THIS NOTE AND THE STOCK INTO WHICH IT IS  CONVERTIBLE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OF THE UNITED STATES OF AMERICA
(THE "ACT") OR THE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES  ("STATE
ACT").  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OF DISTRIBUTION THEREOF, AND MAY NOT BE OFFERED, SOLD,
PLEDGED,   HYPOTHECATED,   OR  OTHERWISE  TRANSFERRED  FOR  VALUE,  DIRECTLY  OR
INDIRECTLY,  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  COMPLIANCE  WITH  APPLICABLE  STATE ACTS, OR PURSUANT TO AN EXAMPTION  FROM
REGISTRAITON  UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF
WHICH  ARE  ESTABLISHED  BY  MEANS  OF AN  OPINION  TO SUCH  EFFECT  IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY
TO THE COMPANY.


                           OLD FASHIONED SYRUP COMPANY

                   SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

$135,000.00                                      North Miami Beach, Florida
                                                 August 15, 2003

1.       Promise to Pay. FOR VALUE RECEIVED, OLD FASHIONED SYRUP COMPANY, a
         Florida corporation (the "Company") promises to pay, in lawful money of
         the United States of America, to the order of Latitude Investment
         Corp., or assignee (the "Holder"), at North Miami Beach, Florida or at
         such other place as Holder shall from time to time direct, on or before
         October 15, 2004, the principal amount of One Hundred and Thirty Five
         Thousand Dollars and no cents ($135,000.00) plus interest at the sole
         discretion of the Holder at a rate of Six (6.0%) percent. If the Note
         is still outstanding after six (6) months from the date hereof, then at
         the option of the Holder, the principal and any interest accrued may be
         convertible into fifty-one (51%) percent of the issued and outstanding
         common stock of the Company in accordance with Section 3. Conversion.

2.       Default.  The  Company  shall be in  default  under  this Note upon the
         occurrence  of any of the  following  events:
         2.1      The Company  fails to timely  perform  any of its  obligations
                  under,  or otherwise  breaches any  covenants or warranties of
                  this Note;
         2.2      Any statement, representation, or warranty made by the Company
                  or its  agents to  Holder  shall  prove to have been  false or
                  materially misleading when made; and/or,
         2.3      The  Company  shall  become  insolvent,  or unable to meet its
                  obligations  as they  become  due, or shall file or have filed
                  against it, voluntarily or involuntarily, a petition under the
                  United States  Bankruptcy  Code or shall procure or suffer the
                  appointment of a receiver for any  substantial  portion of its
                  properties,  or  shall  make  an  assignment  for  benefit  of
                  creditors,  or shall  initiate or have  initiated  against it,
                  voluntarily or involuntarily, any act, process, or proceedings
                  under any insolvency law or other statute or law providing for
                  the modifications or adjustment of the rights of creditors.

         Upon any  event of  default,  Holder  may  declare  the  entire  unpaid
         principal  balance  of  this  Note  and  all  accrued  unpaid  interest
         immediately  due,  without  notice,  and the Company agrees to pay such
         amount immediately in such event. In the event of default,  the Company
         agrees to pay all of Holder's costs of collection, including attorney's
         fees; this shall include legal expenses for the bankruptcy  proceedings
         or insolvency  proceedings  (including  efforts to modify or vacate any
         automatic stay or  injunction),  court costs,  appeals,  post-judgement
         collection  expenses and any other amount  provided by law. The parties
         intend  this  provision  to be  given  the  most  liberal  construction
         possible  and to  apply  to  any  circumstances  in  which  such  party
         reasonably  incurs  expenses.  No delay or  omission on the part of any

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<PAGE>

         Holder  hereof in  exercising  any right or option herein given to such
         Holder shall impair such right or option or be  considered  as a waiver
         thereof or  acquiescence in any default  hereunder.  The Company hereby
         waives any applicable  statue of limitations,  presentment,  demand for
         payment, protest and notice of dishonor.

3.       Conversion.  The Holder  shall have  conversion  rights as follows (the
         "Conversion Rights"):

         3.1      Right To  Convert.  If such  amount  has not been paid in full
                  within six months from the date of issuance of this Note, this
                  Note shall be convertible,  at the option of the Holder,  into
                  fifty one (51%) percent of the issued and  outstanding  common
                  shares of the Company.

