SECURED CONVERTIBLE TERM



 Exhibit 4.3 
  

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. 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 AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVATIVE COMPANIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. 
  
 SECURED CONVERTIBLE TERM NOTE 
  
 FOR VALUE RECEIVED, INNOVATIVE COMPANIES, INC., a Florida corporation (the “Borrower”), hereby promises to pay to LAURUS MASTER FUND,
LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the “Holder”) or its registered assigns or successors in interest, on order,
the sum of Five Million Dollars ($5,000,000), together with any accrued and unpaid interest hereon, on January     , 2007 (the “Maturity Date”) if not sooner paid. 
  
 Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof between the Borrower and the Holder (the “Purchase Agreement”). 
  
 The following terms shall apply to this Note: 
  
 ARTICLE I 
 INTEREST &
AMORTIZATION 
  
 1.1 Interest Rate and Payment. (a)
Subject to Sections 4.9 and 5.6 hereof, interest payable on this Note shall accrue at a rate per annum (the “Interest Rate”) equal to the six percent (6.00%) subject to adjustment as set forth in Section 1.1(b). Interest shall be payable
monthly in arrears commencing on March 1, 2004, on the first day of each consecutive calendar month thereafter (each, a “Repayment Date”), and on the Maturity Date, whether by acceleration or otherwise. 
  

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 1.1 (b) On the last business day of each month hereafter (each a “Determination Date”), the
Interest Rate shall be adjusted: if (i) the Company shall have registered the shares of the Company’s common stock underlying the conversion of the Note and that certain warrant issued to Holder on a registration statement declared effective by
the SEC, and (ii) the volume weighted average price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the 10 trading days immediately preceding a Determination Date exceeds the then applicable Fixed Conversion Price in
such percentages as outlined in the table below, the Interest Rate for the succeeding calendar month shall be decreased by one hundred basis points (1.00%) for each twenty five percent (25%) incremental increase above the Fixed Conversion Price as
per the following example: 
  

			
		
	 100% or less of applicable Fixed Conversion Price
	 	Interest Rate
		
	 125% of the applicable Fixed Conversion Price
	 	Interest Rate minus 1.00%
		
	 150% of the applicable Fixed Conversion Price
	 	Interest Rate minus 2.00%
		
	 175% of the applicable Fixed Conversion Price
	 	Interest Rate minus 3.00%

  
 In no event shall the
Interest Rate be less than zero (0.00%) 
  
 1.2 Minimum
Monthly Principal Payments. Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount”) shall begin on July 1, 2004 and shall recur on the first calendar day of
each succeeding month thereafter until the Maturity Date (each, an “Amortization Date”). Subject to Section 3.4 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each
Repayment Date, each in the amount of $151,515.15 , together with any accrued and unpaid interest to date on such portion of the Principal Amount plus any and all other amounts which are then owing under this Note but have not been paid
(collectively, the “Monthly Amount”). 
  
 ARTICLE II 
 BORROWER PAYMENT OPTIONS 
  
 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. Subject to the terms hereof, the Borrower shall have the
sole option to determine whether to satisfy payment of the Monthly Amount on each Repayment Date either in cash or in shares of Common Stock (as defined in the Purchase Agreement), or a combination of both. Each month by the day prior to such
Repayment Date, the Borrower shall deliver to the Holder a written irrevocable notice in the form of Exhibit B attached hereto electing to pay the Monthly Amount payable on the next Repayment Date in either cash or Common Stock, or a combination of
both (each, a “Repayment Election Notice”) (the date by which such notice is required to be given being hereinafter referred to as the “Notice Date”). If a Repayment Election Notice is not delivered to the Holder by
the applicable Notice Date for such Repayment Date, then the Monthly Amount due on such Repayment Date shall be paid in cash. Any portion of the Monthly Amount paid in cash on a Repayment Date, shall be paid to the Holder an amount equal to (x) 101%
of the principal portion of the Monthly Amount plus (y) any accrued and unpaid interest in satisfaction of such obligation. If the Borrower repays all or a portion of the Monthly Amount in shares of Common Stock, the number of such shares to be
issued for such Repayment Date shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the Fixed Conversion Price. For purposes hereof, the “Fixed Conversion
Price” means $             (which has been determined on the date of this Note as an amount equal to 110% of the average closing price for the ten (10) trading days
immediately prior to the date of this Note). 
  

