NEITHER
THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
OTHERWISE QUALIFIED UNDER ANY STATE OR OTHER SECURITIES LAW.  NEITHER
THIS NOTE NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER
QUALIFICATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER
QUALIFICATION IS NOT REQUIRED.

     

    CONVERTIBLE
PROMISSORY NOTE

     

    
      
        	
                $666,667

              	
                December
      10, 2008

              


      

    

     

    FOR VALUE
RECEIVED, Sports Supplement Acquisition Group, Inc., a Delaware corporation (the
“COMPANY”), hereby unconditionally promises to pay to the order of PROVIANT TECHNOLOGIES, INC., a
corporation organized under the laws of the State of Illinois (“LENDER”), at 309
W. Hensley Rd., Champaign, Illinois 61826 or such other address given to the
Company by Lender, the principal sum of Six Hundred Sixty-Six Thousand Six
Hundred and Sixty-Seven ($666,667) Dollars, in lawful money of the United States
of America, together with interest (calculated on the basis of a 360-day year)
on the unpaid principal balance from day-to-day remaining, computed until
maturity at the rate per annum which shall from day-to-day be equal to the
Applicable Rate.

     

    1.     DEFINITIONS.
When used in this Note, the following terms shall have the respective meanings
specified herein or in the section referred to:

     

    “APPLICABLE
RATE” means seven percent (7%) per annum, except as otherwise provided in
SECTION 4.

     

    “BUSINESS
DAY” means any day other than a Saturday, Sunday, or other day on which a bank
is authorized to be closed under the laws of Illinois.

     

     “COMMON
STOCK” means the Common Stock, par value $0.001 per share, of the
Company.

     

    “COMPANY”
means Sports Supplement Acquisition Group, Inc.

     

    “CONVERSION
PRICE” means the Current Market Price less 25%, except as otherwise adjusted
pursuant to SECTION 8(e).


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “CURRENT
MARKET PRICE” means, when used with respect to any security as of any date, the
volume weighted average trading price during the ninety (90) Trading Days
determined by the last sale price, regular way, or, in case no such sale takes
place on such date, the closing bid price, regular way, of such security in
either case as reported on the Nasdaq Global Market, or, if such security is not
listed or admitted to trading on the Nasdaq Global Market, as reported on the
Nasdaq SmallCap Market, or if such security is not listed or admitted to trading
on any national or international securities exchange or the Nasdaq Global Market
or the Nasdaq SmallCap Market, the average of the high bid and low asked prices
of such security in the over-the-counter market as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System or such
other system then in use or, if such security is not quoted by any such
organization, the average of the closing bid and asked prices of such security
furnished by an New York Stock Exchange member firm selected by the Company. If
such security is not quoted by any such organization and no such New York Stock
Exchange member firm is able to provide such prices, then the Current Market
Price of such security shall be the fair market value thereof as determined in
good faith by the Board of Directors of the Company without any discount for
lack of marketability or minority interest.

     

    “DEFAULT
CONVERSION PRICE” means the Current Market Price less 35%, except as otherwise
set forth in any Other Note with a maturity date prior to the Maturity Date
and/or as adjusted pursuant to SECTION 8(e).

     

    “EVENT OF
DEFAULT” is defined in SECTION 4 hereof.

     

    “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended.

     

     “INTEREST
PAYMENT DATE” means (a) each January 1, April 1, July 1 and October 1 of each
calendar year during the term of this Note, and (b) the Maturity
Date.

     

     “LOAN
DOCUMENTS” means this Note, the Other Notes and all other documents evidencing
Obligation.

     

    “MATURITY
DATE” means December 10, 2011.

     

     “NOTE”
refers to this Convertible Promissory Note.

     

    “OBLIGATION”
shall mean all indebtedness, liabilities, and obligations, of the Company
arising under this Note, the Other Notes and any other Loan
Documents.

     

    “OTHER
NOTES” shall mean any Convertible Promissory Note, other than this Note, issued
by the Company to Lender.

