Exhibit 4.1

                           CONVERTIBLE PROMISSORY NOTE

$1,000,000                                                      August 12, 2004

      FOR VALUE RECEIVED, LEXICON UNITED INCORPORATED, a Delaware corporation
(the "Maker"), unconditionally promises to pay to the order of KEYANO
CORPORATION, having an address at __________________________ (the "Payee"), the
principal sum of One Million Dollars ($1,000,000), at a simple interest rate of
five percent (5%) per annum computed on the basis of a 360 day year. The Maker
further agrees to pay all costs of collection, including reasonable attorneys'
fees, incurred by the Payee or by any other holder of this Promissory Note (this
"Note") in any action to collect this Note, whether or not suit is brought.

      Principal and accrued interest shall be payable on August 12, 2007. Maker
shall have the right at any time to prepay, in whole or in part, the principal
and accrued interest without penalty upon fifteen (15) days prior written notice
to the Payee.

      The amounts due hereunder are payable without deduction or offset in
lawful money of the United States of America in immediately available funds to
the Payee at its address as set forth above, or at such other place as the
holder of this Note shall from time to time designate.

            It shall be an event of default ("Event of Default"), and the then
unpaid portion of this Note shall become immediately due and payable, at the
election of Payee, upon the occurrence of any of the following events:

      (a) any failure on the part of Maker to make any payment hereunder when
due, whether by acceleration or otherwise;

      (b) Maker shall commence (or take any action for the purpose of
commencing) any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, moratorium or similar law or statute; or

      (c) a proceeding shall be commenced against Maker under any bankruptcy,
reorganization, arrangement, readjustment of debt, moratorium or similar law or
statute and relief is ordered against Maker, or the proceeding is controverted
but is not dismissed within sixty (60) days after the commencement thereof.

      The principal balance of this Note and all accrued interest hereunder
shall be convertible, in whole or in part, into shares of the Maker's common
stock in the manner described below at the option of the Payee or other holder
hereof at any time prior to maturity upon ten (10) days advance written notice
to the Maker. The number of shares of the Maker's common stock issuable upon
such conversion shall be equal to the quotient obtained by dividing the
principal amount hereunder and accrued interest thereon by $0.25. Upon
conversion, this Note shall be canceled and a replacement note on identical
terms shall be promptly issued by the maker to the holder hereof to evidence the
remaining outstanding principal amount hereof as of the date of the conversion,
if applicable. In the event of a stock-split, combination, stock dividend,
recapitalization of the Maker or similar event, the $0.25 conversion price and
number of shares issuable upon conversion shall be equitably adjusted to reflect
the occurrence of such event in a manner reasonably satisfactory to the holder.

      No failure on the part of the Payee or any other holder of this Note to
exercise and no delay in exercising any right, remedy or power hereunder or
under any other document or agreement executed in connection herewith shall
operate as a waiver thereof, nor shall any single or partial exercise by the
Payee or any other holder of this Note of any right, remedy or power hereunder
preclude any other or future exercise of any other right, remedy or power.

      This Note shall be binding upon the Maker and the Maker's successors and
assigns.

      This Note shall be governed by and construed in accordance with the laws
of the State of New York, excluding the conflicts of laws principles thererof.

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         In the event that any one or more of the provisions of this Note shall
for any reason be held to be invalid, illegal or unenforceable, in whole or in
part, or in any respect, or in the event that any one or more of the provisions
of this Note shall operate, or would prospectively operate, to invalidate this
Note, then, and in any such event, such provision or provisions only shall be
deemed null and void and of no force or effect and shall not affect any other
provision of this Note, and the remaining provisions of this Note shall remain
operative and in full force and effect, shall be valid, legal and enforceable,
and shall in no way be affected, prejudiced or disturbed thereby.

      All agreements between Maker and Payee are hereby expressly limited so
that in no event whatsoever, whether by reason of deferment in accordance with
this Note or under any agreement or by virtue of acceleration or maturity of the
Note, or otherwise, shall the amount paid or agreed to be paid to the Payee
hereunder or to compensate Payee for damages to be suffered by reason of a late
payment hereof, exceed the maximum permissible under applicable law. If
enforcement of any provision hereof at the time performance of such provision
shall be due, shall exceed the limit of validity prescribed by law, the relevant
obligations to be fulfilled shall be deemed reduced to the limit of such
validity. This provision shall never be superseded or waived and shall control
every other provision of all agreements among Maker and Payee.

      Subject to the applicable cure periods contained herein, time is of the
essence of this Note.

      EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE MAKER, AND ALL
OTHERS THAT MAY BECOME LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS EVIDENCED
BY THIS NOTE, HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST
AND ALL OTHER DEMANDS AND NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE,
PERFORMANCE OR ENFORCEMENT OF THIS NOTE, AND DOES HEREBY CONSENT TO ANY NUMBER
OF RENEWALS OR EXTENSIONS OF THE TIME OF PAYMENT HEREOF AND AGREE THAT ANY SUCH
RENEWALS OR EXTENSIONS MAY BE MADE WITHOUT NOTICE TO ANY SUCH PERSONS AND
WITHOUT AFFECTING THEIR LIABILITY HEREIN AND DO FURTHER CONSENT TO THE RELEASE
OF ANY PERSON LIABLE WITH RESPECT TO FAILURE TO GIVE SUCH NOTICE, (ALL WITHOUT
AFFECTING THE LIABILITY OF THE OTHER PERSONS, FIRMS, OR CORPORATIONS LIABLE FOR
THE PAYMENT OF THIS NOTE).

      TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAKER HEREBY
KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY AND THE RIGHT THERETO IN ANY
ACTION OR PROCEEDING OF ANY KIND ARISING UNDER OR OUT OF OR OTHERWISE RELATED TO
OR CONNECTED WITH THIS NOTE OR ANY RELATED DOCUMENT.

                                       LEXICON UNITED INCORPORATED



                                       By:  /s/ Elie Saltoun
                                            ------------------
                                            Name: ELIE SALTOUN
                                            Title:CEO