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 (b) Monthly Amount Common Stock Payment Guidelines. Subject to Sections 2.1(a) and 2.2 hereof, if
the Borrower has elected to pay all or a portion of the Monthly Amount due on such Repayment Date in shares of Common Stock and the closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined in Section 4.7
hereof) for the trading day preceding a Repayment Date is less than 106% of the Fixed Conversion Price, then the Borrower shall pay the Monthly Amount in cash . Any part of the Monthly Amount due on a Repayment Date that the Borrower did not elect
to pay in shares of Common Stock shall be paid by the Borrower in cash on such Repayment Date. Any part of the Monthly Amount due on such Repayment Date which the Borrower elected to pay in shares of Common Stock shall be paid within three (3)
business days of the applicable Repayment Date. 
  
 2.2 No
Effective Registration. Notwithstanding anything to the contrary herein, the Borrower shall not repay any part of its obligations to the Holder hereunder in Common Stock if (i) there fails to exist an effective current Registration Statement (as
defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with such payment, or (ii) an 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. 
  
 2.3 Optional Prepayments in Common Stock. Subject to Section 2.2 hereof, if the average closing price of the Common Stock on the Principal Market
is greater than 115% of the Fixed Conversion Price for a period of at least five (5) consecutive trading days (the “Determination Period”), then the Borrower may, at its sole option (after 4:00pm on the 5th trading day), provide the Holder written notice (a “Prepayment Call Notice”) requiring the conversion
(at the then applicable Fixed Conversion Price) of the lesser of (i) all or a portion of the principal, interest and fees outstanding under this Note (subject to compliance with Section 2.3 and 3.2) and (ii) 30% of the aggregate dollar trading
volume of the Common Stock during the Determination Period (as such volume is reported by Bloomberg L.P.), on the third (3rd) trading day following the date of the Prepayment Call Notice (the “Prepayment Call Date”). . On the Prepayment Call Date, the Borrower shall deliver to the Holder certificates evidencing the shares of Common Stock
issued in satisfaction of the principal and interest being prepaid (less the number of shares of Common Stock delivered or to be delivered to Holder in respect of conversions made by Holder during the Determination Period). 
  
 The Borrower shall not be permitted to give the Holder more than one
Prepayment Call Notice under this Note during any ten (10) trading day period. 
  
 Any principal amount of this Note which is prepaid pursuant to this Section 2.3 shall be deemed to constitute payments of outstanding principal applying to Monthly Amounts for the remaining Repayment Dates in
chronological order. 
  

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 2.4 Optional Redemption in Cash. The Borrower will have the option of prepaying this Note in full
(but not in part) in cash (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred twenty percent (120%) of the principal amount of this Note together with accrued but unpaid interest thereon and any and
all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement, or any Ancillary Agreement (as defined in the Security Agreement) (the “Redemption Amount”) outstanding on the day written notice
of redemption (the “Notice of Redemption”) is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”) which date shall be seven (7) days
after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section
3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such Holder’s conversion elections had been completed immediately prior to the date
of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date, then such Redemption Notice
will be null and void. 
  
 ARTICLE III 
 CONVERSION RIGHTS 
  
 3.1. Holder’s Conversion Rights. 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, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a
written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur. The date upon which such conversion shall occur is (the “Conversion Date”). 
  
 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 an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of Common Stock
beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower. 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 Holder may void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice
requirement upon an Event of Default. Notwithstanding the immediately foregoing, the Holder shall not, at any time, be required to accept (pursuant to Section 2.3 hereof) more than an aggregate of forty percent (40%) of the aggregate dollar trading
volume of the Common Stock issuable Borrower to Holder hereunder or under any convertible security issued by Borrower to Holder (the “Forty Percent Limit”). The Forty Percent 

  

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Limit shall be deemed inclusive of all conversions made by Holder during each Determination Period. 
  
