
        Monthly Principal Payments.
        Amortizing payments of the outstanding Principal Amount of this Note shall
        commence on February 1, 2006 and on the first business day of each consecutive
        calendar month thereafter (each a “Repayment Date”) until the Principal Amount
        has been repaid in full, whether by the payment of cash or by the conversion
        of
        such principal into Common Stock pursuant to the terms hereof. Subject to
        Section 2.1 and Article 3 below, on each Repayment Date, the Borrower shall
        make
        payments to the Holder in the amount of one-eighteenth (1/18th)
        of the
        initial Principal Amount (the "Monthly Principal Amount"), together with
        any
        other amounts, except for regular interest, which are then owing under this
        Note
        that have not been paid
        (the
        Monthly Principal Amount, together with such accrued and unpaid interest
        and
        such other amounts, collectively, the "Monthly Amount"). Amounts of conversions
        of Principal Amount made by the Holder or Borrower pursuant to Section 2.1
        or
        Article III shall be applied to Monthly Amounts commencing with the Monthly
        Amounts first payable and then Monthly Amounts thereafter in chronological
        order. Any Principal Amount, interest and any other sum arising under the
        Subscription Agreement that remains outstanding on the Maturity Date shall
        be
        due and payable on the Maturity Date.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      1.3. Default
        Interest Rate.
        Following the occurrence and during the continuance of an Event of Default,
        which, if susceptible to cure is not cured within twenty (20) days, otherwise
        then from the first date of such occurrence, the annual interest rate on
        this
        Note shall (subject to Section 6.7) automatically be increased to fifteen
        percent (15%), and all outstanding obligations under this Note, including
        unpaid
        interest, shall continue to accrue interest from the date of such Event of
        Default at such interest rate applicable to such obligations until such Event
        of
        Default is cured or waived. 

       

      ARTICLE
        II

      


      CONVERSION
        REPAYMENT

      


        2.1. (a) Payment
        of Monthly Amount in Cash or Common Stock.
        Subject to Section 3.2 hereof, the Borrower, at the Borrower’s election, shall
        pay the Monthly Amount (i) in cash within three (3) business days after the
        applicable Repayment Date, or (ii) in registered, unlegended, free-trading
        Common Stock at an applied conversion rate equal to the lesser of (a) the
        Conversion Price, or (b) eighty-five percent (85%) of the average of the
        five
        (5) closing bid prices of the Common Stock as reported by Bloomberg L.P.
        for the
        five (5) trading days preceding such Repayment Date. Such shares of Common
        Stock
        must be delivered to the Holder not later than three (3) business days of
        the
        applicable Repayment Date. Whichever of the Pink Sheets, NASD, OTC Bulletin
        Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock
        Exchange, or New York Stock Exchange or such other principal market or exchange
        where the Common Stock is listed or traded is the principal trading exchange
        or
        market for the Common Stock is the Principal Market. The Borrower must send
        notice to the Holder by confirmed telecopier not later than 3:00 PM, New
        York
        City time on each Repayment Date notifying Holder of Borrower’s election to pay
        the Monthly Redemption Amount in cash or stock. The Notice must state the
        amount
        of cash and or stock to be paid and include supporting calculations. Elections
        by the Borrower must be made to all Holders of Notes similar to this Note
        in
        proportion to the relative Note principal held by such Note Holders. If such
        notice is not timely sent or if the Monthly Redemption Amount is not timely
        delivered, then Holder shall have the right, instead of the Company, to elect
        within five trading days after the later of the applicable Repayment Date
        or
        required delivery date, as the case may be, whether to be paid in cash or
        Common
        Stock. Such Holder’s election shall not be construed to be a waiver of any
        default by Borrower relating to non-timely compliance by Borrower with any
        of
        its obligations under this Note.

      


      (b) Application
        of Conversion Amounts.
        Any
        amounts paid or converted by the Borrower pursuant to Section 2.1(b) shall
        be
        deemed to constitute payments of and applied (i) first, against outstanding
        fees, (ii) second, against accrued interest on the Principal Amount, and
        (iii)
        third, against the Principal Amount.