     

    “PERSON”
means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, charitable foundation,
unincorporated organization, government or any agency or political subdivision
thereof, or any other entity.

     

     “SEC”
means the Securities and Exchange Commission and any successor
thereof.

     

    “TRADING
DAY” means each Monday, Tuesday, Wednesday, Thursday, and Friday, other than any
day on which securities are not traded on the applicable securities exchange or
in the applicable securities market.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    2.    
PAYMENT.

     

    (a)  
INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this
Note shall be due and payable as follows:

     

    (i)    Interest,
computed in accordance with the terms hereof, shall be due and payable quarterly
as it accrues on each Interest Payment Date, commencing on April 1, 2009;
and

     

    (ii)   the
unpaid principal of, and interest on, this Note shall be finally due and payable
on the Maturity Date.

     

    (b)   VOLUNTARY
PREPAYMENT. The Company reserves the right, upon fifteen (15) Business Days'
prior written notice to Lender, which notice shall set forth the Current Market
Price and all supporting calculations thereof, to prepay the outstanding
principal balance of this Note, in whole or in part, at any time and from time
to time. All prepayments shall be made together with payment of interest accrued
on the amount of principal being prepaid through the date of such
prepayment.

     

    (c)   PAYMENTS
GENERALLY. Except as otherwise provided herein, all payments of principal of and
interest on this Note shall be made by the Company to Lender by fedwire or other
immediately available funds. Should the principal of, or any installment of the
principal of or interest on, this Note become due and payable on any day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and interest shall be payable with respect to such
extension. Payments made to Lender by the Company hereunder shall be applied
first to accrued interest and then to principal.

     

    3.     WAIVER.
The Company waives presentment, demand, protest, notice of protest and
non-payment, or other notice of default, notice of acceleration and intention to
accelerate, or other notice of any kind, and agrees that its liability under
this Note shall not be affected by any renewal or extension in the time of
payment hereof, or in any indulgences, or by any release or change in any
security for the payment of this Note, and hereby consents to any and all
renewals, extensions, indulgences, releases, or changes, regardless of the
number of such renewals, extensions, indulgences, releases, or
changes.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    4.    
EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if
any one or more of the following events shall occur and be continuing: (a) the
Company shall fail to pay when due any principal of, or interest upon, this Note
or the Obligation and such failure shall continue for five (5) Business Days
after such payment became due; or (b) the Company shall fail to perform any of
the covenants or agreements contained herein or in any other Loan Document and
such failure shall continue unremedied for thirty (30) days after written notice
thereof; or (c) any representation or warranty made by the Company to Lender
herein or in any other Loan Document shall prove to be untrue or inaccurate in
any material respect; or (d) an event of default shall occur with respect to any
Other Note pursuant to its terms; or (e) the Company shall (1) apply for or
consent to the appointment of a receiver, trustee, intervener, custodian, or
liquidator of itself or of all or a substantial part of its assets, (2) be
adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or
admit in writing that it is unable to pay its debts as they become due, (3) make
a general assignment for the benefit of creditors, (4) file a petition or answer
seeking reorganization or an arrangement with creditors or to take advantage of
any bankruptcy or insolvency laws, or (5) file an answer admitting the material
allegations of, or consent to, or default in answering, a petition filed against
it in any bankruptcy, reorganization, or insolvency proceeding, or take
corporate action for the purpose of effecting any of the foregoing; or (f) an
order, judgment, or decree shall be entered by any court of competent
jurisdiction or other competent authority approving a petition seeking
reorganization of the Company appointing a receiver, trustee, intervener, or
liquidator of the Company, or of all or substantially all of its assets, and
such order, judgment, or decree shall continue unstayed and in effect for a
period of thirty (30) days; or (g) the dissolution or liquidation of the
Company; or (h) the Company shall default in the payment of any indebtedness of
such Company in excess of $250,000 individually or in the aggregate or default
shall occur in respect of any note or credit agreement relating to any such
indebtedness and such default shall continue for more than the period of grace,
if any, specified therein; or (i) any final judgment(s) for the payment of money
in excess of the sum of $250,000 individually or in the aggregate shall be
rendered against the Company and such judgment(s) shall not be satisfied or
discharged at least ten (10) days prior to the date on which any of the
Company's assets could be lawfully sold to satisfy such
judgment(s).