         3.2      Mechanics of  Conversion.  Before  Holder shall be entitled to
                  convert  this Note  into  shares  of  Common  Stock,  he shall
                  surrender  this Note at the office of the  Company,  and shall
                  give written notice in person, or by facsimile,  mail, postage
                  prepaid,  to the Company at its principal corporate office, of
                  Holder's  election to convert the Note and shall state therein
                  the name or names in which the certificate or certificates for
                  shares of Common  Stock are to be issued,  the address of such
                  persons to be used for record purposes,  and the address(s) to
                  which the certificate(s) should be delivered if different from
                  the record address.  Such notice shall be on the form attached
                  to this Note as  Exhibit  `A'.  The  Company  shall as soon as
                  practicable thereafter, issue and deliver to Holder, or to the
                  nominee or nominees of Holder,  a certificate or  certificates
                  for the number of shares of Common Stock to which Holder shall
                  be entitled as aforesaid.  Such conversion  shall be deemed to
                  have been made  immediately  prior to the close of business on
                  the date of such  surrender of the Note to be  converted,  and
                  the person or persons entitled to receive the shares of Common
                  Stock issuable upon such  conversion  shall be treated for all
                  purposes  as the record  holder or  holders of such  shares of
                  Common Stock as of such date.

         3.3      Voting  Rights.  If at any  time  or from  time to time  there
                  occurs matters that require a vote by the  shareholders of the
                  Company,  the Holder  shall have the right to cast votes equal
                  to the number of shares then convertible as of the date of the
                  vote required.

         3.4      No  Impairment.  The  Company  will not, by  amendment  of its
                  Articles  of  Incorporation  or  through  any  reorganization,
                  recapitalization,  transfer of assets, consolidation,  merger,
                  dissolution,   issue  or  sale  of  securities  or  any  other
                  voluntary  action,  avoid or seek to avoid the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist  in the  carrying  out of all  the  provisions  of this
                  Section  3 and in the  taking  of all  such  action  as may be
                  necessary or  appropriate  in order to protect the  Conversion
                  Rights of the Holder against impairment

         3.5      No Fractional  Shares and  Certificates  as to Conversion.  No
                  fractional shares shall be issued upon conversion of the Note,
                  and the number of shares of Common Stock to be issued shall be
                  rounded to the nearest whole share.

         3.6      Notices  of Record  Date.  In the  event of any  taking by the
                  Company of a record of the holders of any class of  securities
                  for the purpose of  determining  the  holders  thereof who are
                  entitled to receive any  dividend or other  distribution,  any
                  right to  subscribe  for,  purchase or  otherwise  acquire any
                  shares  of  stock  of any  class or any  other  securities  or
                  property,  or to receive any other  right,  the Company  shall
                  mail to Holder,  at least 20 days prior to the date  specified
                  therein, a notice specifying the date on which any such record
                  is to be taken for the purpose of such dividend, distribution,
                  or right,  and the  amount  and  character  of such  dividend,
                  distribution,  or right.  In the case of rights to acquire any
                  shares of stock or any other class of  securities or property,
                  Company shall grant to Holder the same rights as if the Holder
                  had converted his Note upon the Record Date.

         3.7      Reservation  of Stock  Issuable Upon  Conversion.  The Company
                  shall  at all  times  reserve  and keep  available  out of its
                  authorized but unissued  shares of Common Stock solely for the
                  purpose of effecting  the  conversion of the Notes such number
                  of  shares  of  Common  Stock  as shall  from  time to time be

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<PAGE>

                  sufficient to effect the conversion of all outstanding  Notes;
                  and if at any time  the  number  of  authorized  but  unissued
                  shares of Common Stock shall not be  sufficient  to effect the
                  conversion of all then-outstanding  Notes, in addition to such
                  other  remedies  as  shall be  available  to the  Holder,  the
                  Company will take such corporate action as may, in the opinion
                  of its counsel,  be necessary to increase its  authorized  but
                  unissued  shares of Common  Stock to such  number of shares as
                  shall be sufficient for such purposes.