      


      2.2. No
        Effective Registration.
        Notwithstanding anything to the contrary herein, no amount payable hereunder
        may
        be
        paid in
        shares
        of Common
        Stock by
        the Borrower without the Holder’s consent unless (a) either (i) an effective
        current Registration Statement covering the shares of Common Stock to be
        issued
        in satisfaction of such obligations exists, or (ii) an exemption from
        registration of the Common Stock is available pursuant to Rule 144(k) of
        the
        Securities Act, and (b) no Event of Default hereunder exists and is continuing,
        unless such Event of Default is cured within any applicable cure period or
        is
        otherwise waived in writing by the Holder in whole or in part at the Holder's
        option.

      


      ARTICLE
        III

      


      CONVERSION
        RIGHTS

      


      3.1. Holder's
        Conversion Rights.
        Subject
        to Section 3.2 and the mandatory conversion provisions therein, the Holder
        shall
        have the right, but not the obligation, to convert all or any portion of
        the
        then aggregate outstanding Principal Amount of this Note, together with interest
        and fees due hereon, and any sum arising under the Subscription Agreement
        and
        the Transaction Documents, including but not limited to Liquidated Damages,
        into
        shares of Common Stock, subject to the terms and conditions set forth in
        this
        Article III at the rate of $0.005 per share of Common Stock (“Fixed Conversion
        Price” as same may be adjusted pursuant to this Note and the Subscription
        Agreement. The Holder may exercise such right by delivery to the Borrower
        of a
        written Notice of Conversion pursuant to Section 3.3.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      3.2. Conversion
        Limitation.
        Notwithstanding anything contained herein to the contrary, the Holder shall
        not
        be entitled to convert pursuant to the terms of this Note nor may this Note
        be
        converted in whole or in part into an amount of Common Stock that would be
        convertible into that number of Common Stock which would exceed the difference
        between the number of shares of Common Stock beneficially owned by such Holder
        and 4.99% of the outstanding shares of Common Stock. For the purposes of
        the
        immediately preceding sentence, beneficial ownership shall be determined
        in
        accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
        thereunder. The foregoing limitation shall be calculated as of each Conversion
        Date. Aggregate
        conversions over time shall not be limited to 4.99%. The Holder may waive
        the
        Conversion Share limitation described in this Section 3.2, in whole or in
        part,
        upon 61 days prior notice to the Borrower. The Holder may allocate which
        of the
        equity of the Borrower deemed beneficially owned by the Holder shall be included
        in the 4.99% amount described above and which shall be allocated to the excess
        above 4.99%.

      


      3.3. Mechanics
        of Holder's Conversion.
        

      


      (a) In
        the
        event that the Holder elects to convert any amounts outstanding under this
        Note
        into Common Stock, the Holder shall give notice of such election by delivering
        an executed and completed notice of conversion (a "Notice of Conversion")
        to the
        Borrower, which Notice of Conversion shall provide a breakdown in reasonable
        detail of the Principal Amount, accrued interest and amounts being converted.
        The original Note is not
        required
        to be surrendered to the Borrower
        until
        all sums due under the Note have been paid. On each Conversion Date (as
        hereinafter defined) and in accordance with its Notice of Conversion, the
        Holder
        shall make the appropriate reduction to the Principal Amount, accrued interest
        and fees as entered in its records and shall provide written notice thereof
        to
        the Borrower within three (3) business days after the Conversion Date. Each
        date
        on which a Notice of Conversion is delivered or telecopied to the Borrower
        in
        accordance with the provisions hereof shall be deemed a "Conversion Date."
        A
        form of Notice of Conversion
        to be employed by the Holder is annexed hereto as Exhibit A.

      


      (b) Pursuant
        to the terms of a Notice of Conversion, the Borrower will issue instructions
        to
        the transfer agent accompanied by an opinion of counsel, if so required by
        the
        Borrower's transfer agent, within two
        (2)
        business days
        after
        the date of the delivery to Borrower of the Notice of Conversion and shall
        cause
        the transfer agent to transmit the certificates representing the Conversion
        Shares to the Holder by crediting the account of the Holder's designated
        broker
        with the Depository Trust Corporation ("DTC") through its Deposit Withdrawal
        Agent Commission ("DWAC") system within three (3) business days after receipt
        by
        the Borrower of the Notice of Conversion (the "Delivery Date"). In the case
        of
        the exercise of the conversion rights set forth herein the conversion privilege
        shall be deemed to have been exercised and the Conversion Shares issuable
        upon
        such conversion shall be deemed to have been issued upon the date of receipt
        by
        the Borrower of the Notice of Conversion. The Holder shall be treated for
        all
        purposes as the record holder of such shares of Common Stock, unless the
        Holder
        provides the Borrower written instructions to the contrary. Notwithstanding
        the foregoing to the contrary, the Borrower or its transfer agent shall only
        be
        obligated to issue and deliver the shares to the DTC on the Holder’s behalf via
        DWAC (or certificates free of restrictive legends) if the registration statement
        providing for the resale of the shares of Common Stock issuable upon the
        conversion of this Note is effective and the Holder has complied with all
        applicable securities laws in connection with the sale of the Common Stock,
        including, without limitation, the prospectus delivery requirements. In the
        event that Conversion Shares cannot be delivered to the Holder via DWAC,
        the
        Borrower shall deliver physical certificates representing the Conversion
        Shares
        by the Delivery Date.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.4. Conversion
        Mechanics.