     

    Upon the
occurrence of any Event of Default hereunder, then the holder hereof may, at its
option, (i) (A) declare the entire unpaid principal balance and accrued interest
upon the Obligation to be immediately due and payable and such unpaid principal
balance and accrued interest upon the Obligation shall accrue interest
thereafter at the rate of twelve percent (12%) per annum, and (B) pursue and
enforce any of Lender's rights and remedies available pursuant to this Note, the
Other Notes, or any applicable law or agreement; provided, however, in the case
of any Event of Default specified in PARAGRAPH (e) or (f) of this SECTION 4 with
respect to the Company, without any notice to the Company or any other act by
Lender, the principal balance and interest accrued on this Note shall become
immediately due and payable and such unpaid principal balance and accrued
interest upon the Obligation shall accrue interest thereafter at the rate of
twelve percent (12%) per annum; or (ii) exercise its conversion rights arising
upon an Event of Default set forth in SECTION 8.

     

         In
addition, upon an Event of Default, Lender shall have the right to nominate one
additional director to the Board of Directors of the Company pursuant to that
certain Voting Agreement of even date herewith by and between the Company and
Lender.


     

    5.     REPRESENTATIONS
AND COVENANTS.

     

    (a)   REPRESENTATIONS.
The Company represents and warrants to Lender that:

     

    (i)    The
Company is duly organized and in good standing under the laws of the state of
its incorporation, formation, or organization;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (ii)   The
Company has full power and authority to enter into this Note and the other Loan
Documents, to execute and deliver the Loan Documents, and to incur the
obligations provided for in the Loan Documents, all of which has been duly
authorized by all necessary action.

     

    (iii)  the
Loan Documents are the legal and binding obligations of the Company, enforceable
in accordance with their respective terms;

     

    (iv)  neither
the execution and delivery of this Note and the other Loan Documents, nor
consummation of any of the transactions herein or therein contemplated, nor
compliance with the terms and provisions hereof or thereof, will contravene or
conflict with any provision of law, statute, or regulation to which the Company
is subject or any judgment, license, order, or permit applicable to the Company
or any indenture, mortgage, deed of trust, or other instrument to which the
Company may be subject; no consent, approval, authorization, or order of any
court, governmental authority, or third party is required in connection with the
execution, delivery, and performance by the Company of this Note or any of the
other Loan Documents or to consummate the transactions contemplated herein or
therein.

     

    (b)   AFFIRMATIVE
COVENANTS. Until payment in full of the Obligation, the Company agrees and
covenants that the Company shall:

     

    (i)    conduct
its business in an orderly and efficient manner consistent with good business
practices and in accordance with all valid regulations, laws, and orders of any
governmental authority and will act in accordance with customary industry
standards in maintaining and operating its assets, properties, and
investments;

     

    (ii)   maintain
complete and accurate books and records of its transactions in accordance with
generally accepted accounting principles, and, if an Event of Default exists,
will give Lender access during business hours to all books, records and
documents of the Company and permit Lender to make and take away copies thereof,
provided the Lender signs a confidentiality agreement;

     

    (iii)  upon
the registration of the Company’s shares of Common Stock under the Exchange Act,
furnish to Lender (i) unless
the  following are filed with the SEC through EDGAR and
are  available to the
public  through  EDGAR,  within two (2) Business
Days after the filing thereof with the SEC, a copy of Company’s Annual Reports
on Form 10-K, its Quarterly  Reports on Form 10-Q, any
Current  Reports on Form 8-K and
any  registration  statements  (other than on Form
S-8) or amendments  filed pursuant to the Securities Act of 1933, as
amended;  (ii) on the same day as the
release  thereof,  facsimile or email copies of all press
releases  issued by Company;  and (iii) copies of any
notices and other information made available or given to the stockholders of
Company generally, contemporaneously with the making available or giving thereof
to the stockholders;