         3.8      Notices. Any notice required by the provisions of this Section
                  3 to be given to the Holder shall be deemed given if deposited
                  in the United  States  mail,  postage  prepaid and  certified,
                  return receipt  requested and addressed to Holder of record at
                  his address appearing on the books of the Company.


4.       Security. The Company has granted the Holder a security interest in the
         collateral  set forth in the  Security  Agreement,  including,  but not
         limited to, all of the shares and assets of the Company.

5.       Entitlement to Cash Flow. Until the Note is paid in full, the Holder is
         entitled to fifteen  (15%) percent of the cash flow of the Company with
         cash flow defined as net income,  plus  depreciation and interest minus
         capital expenditures.

6.       Assignment. Subject to the restrictions on transfer herein, the Holder
         may transfer this Note in whole or in part, in the event of partial
         transfer(s), the Company will exchange this Note for new Notes as
         instructed by the Holder equal to the total of this Note, by
         endorsement and delivery in the same manner as any negotiable
         instrument transferable by endorsement and delivery. Until this Note is
         transferred on the Company books, the Company may treat the registered
         Holder of this Note as the absolute owner of this Note for all
         purposes, despite any notice to the contrary. The Company's obligations
         hereunder may not be transferred without prior written consent of the
         Holder; any attempt to transfer without consent shall be void ab
         initio.

7.       Restrictions  on  Transfer.  This Note and the stock  into  which it is
         convertible  have not been registered under the Securities act of 1933,
         as  amended,  of the  United  States  of  America  (the  "Act")  or the
         securities  laws of any sate of the United States ("State  Act").  This
         Note and the stock into which it is convertible  have been acquired for
         investment  and not with a view to, or in connection  with, the sale or
         distribution   thereof,   and  may  not  be  offered,   sold,  pledged,
         hypothecated.   Or  otherwise   transferred   for  value   directly  or
         indirectly, in the absence of an effective registration statement under
         the Act and compliance  with  applicable  State Acts, or pursuant to an
         exemption from  registration  under the Act and under  applicable State
         Acts, the  availability of which are established by means of an opinion
         to such effect.  In form and substance  satisfactory to the Company and
         rendered by legal counsel satisfactory to the Company. The certificates
         representing the shares into which this Note is convertible  shall bear
         the foregoing legend.

8.       Replacement. On receipt of evidence reasonably satisfactory to the
         Company of the loss, theft, destruction or mutilation of this Note and,
         in the event of such occurrence, on delivery of an indemnity agreement
         or bond reasonably satisfactory in form and amount to the Company or,
         in the case of mutilation, on surrender and cancellation of this Note,
         the Company at its expense will execute and deliver, in lieu of this
         Note, a new Note of like tenor. On surrender of this Note for exchange
         and subject to the provisions of this Note on compliance with the
         Securities Act, the Company, at its expense will issue to or on the
         order of the Holder of this Note a new Note or Notes of like tenor, in
         the name of that Holder or as that Holder (on payment by the Holder of
         any applicable transfer taxes) may direct, in the same total principal
         amount as this Note.

9.       Appointment of Agent.  The Company may, on written notice to the Holder
         of this Note, appoint an agent for the purposes of issuing Common Stock
         or other  securities on the conversion of this Note and of replacing or
         exchanging  this  Note;  and after  that  appointment  occurs  any such
         issuance, replacement, or exchange shall be made at that office by that
         agent.

10.      Restrictive  Covenant.  The Company agrees that it will provide us with
         twenty  four hour  notice  prior to entering  into any  agreements  for
         capital raising and the incurring of indebtedness and we shall have the
         option of approving of such agreement.

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<PAGE>

11.      Miscellaneous.

         11.1     Amendment. No supplement,  modification,  or amendment of this
                  Note shall be binding  unless  executed  in writing by all the
                  parties hereto.

         11.2     Waiver.  No waiver of any of the provisions of this Note shall
                  be  deemed,  or  shall  constitute,  a  waiver  of  any  other
                  provision,  whether  or not  similar,  nor  shall  any  waiver
                  constitute  a  continuing  waiver.  No waiver shall be binding
                  unless  executed  in writing by the party  making the  waiver.
                  Neither the acceptance of any partial or delinquent payment by
                  the Holder nor the  Holder's  failure to  exercise  any of its
                  rights or remedies on default by the Company shall be a waiver
                  by the Holder of any default or the Company  obligations under
                  this  Note,  or a  waiver  of any  subsequent  default  by the
                  Company.

