Note No. __________
                                                Holder:  _____________________


                                  FORM OF NOTE


     THE  SECURITIES  WHICH ARE  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  AND THEY
MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,  ASSIGNED OR TRANSFERRED EXCEPT
(i)  PURSUANT  TO A  REGISTRATION  STATEMENT  UNDER  THE ACT  WHICH  HAS  BECOME
EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A
SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF
FIRST HAVING  OBTAINED  THE WRITTEN  OPINION OF COUNSEL TO THE  CORPORATION,  OR
OTHER  COUNSEL  REASONABLY  ACCEPTABLE  TO THE  CORPORATION,  THAT THE  PROPOSED
DISPOSITION IS CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF THE ACT AS WELL AS
ANY APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAW.


                     THE GREAT AMERICAN BACKRUB STORE, INC.
                           10% SECURED PROMISSORY NOTE

                        The Transferability of this Note
                     is Restricted as Provided in Section 3


$_____________                                      Dated:  ______________, 1996
                                                    New York, New York


         FOR VALUE RECEIVED,  THE GREAT AMERICAN BACKRUB STORE, INC., a New York
corporation (the "Company"),  promises to pay to  __________________  or assigns
(the "Holder") the principal amount of  ___________________  dollars  ($_______)
(the  "Principal  Amount"),  in such coin or  currency  of the United  States of
America  as at the time of  payment  shall be legal  tender  for the  payment of
public and private debts,  together with simple interest  thereon at the rate of
ten percent (10%) per annum,  at the principal  office of the Company,  upon the
earlier  of (a) first  anniversary  of the date  hereof or (b) the  closing of a
public  financing  through the sale of equity  securities by the Company through
Investors  Associates,  Inc.  ("IAI")  pursuant to that certain letter of intent
dated June 18, 1996 between the Company and IAI. No payments of principal and/or
interest shall be due until maturity.
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         Notwithstanding   anything  to  the  contrary  herein  contained,   the
Principal  Amount of this Note or any interest hereon may be prepaid at any time
or from time to time,  prior to the maturity of this Note,  in whole or in part,
without  prior  notice and  without  penalty or  premium.  Prepayments  shall be
applied first to interest due and then to principal.

         1. THE NOTES: This Note is one of several secured promissory notes made
and  issued by the  Company  in an  aggregate  principal  amount  of  $_________
(individually,  a "Note," and together, the "Notes"),  pursuant to the terms and
subject  to  the   conditions   of   Subscription   Agreement   and   Investment
Representations  (the "Subscription  Agreements"),  by and among the Company and
certain  investors,  providing  for all of the  terms and  conditions  set forth
herein.  Reference is made to the Subscription  Agreements for agreements of the
parties applicable to this Note, and to the Agency Agreement between the Company
and IAI dated November 22, 1996, as amended (the "Agency Agreement").  This Note
is entitled to the benefits of that certain Stock Pledge  Agreement of even date
herewith  between  Debbie  Dworkin,  Terrance C. Murray,  and the holders of the
Notes (the "Pledge Agreement").

         2. COVENANTS:  The Company covenants and agrees that, so long as any of
the Notes shall be outstanding and unpaid:

            2.1 PAYMENT OF NOTES. The Company will punctually pay or cause to be
paid the  Principal  Amount and interest on this Note.  Any sums  required to be
withheld  from any  payment of  Principal  Amount,  or  interest on this Note by
operation of law or pursuant to any order, judgment,  execution, treaty, rule or
regulation may be withheld by the Company and paid over in accordance therewith.

         Nothing in this Note or in any other  agreement  between the Holder and
the Company shall require the Company to pay, or the Holder to accept,  interest
in an amount which would subject the Holder to any penalty or  forfeiture  under
applicable law. In the event that the payment of any charges, fees or other sums
due under this Note, or provided for in any other agreement  between the Company
and the Holder are or could be held to be in the  nature of  interest  and would
subject the Holder to any penalty or forfeiture  under applicable law, then IPSO
FACTO the obligations of the Company to make such payment to the Holder shall be
reduced to the highest rate  authorized  under  applicable law and, in the event
that the Holder  shall have ever  received,  collected,  accepted  or applied as
interest  any amount in excess of the maximum  rate of interest  permitted to be
charged by  applicable  law,  such amount which would be excess  interest  under
applicable  law  shall be  applied  first to the  reduction  of  principal  then
outstanding,  and,  second,  if such  principal  amount  is paid  in  full,  any
remaining excess shall forthwith be returned to the Company.

            2.2 MAINTENANCE OF CORPORATE  EXISTENCE;  MERGER AND  CONSOLIDATION.
The Company will at all times cause to be done all things  necessary to preserve
and keep in full force and effect its corporate  existence and all of its rights
and  franchises  and shall  not be  consolidated  with or merged  into any other
corporation  or transfer  all or  substantially  all of its assets to any person
unless (i) the survivor of such merger or consolidation is the Company or

                                       -2-
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(ii) the  corporation  formed by such  corporation  or into which the Company is
merged or to which the assets of the Company are  transferred  is a  corporation
which  expressly  assumes all of the obligations of the Company under the Notes,
and (iii)  after  giving  effect to such  transaction,  no Event of Default  (as
hereinafter defined) and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing.