      


      (a) The
        number of shares of Common Stock to be issued upon each conversion of this
        Note
        pursuant to this Article III shall be determined by dividing that portion
        of the
        Principal Amount and interest and fees to be converted, if any, by the then
        applicable Fixed Conversion Price.

      


      (b) The
        Fixed
        Conversion Price and number and kind of shares or other securities to be
        issued
        upon conversion shall be subject to adjustment from time to time upon the
        happening of certain events while this conversion right remains outstanding,
        as
        follows:

      


      A. Merger,
        Sale of Assets, etc. If the Borrower at any time shall consolidate with or
        merge
        into or sell or convey all or substantially all its assets to any other
        corporation, this Note, as to the unpaid principal portion thereof and accrued
        interest thereon, shall thereafter be deemed to evidence the right to purchase
        such number and kind of shares or other securities and property as would
        have
        been issuable or distributable on account of such consolidation, merger,
        sale or
        conveyance, upon or with respect to the securities subject to the conversion
        or
        purchase right immediately prior to such consolidation, merger, sale or
        conveyance. The foregoing provision shall similarly apply to successive
        transactions of a similar nature by any such successor or purchaser. Without
        limiting the generality of the foregoing, the anti-dilution provisions of
        this
        Section shall apply to such securities of such successor or purchaser after
        any
        such consolidation, merger, sale or conveyance.

      


      B. Reclassification,
        etc. If the Borrower at any time shall, by reclassification or otherwise,
        change
        the Common Stock into the same or a different number of securities of any
        class
        or classes, this Note, as to the unpaid principal portion thereof and accrued
        interest thereon, shall thereafter be deemed to evidence the right to purchase
        an adjusted number of such securities and kind of securities as would have
        been
        issuable as the result of such change with respect to the Common Stock
        immediately prior to such reclassification or other change.

      


      C. Stock
        Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
        or combined into a greater or smaller number of shares of Common Stock, or
        if a
        dividend is paid on the Common Stock in shares of Common Stock, the Conversion
        Price shall be proportionately reduced in case of subdivision of shares or
        stock
        dividend or proportionately increased in the case of combination of shares,
        in
        each such case by the ratio which the total number of shares of Common Stock
        outstanding immediately after such event bears to the total number of shares
        of
        Common Stock outstanding immediately prior to such event.

      


      D. Share
        Issuance. So long as this Note is outstanding, if the Borrower shall issue
        any
        Common Stock except for the Excepted Issuances (as defined in the Subscription
        Agreement), prior to the complete conversion of this Note for a consideration
        less than the Fixed Conversion Price that would be in effect at the time
        of such
        issue, then, and thereafter successively upon each such issuance, the Fixed
        Conversion Price shall be reduced to such other lower issue price. For purposes
        of this adjustment, the issuance of any security or debt instrument of the
        Borrower carrying the right to convert such security or debt instrument into
        Common Stock or of any warrant, right or option to purchase Common Stock
        shall
        result in an adjustment to the Fixed Conversion Price upon the issuance of
        the
        above-described security, debt instrument, warrant, right, or option and
        again
        upon the issuance of shares of Common Stock upon exercise of such conversion
        or
        purchase rights if such issuance is at a price lower than the then applicable
        Conversion Price. The reduction of the Fixed Conversion Price described in
        this
        paragraph is in addition to the other rights of the Holder described in the
        Subscription Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (c) Whenever
        the Conversion Price is adjusted pursuant to Section 3.4(b) above, the Borrower
        shall promptly mail to the Holder a notice setting forth the Conversion Price
        after such adjustment and setting forth a statement of the facts requiring
        such
        adjustment.