         11.3     Timeliness.  Time is of the  essence of this Note and each and
                  all of its provisions.

         11.4     Notices. Notices given under this Note shall be in writing and
                  shall be delivered personally, by messenger, by certified U.S.
                  mail,  return  receipt  requested,  or by a  common  overnight
                  carrier  delivery  service.  Notices shall be deemed  received
                  upon  receipt  of  same.  Notices  to  the  Company  shall  be
                  addressed  to 2999 NE 191st  Street,  Penthouse 2, North Miami
                  Beach,  Florida 33180. Notices to the Holder shall be directed
                  to Holder at the Holder's  address of record on the  Company's
                  books.  A party may  change its  address  for notice by giving
                  written  notice to the  other  party in  accordance  with this
                  Section.

         11.5     Governing  Law and  Venue.  This Note  shall be  construed  in
                  accordance  with,  and  governed  by, the laws of the State of
                  Florida, and any action or proceeding,  including arbitration,
                  brought by any party in which this Note is a subject  shall be
                  brought in Florida

         11.6     Effect of Headings.  The headings of the sections of this Note
                  are included for purposes of  convenience  only, and shall not
                  affect  the  construction  or  interpretation  of  any  of its
                  provisions.

         11.7     Invalidity. Any provision of this Note which is invalid, void,
                  or illegal,  shall not affect, impair, or invalidate any other
                  provision of this Note, and such other provisions of this Note
                  shall remain in full force and effect.

         11.8     Professional Fees and Costs. If any legal or equitable action,
                  arbitration, or other proceeding,  whether on the merits or on
                  motion, are brought or undertaken,  or an attorney is retained
                  to  enforce  this Note,  or  because  of an  alleged  dispute,
                  breach,  default, or  misrepresentation in connection with any
                  of the  provisions  of  this  Note,  then  the  successful  or
                  prevailing  party or parties in such undertaking (or the party
                  that  would  prevail  if an  action  were  brought)  shall  be
                  entitled  to  recover  reasonable  attorney's  fees and  other
                  professional  fees and other costs  incurred  in such  action,
                  proceeding or discussions,  in addition to any other relief to
                  which such party would be  entitled.  The parties  intend this
                  provision be given the most liberal construction  possible and
                  to apply to any  circumstances  in which such party reasonably
                  incurs expenses.


                                             Old Fashioned Syrup Company.


                                                   By: /s/ David Goldberg




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<PAGE>



                                   EXHIBIT `A'

                                CONVERSION NOTICE


TO:      Old Fashioned Syrup Company
         2999 NE 191st Street,
         Penthouse 2
         North Miami Beach, Florida 33180
         Attn:    Corporate Secretary

         The  undersigned  owner of this  Senior  Secured  Convertible  Note due
October  15,  2004 (the  "Note")  issued by Old  Fashioned  Syrup  Company  (the
"Company") hereby irrevocably exercises its option to convert the amount owed on
the Note into fifty one (51%)  percent of the issued and  outstanding  shares of
Common  Stock of the  Company  in  accordance  with the terms of the  Note.  The
undersigned directs that the Common Stock and certificates therefore deliverable
upon conversion be registered in the name of and/or delivered to the undersigned
unless a different name has been indicated below. All capitalized terms used and
not defined  herein have the respective  meanings  assigned to them in the Note.
The conversion pursuant hereto shall be deemed to have been effected at the date
and time specified  below,  and at such time the rights of the  undersigned as a
Holder of the  Principal  Amount of the Note set forth above shall cease and the
Person or Persons in whose name or names the Common Stock  Issued at  Conversion
shall be  registered  shall be deemed to have  become  the  holder or holders of
record of the Common Shares represented  thereby and all voting and other rights
associated  with the  beneficial  ownership of such Common  Shares shall at such
time vest with such Person or Persons.

Date and time:


                                           ---------------------------------
                                           Signature

         Fill in for registration of Note:

Please print name and address
(including ZIP code number):

------------------------

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