     

    (iv)  furnish
to Lender, immediately upon becoming aware of the existence of any condition or
event constituting an Event of Default or event which, with the lapse of time
and/or giving of notice would constitute an Event of Default, written notice
specifying the nature and period of existence thereof and any action which the
Company is taking or proposes to take with respect thereto;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (v)   promptly
notify Lender of: (A) any material adverse change in its financial condition or
business; (B) any default under any material agreement, contract, or other
instrument to which the Company is a party or by which any of its properties are
bound, or any acceleration of any maturity of any indebtedness owing by the
Company; (C) any material adverse claim against or affecting the Company or any
of its properties; and (D) any litigation, or any claim or controversy which
might become the subject of litigation, against the Company or affecting the
Company's property, if such litigation or potential litigation might, in the
event of an unfavorable outcome, have a material adverse effect on the Company's
financial condition or business or might cause an Event of Default;

     

    (vi)  promptly
furnish to Lender, at Lender's reasonable request, such additional financial or
other information concerning assets, liabilities, operations, and transactions
of the Company as Lender may from time to time reasonably request, subject to
restrictions imposed by state and federal securities laws;

     

    (vii) promptly
pay all lawful claims, whether for labor, materials, or otherwise, which might
or could, if unpaid, become a lien or charge on any property or assets of the
Company, unless and to the extent only that the same are being contested in good
faith by appropriate proceedings and reserves have been established
therefor;

     

    (viii)
maintain on its properties insurance of responsible and reputable companies in
such amounts and covering such risks as is prudent and is usually carried by
companies engaged in businesses similar to that of the Company; the Company
shall furnish Lender, on request, with certified copies of insurance policies or
other appropriate evidence of compliance with the foregoing
covenant;

     

    (ix)  comply
with all applicable legal requirements of any governmental
authority;

     

    (x)   preserve
and maintain all licenses, privileges, franchises, certificates, and the like
necessary for the operation of its business; and

     

    (xi)  pay
and discharge all taxes, assessments, and governmental charges or levies imposed
upon it or upon its income or profits, or upon any property belonging to it,
before such amounts become delinquent.

     

     (c)  NEGATIVE
COVENANTS. Until payment in full of the Obligation, the Company covenants that
the Company shall not without the prior written consent of Lender, in its sole
and absolute discretion, (A) sell all or substantially all the Company's assets,
or (B) pay any dividends on any of its outstanding capital stock, or purchase,
redeem, or repurchase any of its capital stock.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (d)   REPRESENTATIONS.
The Lender represents and warrants to the Company that:

     

    (i) it is
an “accredited investor” as defined under the Securities Act, and the SEC’s
Regulation D promulgated thereunder and agrees not to engage in hedging
transactions unless in compliance with the Securities Act;

     

    (ii) it
has carefully considered the resulting answers and all other information
available to the undersigned with respect to the Company;

     

    (iii) it
has relied solely upon the investigations of the Company made by or on behalf of
the Lender in evaluating the suitability of an investment in the Company, and
the Lender recognizes that an investment in the Company involves a high degree
of risk;

     

    (iv) it
has been advised that there is not currently a market for the shares of Common
Stock and it may be difficult to readily liquidate this investment;

     

    (v) it
understands that no securities administrator of any state has made any finding
or determination relating to the fairness of this investment and that no
securities administrator of any state has recommended or endorsed, or will
recommend or endorse, the Note or the underlying equity of the Company into
which the Note may be converted;

    


    (vi) it
will not attempt to sell, transfer, assign, pledge or otherwise dispose of all
or any portion of the Note or Common Stock issuable upon conversion thereof
unless it is registered under the Securities Act or unless in the opinion of
counsel satisfactory to the Company an exemption from such registration is
available; and

    


    (vii) it
has received no general solicitation or general advertising (including
communications published in any newspaper, magazine or other broadcast) and that
no public solicitation or advertisement with respect to the offering of the Note
or Common Stock has been made to it.