      


      3.5. Reservation.
        During
        the period the conversion right exists, Borrower will reserve from its
        authorized and unissued Common Stock not less than
        one
        hundred
        fifty percent
        (150%)
        of the
        number of shares to provide for the issuance of Common Stock upon the full
        conversion of this Note.
        Borrower represents that upon issuance, such shares will be duly and validly
        issued, fully
        paid and
        non-assessable. Borrower agrees that its issuance of this Note shall constitute
        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.

      


      3.6 Issuance
        of Replacement Note.
        Upon
        any partial conversion of this Note, a replacement Note containing the same
        date
        and provisions of this Note shall,
        at the
        written request of the Holder, be
        issued
        by the Borrower to the Holder for the outstanding Principal Amount of this
        Note
        and accrued interest which shall not have been converted or paid, provided
        Holder has surrendered an original Note to the Company. In the event that
        the
        Holder elects not to surrender a Note for reissuance upon partial payment
        or
        conversion, the Holder hereby indemnifies the Borrower against any and all
        loss
        or damage attributable to a third-party claim in an amount in excess of the
        actual amount then due under the Note.

      


      ARTICLE
        IV

      


      SECURITY
        INTEREST

      


      4. Security
        Interest/Waiver of Automatic Stay.
        This
        Note is secured by a security interest granted to the Collateral Agent for
        the
        benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower
        to Holder. The Borrower acknowledges and agrees that should a proceeding
        under
        any bankruptcy or insolvency law be commenced by or against the Borrower,
        or if
        any of the Collateral (as defined in the Security Agreement) should become
        the
        subject of any bankruptcy or insolvency proceeding, then the Holder should
        be
        entitled to, among other relief to which the Holder may be entitled under
        the
        Transaction Documents and any other agreement to which the Borrower and Holder
        are parties (collectively, "Loan Documents") and/or applicable law, an order
        from the court granting immediate relief from the automatic stay pursuant
        to 11
        U.S.C. Section 362 to permit the Holder to exercise all of its rights and
        remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER
        EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
        362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER
        11
        U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER
        STATUTE
        OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
        INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER
        TO
        ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
        APPLICABLE LAW. The Borrower hereby consents to any motion for relief from
        stay
        that may be filed by the Holder in any bankruptcy or insolvency proceeding
        initiated by or against the Borrower and, further, agrees not to file any
        opposition to any motion for relief from stay filed by the Holder. The Borrower
        represents, acknowledges and agrees that this provision is a specific and
        material aspect of the Loan Documents, and that the Holder would not agree
        to
        the terms of the Loan Documents if this waiver were not a part of this Note.
        The
        Borrower further represents, acknowledges and agrees that this waiver is
        knowingly, intelligently and voluntarily made, that neither the Holder nor
        any
        person acting on behalf of the Holder has made any representations to induce
        this waiver, that the Borrower has been represented (or has had the opportunity
        to he represented) in the signing of this Note and the Loan Documents and
        in the
        making of this waiver by independent legal counsel selected by the Borrower
        and
        that the Borrower has discussed this waiver with counsel.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ARTICLE
        V

      


      EVENTS
        OF DEFAULT

      


      The
        occurrence of any of the following events of default ("Event of Default")
        shall,
        at the option of the Holder hereof, make all sums of principal and interest
        then
        remaining unpaid hereon and all other amounts payable hereunder immediately
        due
        and payable, upon demand, without presentment, or grace period, all of which
        hereby are expressly waived, except as set forth below:

      


      5.1 Failure
        to Pay Principal or Interest.
        The
        Borrower fails to pay any installment of Principal Amount, interest or other
        sum
        due under this Note or any Transaction Document when due and such failure
        continues for a period of five (5) business days after the due
        date.

      


      5.2 Breach
        of Covenant.
        The
        Borrower breaches any material covenant or other term or condition of the
        Subscription Agreement, this Note or Transaction Document in any material
        respect and such breach, if subject to cure, continues for a period of ten
        (10)
        business days after written notice to the Borrower from the Holder.

