This Note has not been registered under the Securities Act of 1933 or the
securities laws of any state, and it may not be offered, sold or otherwise
transferred, pledged or hypothecated unless and until the transaction is
registered or an opinion of counsel satisfactory to the Company is obtained to
the effect that such registration is not required.

LMIC, Inc.

                           CONVERTIBLE PROMISSORY NOTE

             This note supercedes the note executed August 14, 2003

$1,000,000.00                                                   Beltsville, MD
                                                                October 28, 2003

      LMIC, Inc. (the "Company" or "Maker"), a Delaware corporation, for value
received, promises to pay to Mr. Rod Whiton, an individual or any subsequent
registered holder of this Note (the "Holder"), On or after October 28, 2008 (the
"Maturity Date"), at the offices of LMIC, Inc. at 6435 Virginia Manor Road, or
at such other address or to such bank as Mr. Whiton or any subsequent holder of
this Note may from time to time designate, the principal sum of $1,000,000.00.
Until that time, LMIC will make simple interest payments which shall be computed
at an annual rate of 3%. Interest on this Note shall be due and payable annually
on each anniversary date hereof and on the date of full payment of the principal
amount of this Note. Payment of interest shall be made in lawful money of the
United States of America in federal or other immediately available funds, or at
the Company's option in registered shares of LMIC, Inc at a 5% discount on the
market price of LMIC Common Stock based upon an average of the last sale prices
of the Common Stock on the thirty (30) trading days prior to date of
determination. Payments shall be made at the registered address of the Holder on
the books of the Company or to a bank and for an account designated by Mr.
Whiton in a notice to the Company. Any payment of this Note coming due on a
Saturday, a Sunday, or a day which is a legal holiday in the place at which a
payment is to be made hereunder shall be made on the next succeeding day which
is a business day in such placer.

Section 1. Conversion

1.1 Conversion. The Holder may, at any time on or before the Maturity Date,
convert its principal and accrued interest into fully paid and restricted shares
of Common Stock, $0.01 par value, of the Company (the "Common Stock") or
Preferred Stock (if available), at the Conversion Price (as defined below) in
effect at the time of conversion.

1.2 Conversion Price. The Conversion Price into Common Stock shall be $25.00 per
share.

<PAGE>

Section 2. Adjustment of Conversion Rights

2.1 Recapitalization, Stock Dividend, Etc. If at any time or from time to time
the Company shall (1) by subdivision, consolidation or reclassification of
shares, or otherwise, change as a whole the outstanding shares of Common Stock
into a different number or class of shares, or (2) issue to the holders of the
outstanding shares of Common Stock a dividend consisting in whole or in part of
shares of Common Stock, then the Conversion Price and the number of shares
purchasable under the Note shall be appropriately adjusted.

2.2 Merger, Consolidation, Etc. If the Company shall consolidate with or merge
into another corporation, the Company shall make provision so that the Holder
will receive a security of such other corporation substantially similar to this
Note convertible into the securities or property to which a holder of the same
number of shares of Common Stock then deliverable upon the conversion hereof
would have been entitled upon such consolidation or merger, and the Company
shall take such steps in connection with such consolidation or merger as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to any securities or property
thereafter deliverable upon the conversion of this Note. A sale of all or
substantially all the assets of the Company for securities of another company
shall be deemed a consolidation or merger for the foregoing purposes.

Section 3. Prepayment

This Note may be prepaid, in whole or in part, at any time provided that the
Company gives the Holder at least thirty days prior written notice of its
intention to prepay.

Section 4. Amendment; Governing Law

This Note may be amended or modified only by a writing signed by the party or
parties against whom enforcement of any amendment or modification is sought.
This Note shall be governed by and construed under and in accordance with the
laws of the State of Maryland.

LMIC, Inc.


By: /s/ Luis Negrete
    -----------------------------------------
    Luis Negrete
    President & COO

By: /s/ Rod Whiton
    -----------------------------------------
    Rod Whiton


                                       2