            2.3 MAINTENANCE OF PROPERTIES.  The Company will reasonably maintain
in good repair, working order and condition its properties and other assets, and
from time to time make all reasonably  necessary or desirable repairs,  renewals
and replacements thereto.

            2.4 PAYMENT OF TAXES.  The Company will pay or cause to be paid, set
aside for payment or discharged,  before the same shall become  delinquent,  all
taxes,  assessments and governmental  charges levied or imposed upon the Company
or upon its income,  profits or property;  PROVIDED,  HOWEVER,  that the Company
shall not be required to pay or discharge or cause to be paid or discharged  any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

            2.5  COMPLIANCE  WITH  STATUTES.  The  Company  will  comply  in all
material  respects with all  applicable  statutes and  regulations of the United
States of  America  and of any state or  municipality,  and of any agency of any
thereof,  in respect of the conduct of business and the ownership of property by
the Company; PROVIDED, HOWEVER, that nothing contained in this SECTION 2.5 shall
require the Company to comply with any such statute or regulation so long as its
legality or applicability shall be contested in good faith; and provided further
that  an  unintentional  violation  of this  covenant  done  in  good  faith  or
inadvertently shall not be deemed an Event of Default under SECTION 4 hereof.

         3. RESTRICTIONS UPON TRANSFERABILITY. This Note has not been registered
under the Act, and may not be offered, sold, pledged, hypothecated,  assigned or
transferred except (i) pursuant to a registration  statement under the Act which
has become  effective and is current with respect to this Note, or (ii) pursuant
to a specific  exemption from registration  under the Act but only upon a Holder
hereof first having obtained the written  opinion of counsel to the Company,  or
other  counsel  reasonably   acceptable  to  the  Company,   that  the  proposed
disposition is consistent  with all applicable  provisions of the Act as well as
any applicable "blue sky" or other state securities law.

         4. EVENTS OF DEFAULT AND  REMEDIES.  An "Event of Default"  shall occur
if:

            4.1  PAYMENT OF NOTES.  The  Company  defaults in the payment of the
Principal  Amount of or interest on this Note, when and as the same shall become
due and payable  whether at maturity  thereof,  or by acceleration or otherwise,
which default shall continue  uncured for a period of fifteen (15) days from the
date thereof; or

                                       -3-
<PAGE>
            4.2 PERFORMANCE OF COVENANTS,  CONDITIONS OR AGREEMENTS. The Company
fails to comply with any of the covenants, conditions or agreements set forth in
this Note and such default  shall  continue  uncured for a period of thirty (30)
days after receipt of written  notice to the Company from any Holder stating the
specific default or defaults; or

            4.3 BANKRUPTCY,  INSOLVENCY,  ETC. The Company shall file or consent
by  answer or  otherwise  to the entry of an order  for  relief or  approving  a
petition for relief,  reorganization  or  arrangement  or any other  petition in
bankruptcy for  liquidation or to take advantage of any bankruptcy or insolvency
law of any  jurisdiction,  or shall make an  assignment  for the  benefit of its
creditors, or shall consent to the appointment of a custodian, receiver, trustee
or other officer with similar powers of itself or of any substantial part of its
property,  or shall be  adjudicated  a bankrupt  or  insolvent,  or the Board of
Directors or  shareholders  of the Company shall authorize any of the foregoing,
or if a court or governmental authority of competent jurisdiction shall enter an
order  appointing a custodian,  receiver,  trustee or other officer with similar
powers with respect to the Company or any substantial  part of its property,  or
an order for relief or approving a petition for relief or  reorganization or any
other  petition in bankruptcy  or for  liquidation  or to take  advantage of any
bankruptcy or  insolvency  law, or an order for the  dissolution,  winding up or
liquidation  of the Company,  or if any such petition shall be filed against the
Company and such petition shall not be dismissed within sixty (60) days; or

            4.4 PLEDGE AND AGENCY  AGREEMENTS.  There  shall  occur an "Event of
Default" on the part of the Pledgor under the Pledge  Agreement (as such term is
defined  therein)  or a default on the  Company's  obligations  under the Agency
Agreement.