      


      5.3 Breach
        of Representations and Warranties.
        Any
        material representation or warranty of the Borrower made herein, in the
        Subscription Agreement, Transaction Document or in any agreement, statement
        or
        certificate given in writing pursuant hereto or in connection herewith or
        therewith shall be false or misleading in any material respect as of the
        date
        made and a Closing Date.

      


      5.4 Receiver
        or Trustee.
        The
        Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
        of creditors, or apply for or consent to the appointment of a receiver or
        trustee for them or for a substantial part of their property or business;
        or
        such a receiver or trustee shall otherwise be appointed.

      


      5.5 Judgments.
        Any
        money judgment, writ or similar final process shall be entered or filed against
        Borrower or any subsidiary of Borrower or any of their property or other
        assets
        for more than $50,000,
        and
        shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
        days.

      


      5.6 Non-Payment.
        A
        default by the Borrower under any one or more obligations in an aggregate
        monetary amount in excess of $50,000
        for more
        than twenty
        (20)
        days after the due date.

      


      5.7 Bankruptcy.
        Bankruptcy, insolvency, reorganization or liquidation proceedings or other
        proceedings or relief under any bankruptcy law or any law, or the issuance
        of
        any notice in relation to such event, for the relief of debtors shall be
        instituted by or against the Borrower or any Subsidiary of Borrower and if
        instituted against them are not dismissed within forty-five (45)
        days of
        initiation.

      


      5.8 Delisting.
        Delisting of the Common Stock from the OTC Bulletin Board (“Bulletin Board”) or
        such other principal exchange on which the Common Stock is listed for trading;
        failure to comply with the requirements for continued listing on the Bulletin
        Board for a period of seven consecutive trading days; or notification from
        the
        Bulletin Board or any Principal Market that the Borrower is not in compliance
        with the conditions for such continued listing on the Bulletin Board or other
        Principal Market.

      


      5.9 Failure
        to Obtain Bulletin Board Listing.
        Failure
        of the Company to file a form 15c2-11 within 65 days of the Closing Date
        and
        failure to obtain a listing of its Common Stock on the Bulletin Board within
        93
        days of the Closing Date.

      


      5.10 Stop
        Trade.
        An SEC
        or judicial stop trade order or Principal Market trading suspension with
        respect
        to Borrower’s Common Stock that lasts for five or more consecutive trading
        days.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5.11 Failure
        to Deliver Common Stock or Replacement Note.
        Borrower's failure to timely deliver Common Stock to the Holder pursuant
        to and
        in the form required by this Note or the Subscription Agreement, and, if
        requested by Borrower, a replacement Note.

      


      5.12 Non-Registration
        Event.
        The
        occurrence of a Non-Registration Event as described in the Subscription
        Agreement.

      


      5.13 Reverse
        Splits.
        The
        Borrower effectuates a reverse split of its Common Stock without the prior
        written consent of the Holder.

      


      5.14 Cross
        Default.
        A
        default by the Borrower of a material term, covenant, warranty or undertaking
        of
        any Transaction Document or other agreement to which the Borrower and Holder
        are
        parties, or the occurrence of a material event of default under any such
        other
        agreement which is not cured after any required notice and/or cure
        period.

      


      ARTICLE
        VI

      


      MISCELLANEOUS

      


      6.1 Failure
        or Indulgence Not Waiver.
        No
        failure or delay on the part of Holder hereof in the exercise of any power,
        right or privilege hereunder shall operate as a waiver thereof, nor shall
        any
        single or partial exercise of any such power, right or privilege preclude
        other
        or further exercise thereof or of any other right, power or privilege. All
        rights and remedies existing hereunder are cumulative to, and not exclusive
        of,
        any rights or remedies otherwise available.

      