 3.3 Mechanics of Holder’s Conversion. (a) In the event that the
Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower and such Notice of Conversion
shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees being converted. 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 two (2) 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 (the “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 the Notice of
Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of 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 Common Stock, unless the Holder provides the Borrower written instructions to the contrary. 
  
 3.4 Conversion Mechanics. 
  
 (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and
interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to
constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $5,000,000 and the Holder converted
$250,000 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second
Repayment Date would equal $530,030.30 and (3) the principal amount of the Monthly Amount due on the third Repayment Dates would be $151,515.15. 
  

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 (b) The Fixed Conversion Price and number and kind of shares or other securities to be issued upon
conversion is subject to adjustment from time to time upon the occurrence of certain events, as follows: 
  
 A. 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 Fixed Conversion Price or the Conversion Price, as the case may be, 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. 
  
 B. During the period the
conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon
issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Borrower agrees that its issuance of this Note 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. 
  
 C. Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full
of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as
disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the “Offer Price”)
less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. 
  
 D. 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 Amount 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. 
  
 3.5 Issuance of New Note. Upon any partial conversion of this Note but no more frequently than once per quarter, a
new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance 

  

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of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the
production and issuance of a new Note. 
  
 ARTICLE IV

 EVENTS OF DEFAULT 
  
 If an Event of Default (as defined below) occurs and is continuing, the Borrower’s rights under Sections 2.1, 2.3 and 2.4 shall immediately cease and
be of no further effect until such time as the Event of Default has been cured, or has been waived by the Holder. Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, the Holder may make all sums of
principal, interest and other fees then remaining unpaid hereon and all other amounts payable hereunder due and payable within five (5) days after written notice from Holder to Borrower (each occurrence being a “Default Notice
Period”). In the event of such an acceleration, the amount due and owing to the Holder shall be 120% of the outstanding principal amount of the Note (plus accrued and unpaid interest and fees, if any). If, with respect to any Event of
Default other than a payment default described in Section 4.1 below, within the Default Notice Period the Borrower cures the Event of Default, the Event of Default will be deemed to no longer exist and any rights and remedies of Holder pertaining to
such Event of Default will be of no further force or effect. 
  
 The occurrence of any of the following events is an “Event of Default”: 
  
 4.1 Failure to Pay Principal, Interest or other Fees. The Borrower fails to pay when due any installment of principal, interest or other fees
hereon in accordance herewith, or the Borrower fails to pay when due any amount due under any other promissory note issued by Borrower. 
  
 4.2 Breach of Covenant. The Borrower breaches any material covenant or other term or condition of this Note or the Purchase Agreement in any
material respect and such breach, if subject to cure, continues for a period of thirty (30) days after the occurrence thereof. 
  
 4.3 Breach of Representations and Warranties. Any material representation or warranty of the Borrower made herein, in the Purchase Agreement, or in
any Related Document (as defined in the Purchase Agreement) shall be materially false or misleading and shall not be cured for a period of ten (10) days after the occurrence thereof. 
  
 4.4 Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent
to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed. 
  
 4.5 Judgments. Any money judgment, writ or similar final process shall be entered or filed against the Borrower or
any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of ninety (90) days. 
  
 4.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the Borrower. 
  

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 4.7 Stop Trade. An SEC stop trade order or Principal Market trading suspension of the Common Stock
shall be in effect for 5 consecutive days or 5 days during a period of 10 consecutive days, excluding in all cases a suspension of all trading on a Principal Market, provided that the Borrower shall not have been able to cure such trading
suspension within 30 days of the notice thereof or list the Common Stock on another Principal Market within 60 days of such notice. The “Principal Market” for the Common Stock shall include the NASD OTC Bulletin Board, NASDAQ SmallCap
Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, or any securities exchange or other securities
market on which the Common Stock is then being listed or traded. 
  
 4.8 Failure to Deliver Common Stock or Replacement Note. The Borrower’s failure to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note, and Section 9 of the Securities Purchase Agreement,
or if required, a replacement Note if such failure to timely deliver Common Stock shall not be cured within two (2) days or such failure to deliver a replacement Note is not cured within seven (7) Business Days. 
  
