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 APPLICABLE
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  APPLICABLE  STATE  SECURITIES  LAWS OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO WEALTHHOUND.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                CONVERTIBLE NOTE
                                ----------------

         FOR  VALUE  RECEIVED,  WEALTHHOUND.COM,  INC.,  a  Florida  corporation
(hereinafter  called  "Borrower"),  hereby  promises to pay to NESHER LTD. (the
"Holder") or order, without demand, the sum of Sixty Thousand Dollars ($60,000),
with  simple  interest  accruing  at the annual rate of 8%, on July 3, 2002 (the
"Maturity Date").

                  The following terms shall apply to this Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

                  1.1 Payment Grace Period.  The Borrower  shall have a ten (10)
day grace  period to pay any monetary  amounts due and payable  under this Note,
after which grace period a default interest rate of 15% per annum shall apply to
the amounts owed hereunder.

                  1.2 Conversion Privileges. The Conversion Privileges set forth
in Article II shall  remain in full force and effect  immediately  from the date
hereof and until the Note is paid in full.

                  1.3 Interest  Rate.  Subject to the Holder's right to convert,
the principal and interest  payable on this Note shall accrue at the annual rate
of eight  percent  (8%) and be  payable on the  Maturity  Date,  accelerated  or
otherwise, when the principal and remaining accrued but unpaid interest shall be
due and payable.

                                   ARTICLE II

                                CONVERSION RIGHTS

                  The  Holder  shall  have the right to  convert  the  principal
amount and  interest  due under this Note into Shares of the  Borrower's  Common
Stock as set forth below.


                  2.1.     Conversion into the Borrower's Common Stock.

                  (a) The  Holder  shall  have  the  right  from and  after  the
issuance  of this Note and then at any time  until this Note is fully  paid,  to
convert any outstanding and unpaid principal  portion of this Note of $25,000 or
greater amount, or any lesser amount representing the full remaining outstanding
and unpaid

                                       1
<PAGE>

principal portion (and at the Holder's election,  the unpaid interest accrued on
the Note), into fully paid and nonassessable  shares of common stock of Borrower
as such stock  exists on the date of  issuance  of this  Note,  or any shares of
capital  stock of Borrower  into which such stock shall  hereafter be changed or
reclassified  (the "Common Stock") at the conversion price as defined in Section
2.1(b) hereof (the "Conversion Price"), determined as provided herein, (the date
of giving of such notice of conversion is a "Conversion Date"). Upon delivery to
the  Company  of a  Notice  of  Conversion  as  described  in  Section  9 of the
subscription  agreement  entered into between the Company and Holder relating to
this Note (the  "Subscription  Agreement") of the Holder's  written  request for
conversion,  Borrower shall issue and deliver to the Holder within five business
days  from the  Conversion  Date that  number of shares of Common  Stock for the
portion of the Note converted in accordance with the foregoing.  At the election
of the Holder,  the Company will deliver accrued but unpaid interest on the Note
through the  Conversion  Date  directly to the Holder on or before the  Delivery
Date as defined in the  Subscription  Agreement.  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 on the Note (and interest,  if any) to be
converted, by the Conversion Price.

                  (b)  Subject to  adjustment  as  provided  in  Section  2.1(c)
hereof,  the  Conversion  Price per share shall be the lower of (i) eighty (80%)
percent of the average of the lowest  closing bid prices for the Common Stock on
the OTC Pink Sheets, or on any principal securities exchange or other securities
market on which the Common Stock is then being  listed or traded,  for the three
trading days prior to but not  including  the date of this Note  ("Maximum  Base
Price"),  or (ii) seventy-five  (75%) of the average of the three lowest closing
bid prices for the Common Stock on the OTC Pink Sheets  and/or NASD OTC Bulletin
Board, or on any principal  securities  exchange or other  securities  market on
which the Common  Stock is then  being  listed or  traded,  for the thirty  (30)
trading days preceding, but not including the Conversion Date.

                  (c) The Conversion Price described in Section  2.1(b)(i) above
and number and kind of shares or other  securities to be issued upon  conversion
determined pursuant to Section 2.1(a) and 2.1(b), 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  such number 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.

                                       2
<PAGE>

                           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  Maximum  Base 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.  Subject to the provisions of this
Section,  if the  Borrower  at any time shall  issue any shares of Common  Stock
prior to the conversion of the entire  principal  amount of the Note  (otherwise
than  as:  (i)  provided  in  Sections  2.1(c)A,  2.1(c)B  or  2.1(c)C  or  this
subparagraph  D; (ii) pursuant to options,  warrants,  or other  obligations  to
issue  shares,  outstanding  on the date hereof as  described in the Reports and
Other  Written  Information,  as such  terms  are  defined  in the  Subscription
Agreement (which agreement is incorporated  herein by this reference);  or (iii)
stock or stock  options  granted to employees  or  directors of the Company,  or
equity or debt issued in connection  with an acquisition of a business or assets
by the Company,  or the issuance by the Company of its stock in connection  with
the establishment of a joint venture, partnership or licensing arrangement; [(i)
(ii) and (iii) above,  are  hereinafter  referred to as the  "Excepted  Issuance
Obligations"] for a consideration less than the Maximum Base Price that would be
in effect at the time of such issue, then, and thereafter successively upon each
such issue,  the Maximum Base Price shall be reduced as follows:  (i) the number
of shares of Common Stock  outstanding  immediately prior to such issue shall be
multiplied by the Maximum Base Price in effect at the time of such issue and the
product shall be added to the aggregate  consideration,  if any, received by the
Borrower upon such issue of additional  shares of Common Stock; and (ii) the sum
so obtained shall be divided by the number of shares of Common Stock outstanding
immediately  after such issue.  The  resulting  quotient  shall be the  adjusted
conversion price. Except for the Excepted Issuance  Obligations and options that
may be issued under any employee  incentive  stock option  and/or any  qualified
stock option plan adopted by the Company,  for purposes of this adjustment,  the
issuance of any  security of the  Borrower  carrying  the right to convert  such
security  into  shares of  Common  Stock or of any  warrant,  right or option to
purchase  Common Stock shall result in an  adjustment  to the Maximum Base Price
upon the issuance of shares of Common Stock upon exercise of such  conversion or
purchase  rights,  the  consideration  being  both the  purchase  price  and any
additional price paid upon exercise or conversion.