            4.5  REMEDIES.  In case an Event of Default  (other than an Event of
Default  resulting from the Company's failure to pay the Principal Amount of, or
interest  upon,  this Note when the same shall be due and payable in  accordance
with the  terms  hereof  and an  Event of  Default  resulting  from  bankruptcy,
insolvency or reorganization) shall occur and be continuing (after giving affect
to applicable "cure" provisions  provided for herein),  the Holders of the Notes
representing at least fifty-one  percent (51%) in the aggregate of the Principal
Amount of all Notes then  outstanding,  may  declare by notice in writing to the
Company all unpaid  Principal  Amount and  accrued  interest on all of the Notes
then outstanding to be due and payable immediately.  In case an Event of Default
resulting  from the Company's  non-payment  of Principal  Amount of, or interest
upon, this Note shall occur,  the Holder may declare all unpaid Principal Amount
and  accrued  interest  on this Note held by such  Holder to be due and  payable
immediately.  In case an Event of Default resulting from bankruptcy,  insolvency
or reorganization  shall occur, all unpaid principal and accrued interest on the
Notes held by each  Holder  shall be due and  payable  immediately  without  any
declaration or other act on the part of such Holders.  Any such acceleration may
be annulled and past defaults (except,  unless  theretofore  cured, a default in
payment  of  Principal  Amount or  interest  on the  Notes) may be waived by the
Holders of a majority in Principal Amount of the Notes then outstanding.

                                       -4-
<PAGE>
         5. COSTS OF  COLLECTION.  Should the  indebtedness  represented by this
Note or any part thereof be collected in any proceeding,  or this Note be placed
in the hands of attorneys for collection  after  default,  the Company agrees to
pay as an  additional  obligation  under this Note, in addition to the Principal
Amount and interest due and payable  hereon,  all costs of collecting this Note,
including reasonable attorneys' fees.

         6.  WAIVER  AND  AMENDMENTS.   This  Note  may  be  amended,  modified,
superseded,  canceled,  renewed or extended,  and the terms hereof may be waived
(except as above provided in SECTION 4.5), only by a written  instrument  signed
by the Company and Holders of at least fifty-one  percent (51%) in the aggregate
of the Principal Amount of all Notes at the time outstanding; PROVIDED, HOWEVER,
that the consent of a Holder  shall be required to modify the terms of this Note
affecting the payment of Principal Amount of, or interest on, such Holder's Note
or the  term of such  Holder's  Note.  No  delay  on the  part of any  party  in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
hereof,  nor shall any  waiver on the part of any party of any  right,  power or
privilege  hereunder  preclude  any  other or  further  exercise  hereof  or the
exercise  of any other  right,  power or  privilege  hereunder.  The  rights and
remedies  provided for herein are cumulative and are not exclusive of any rights
or remedies which any party may otherwise have at law or in equity.

         7. LOSS, THEFT,  DESTRUCTION OR MUTILATION OF NOTE. Upon receipt by the
Company of evidence  reasonably  satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and of indemnity or security  reasonably
satisfactory  to the  Company,  and upon  reimbursement  to the  Company  of all
reasonable expenses  incidental thereto,  and upon surrender and cancellation of
this Note,  if  mutilated,  the Company will make and deliver a new Note of like
tenor,  in lieu of this Note. Any Note made and delivered in accordance with the
provisions of this SECTION 7 shall be dated as of the date to which interest has
been paid on this Note,  or if no  interest  has  theretofore  been paid on this
Note, then dated the date hereof.

         8.  NOTICE.  Any notice or other  communication  required or  permitted
hereunder shall be in writing and shall be delivered personally,  telegraphed or
sent by certified,  registered,  or express mail, postage prepaid,  and shall be
deemed given when so delivered  personally,  telegraphed or, if mailed, five (5)
days after the date of deposit in the United States mails, as follows:

            (i)    if to the Company, to:

                   The Great American BackRub Store, Inc.
                   425 Madison Avenue, Suite 605
                   New York, NY 10017
                   Attn:  William Zanker, President

                                       -5-
<PAGE>
                   With a copy to:

                   Olshan Grundman Frome & Rosenzweig LLP
                   505 Park Avenue
                   New York, New York 10022
                   Attention: Stephen Irwin, Esq,

            (ii) if to the Holder, to the address of such Holder as shown on the
books of the Company and to Investors  Associates,  Inc., 411 Hackensack Avenue,
Hackensack, NJ 07601, Attn: Herman Epstein.

         9.  GOVERNING  LAW.  This Note shall be  governed by and  construed  in
accordance with the laws of the State of New York,  without giving effect to its
conflicts of law principles.  The Company agrees that any dispute or controversy
arising  out of this Note shall be  adjudicated  in a court  located in New York
City,  and hereby  submits to the  exclusive  jurisdiction  of the courts of the
State of New York located in New York, New York and of the federal courts in the
Southern  District of New York, and  irrevocably  waives any objection it now or
hereafter may have respecting the venue of such action or proceeding  brought in
such a court or respecting  the fact that such court is an  inconvenient  forum,
and consents to the service of process in any such action or proceeding by means
of registered or certified mail, return receipt requested.

         10. SUCCESSORS AND ASSIGNS. All the covenants,  stipulations,  promises
and  agreements in this Note contained by or on behalf of the Company shall bind
its successors and assigns, whether or not so expressed.

         IN WITNESS  WHEREOF,  the  Company has caused this Note to be signed in
its corporate name by a duly  authorized  officer and to be dated as of the date
first above written.

                                         THE GREAT AMERICAN BACKRUB STORE, INC.



                                         By: __________________________________
                                             Name:
                                             Title:


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