 4.9 Default Under Related Agreements. The occurrence and continuance
of any Event of Default as defined in the Related Agreements. 
  
 DEFAULT RELATED PROVISIONS 
  
 4.10 Payment
Grace Period. The Borrower shall have a three (3) business day grace period to pay any monetary amounts due under this Note or the Purchase Agreement or any Related Document, after which grace period a default interest rate of five percent (5%)
per annum above the then applicable interest rate hereunder shall apply to the monetary amounts due. 
  
 4.11 Conversion Privileges. The conversion privileges set forth in Article III shall remain in full force and effect immediately from the date
hereof and until this Note is paid in full. 
  
 4.12 Cumulative
Remedies. The remedies under this Note shall be cumulative. 
  
 ARTICLE V 
 MISCELLANEOUS 
  
 5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the 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. 
  

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 5.2 Notices. Any notice herein required or permitted to be given shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been
sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the Borrower at the address provided in the Purchase Agreement executed in connection herewith, and to the Holder at the address provided in the Purchase Agreement for such Holder, with a copy to John E. Tucker, Esq., 825 Third
Avenue, 14th Floor, New York, New York 10022, facsimile number (212) 541-4434, or at such other address as the
Borrower or the Holder may designate by ten days advance written notice to the other parties hereto. A Notice of Conversion shall be deemed given when made to the Borrower pursuant to the Purchase Agreement. 
  
 5.3 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, and any successor instrument issued pursuant to Section 3.5 hereof, as it may be
amended or supplemented. 
  
 5.4 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, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement.

  
 5.5 Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. 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. 
  
 5.6 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. 
  

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 5.7 Security Interest. The holder of this Note has been granted a security interest in certain
assets of the Borrower more fully described in a Security Agreement dated as of January     , 2004. 
  
 5.8 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. 
  
 5.9 Cost of Collection. If default is made in the payment of this Note, the borrower shall pay to Holder reasonable
costs of collection, including reasonable attorney’s fees. 
  
 [Balance of page intentionally left blank; signature page follows.] 
  

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 IN WITNESS WHEREOF, Borrower has caused this Convertible Term Note to be signed in its name
effective as of this      day of January, 2004. 
  

			
	INNOVATIVE COMPANIES, INC.
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

	
	WITNESS:
	
	  
	


  

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 EXHIBIT A 
  
 NOTICE OF CONVERSION 
  
 (To be executed by the Holder in order to convert all or part of the Note into Common Stock 
  
 [Name and Address of Holder] 
  
 The Undersigned hereby elects to convert $                    
of the principal due on [specify applicable Repayment Date] under the Convertible Term Note issued by INNOVATIVE COMPANIES, INC. dated January     , 2004 by delivery of Shares of Common Stock of INNOVATIVE COMPANIES, INC.
on and subject to the conditions set forth in Article II of such Note. 
  

					
			
	1.      Date of Conversion	  	 	  	 
	 	 	
	 	 
			
	2.      Shares To Be Delivered:	  	 	  	 
	 	 	
	 	 

  

			
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

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 EXHIBIT B 
  
 REPAYMENT ELECTION NOTICE 
  
 (To be executed by the Borrower in order to pay all or part of a Monthly Amount with Common Stock) 
  
 [Name and Address of Holder] 
  
 INNOVATIVE COMPANIES, INC. hereby elects to pay
$                     of the Monthly Amount due on [specify applicable Repayment Date] under the Convertible Term Note issued by INNOVATIVE
COMPANIES, INC. dated January     , 2004 by delivery of Shares of Common Stock of INNOVATIVE COMPANIES, INC. on and subject to the conditions set forth in Article II of such Note. 
  

					
			
	1.      Fixed Conversion Price:	  	$                    	  	 
			
	2.      Amount to be paid:	  	$                    	  	 
			
	3.      Shares To Be Delivered (2 divided by 1):	  	 	  	 

  

									
	 Date:                    
	 	 	 	 INNOVATIVE COMPANIES, INC.

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  

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