      6.2 Notices.
        All
        notices, demands, requests, consents, approvals, and other communications
        required or permitted hereunder shall be in writing and, unless otherwise
        specified herein, shall be (i) personally served, (ii) deposited in the mail,
        registered or certified, return receipt requested, postage prepaid, (iii)
        delivered by reputable air courier service with charges prepaid, or (iv)
        transmitted by hand delivery, telegram, or facsimile, addressed as set forth
        below or to such other address as such party shall have specified most recently
        by written notice. Any notice or other communication required or permitted
        to be
        given hereunder shall be deemed effective (a) upon hand delivery or delivery
        by
        facsimile, with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a business
        day during normal business hours where such notice is to be received), or
        the
        first business day following such delivery (if delivered other than on a
        business day during normal business hours where such notice is to be received)
        or (b) on the second business day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon actual
        receipt of such mailing, whichever shall first occur. The addresses for such
        communications shall be: (i) if to the Borrower to: Innovative
        Food Holdings, Inc., 1923 Trade Center Way, Suite #1, Naples, FL 34109, Attn:
        Joe Dimaggio, CEO & President, telecopier number: (239) 596-0204, with an
        additional copy by telecopier only to: Irving Rothstein, Esq., Feder, Kaszovitz,
        Isaacson, Weber, Skala, Bass & Rhine LLP, 750 Lexington Avenue, New York, NY
        10022-1200, telecopier number: (212) 888-7776, and (ii) if to the Holder,
        to the
        name, address and telecopy number set forth on the front page of this Note,
        with
        a copy by telecopier
        only to
        Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
        10176, telecopier number: (212) 697-3575.

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      6.4 Assignability.
        This
        Note shall be binding upon the Borrower and its successors and assigns, and
        shall inure to the benefit of the Holder and its successors and
        assigns.

      


      6.5 Cost
        of Collection.
        If
        default is made in the payment of this Note, Borrower shall pay the Holder
        hereof reasonable costs of collection, including reasonable attorneys'
        fees.

      


      6.6 Governing
        Law.
        This
        Note
        shall be governed by and construed in accordance with the laws of the State
        of
        New York, without regard to conflicts
        of laws
        principles that would result in the application of the substantive laws of
        another jurisdiction. 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 New
        York or in the federal courts located in the state of New York. Both parties
        and
        the individual signing this Note on behalf of the Borrower agree to
        submit
        to the
        jurisdiction of such courts. The prevailing party shall be entitled to recover
        from the other party its reasonable attorney's fees and costs. In the event
        that
        any provision of this Note 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 unenforceability
        of
        any other provision of this Note. Nothing contained herein shall be deemed
        or
        operate to preclude the Holder from bringing suit or taking other legal action
        against the Borrower in any other jurisdiction to collect on the Borrower's
        obligations to Holder, to realize on any collateral or any other security
        for
        such obligations, or to enforce a judgment or other court in favor of the
        Holder.

      


      6.7 Maximum
        Payments.
        Nothing
        contained herein shall 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 shall be credited against amounts owed by the Borrower to the
        Holder and thus refunded to the Borrower.

      


      6.8. Construction.
        Each
        party acknowledges that its legal counsel participated in the preparation
        of
        this Note 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 Note to favor any party

      against
        the other.

      


      6.9 Redemption.
        This
        Note may not be redeemed or called without the consent of the Holder except
        as
        described in this Note.

      


      6.10 Shareholder
        Status.
        The
        Holder shall not have rights as a shareholder of the Borrower with respect
        to
        unconverted portions of this Note. However, the Holder will have the rights
        of a
        shareholder of the Borrower with respect to the Shares of Common Stock to
        be
        received after delivery by the Holder of a Conversion Notice to the
        Borrower.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF,
        Borrower has caused this Note to be signed in its name by an authorized officer
        as of the ____ day of August, 2005.

      


      INNOVATIVE
        FOOD HOLDINGS, INC.

      


      


      


      By:________________________________

      Name:
        Jonathan Steckler

      Title:
        President 

      WITNESS:

      


      


      


      ______________________________________

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      NOTICE
        OF CONVERSION

      


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

      


      


      The
        undersigned hereby elects to convert $_________ of the principal and $_________
        of the interest due on the Note issued by Innovative Food Holdings, Inc.
        on
        August 25, 2005 into Shares of Common Stock of Innovative Food Holdings,
        Inc.
        (the "Borrower") according to the conditions set forth in such Note, as of
        the
        date written below.

      


      


      


      Date
        of
        Conversion:____________________________________________________________________

      


      


      Conversion
        Price:______________________________________________________________________

      


      


      Number
        of
        Shares of Common Stock Beneficially Owned on the Conversion Date:
        Less
        than 5% of the outstanding Common Stock of Innovative Food Holdings,
        Inc.

      


      


      Shares
        To
        Be
        Delivered:_________________________________________________________________

      


      


      Signature:___________________________________________________________________________

      


      


      Print
        Name:__________________________________________________________________________

      


      


      Address:____________________________________________________________________________

      


      ____________________________________________________________________________