                  (d) During the period the  conversion  right exists,  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. 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.

                  2.2 Method of  Conversion.  This Note may be  converted by the
Holder  in  whole or in part as  described  in  Section  2.1(a)  hereof  and the
Subscription  Agreement.  Upon  partial  conversion  of this  Note,  a new  Note
containing  the same date and  provisions  of this  Note  shall be issued by the
Borrower to the Holder for the principal balance of this Note and interest which
shall not have been converted or paid.

                                       3
<PAGE>

                                   ARTICLE III

                                EVENT 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, all without demand,  presentment
or notice, or grace period, all of which hereby are expressly waived,  except as
set forth below:

                  3.1 Failure to Pay Principal or Interest.  The Borrower  fails
to pay any installment of principal or interest hereon when due and such failure
continues for a period of ten (10) days.

                  3.2 Breach of  Covenant.  The  Borrower  breaches any material
covenant or other term or condition of this Note and such breach,  if subject to
cure,  continues  for a period of seven  (7) days  after  written  notice to the
Borrower from the Holder.

                  3.3 Breach of  Representations  and  Warranties.  Any material
representation  or warranty of the  Borrower  made herein,  in the  Subscription
Agreement  entered into by the Holder and Borrower in connection with this Note,
or in any agreement,  statement or certificate  given in writing pursuant hereto
or in connection therewith shall be false or misleading.

                  3.4 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.

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

                  3.6  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.

                  3.7 Delisting. Delisting of the Common Stock from the OTC Pink
Sheets or NASD OTC Bulletin Board or such other principal  exchange on which the
Common Stock is listed for  trading,  or  Borrower's  failure to comply with the
conditions  for  listing,  on the  principal  market  on which it is  listed  or
notification from any such  aforedescribed  market or exchange that the Borrower
is not in compliance with the conditions for such continued listing.

                  3.8  Concession.  A  concession  by the  Borrower or a default
under any one or more  obligations in an aggregate  monetary amount in excess of
$50,000.

                  3.9 Stop  Trade.  An SEC stop  trade  order or NASDAQ  trading
suspension.

                  3.10  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 and Section 9 of the  Subscription  Agreement,
or if required a replacement Note.

                  3.11    Registration    Default.    The    occurrence   of   a
Non-Registration  Event  as  described  in  Section  10.4  of  the  Subscription
Agreement,  but only if such  Non-Registration  Event is continuing on or occurs
after a date  which  is 210  days  after  the  Closing  Date as  defined  in the
Subscription Agreement.

                                       4
<PAGE>

                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1 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.

                  4.2  Notices.  Any notice  herein  required or permitted to be
given  shall  be in  writing  and  may  be  personally  served  or  sent  by fax
transmission  (with copy sent by regular,  certified  or  registered  mail or by
overnight  courier).  For the purposes hereof, the address and fax number of the
Holder is as set forth on the first page  hereof.  The address and fax number of
the Borrower shall be Wealthhound.com,  Inc., 11 Broadway,  Suite 260, New York,
NY 10004, telecopier number: (212) 509-6186. Both Holder and Borrower may change
the  address  and fax  number  for  service by service of notice to the other as
herein  provided.  Notice of  Conversion  shall be deemed given when made to the
Company pursuant to the Subscription Agreement.

                  4.3  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.

                  4.4  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.

                  4.5 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.

                  4.6  Governing  Law.  This  Note  shall  be  governed  by  and
construed  in  accordance  with the laws of the  State of New York.  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.  The Borrower,
and, by accepting this Note, the Holder 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.

                  4.7 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.

                  4.8  Prepayment.  This  Note  may  not be  paid  prior  to the
Maturity Date without the consent of the Holder.


                                       5
<PAGE>

         IN WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its
name by its Chief Executive Officer on this 3rd day of July, 2000.

                                             WEALTHHOUND.COM, INC.


                                             By:/s/ Alex W. Comandini
                                                -------------------------------
                                                    Alex W. Comandini
                                                    President


WITNESS:

/s/ R.L. Croog
---------------------------------
Robert L. Croog

                                       6
<PAGE>


                              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  WEALTHHOUND.COM,  INC.
on July ___,  2000 into Shares of Common  Stock of  WEALTHHOUND.COM,  INC.  (the
"Company")  according to the  conditions  set forth in such Note, as of the date
written below.

Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________



                                       7