    


    6.     NO
WAIVER. No waiver by Lender of any of its rights or remedies hereunder or under
any other document evidencing or securing this Note or otherwise, shall be
considered a waiver of any other subsequent right or remedy of Lender; no delay
or omission in the exercise or enforcement by Lender of any rights or remedies
shall ever be construed as a waiver of any right or remedy of Lender; and no
exercise or enforcement of any such rights or remedies shall ever be held to
exhaust any right or remedy of Lender.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    7.     USURY
LAWS. Regardless of any provision contained in this Note, Lender shall never be
deemed to have contracted for or be entitled to receive, collect, or apply as
interest on this Note (whether termed interest herein or deemed to be interest
by judicial determination or operation of law) any amount in excess of the
maximum rate which may lawfully be charged (the “Maximum Rate”), in the event
that Lender ever receives, collects, or applies as interest any such excess,
such amount which would be excessive interest shall be applied to the reduction
of the unpaid principal balance of this Note, and, if the principal balance of
this Note is paid in full, then any remaining excess shall forthwith be paid to
the Company. In determining whether or not the interest paid or payable under
any specific contingency exceeds the highest Maximum Rate, the Company and
Lender shall, to the maximum extent permitted under applicable law, (a)
characterize any non-principal payment (other than payments which are expressly
designated as interest payments hereunder) as an expense or fee rather than as
interest, (b) exclude voluntary prepayments and the effect thereof, and (c)
spread the total amount of interest throughout the entire contemplated term of
this Note so that the interest rate is uniform throughout such term; provided,
that if this Note is paid and performed in full prior to the end of the full
contemplated term hereof, and if the interest received for the actual period of
existence thereof exceeds the Maximum Rate, if any, then Lender or any holder
hereof shall refund to the Company the amount of such excess, or credit the
amount of such excess against the aggregate unpaid principal balance of all
advances made by the Lender or any holder hereof under this Note at the time in
question.

     

    8.     CONVERSION
RIGHTS.

     

    (a)   CONVERSION
PRIVILEGE GENERALLY. During the period of time commencing on the date hereof and
continuing until the payment in full of this Note absent an Event of Default,
Lender, at its option may convert all or any portion of outstanding principal
balance of this Note into the number of Shares of Common Stock obtained by
dividing (i) the unpaid principal amount of, and interest through the date of
conversion on, this Note to be converted, by (ii) the Conversion
Price.

     

    (b)   CONVERSION
PRIVILEGE UPON EVENT OF DEFAULT.  Upon the occurrence of an Event of
Default, Lender, at its option may convert all or any portion of outstanding
principal balance of and accrued interest upon this Note and the Other Notes
into the number of Shares of Common Stock obtained by dividing (i) the unpaid
principal amount of, and interest through the date of conversion on, this Note
and the Other Notes to be converted, by (ii) the Default Conversion
Price.

     

    (c)   CONVERSION
PROCEDURE. To convert this Note pursuant to this SECTION 8, Lender
must

     

    (i)
complete and sign a “Form of Election to Convert” attached hereto as Exhibit
A;

     

    (ii) pay
any transfer or similar tax if required by SECTION 8(f); and

     

    (iii) if
the conversion is of the entire unpaid principal of and accrued interest upon
this Note, then surrender this Note to the Company. As promptly as practicable
after delivery of an Election to Convert in accordance with this SECTION 8(c),
the Company shall issue and deliver to Lender a certificate or certificates for
the full number of whole shares of Common Stock.

     

    (d)   CASH
PAYMENTS IN LIEU OF FRACTIONAL SHARES. No fractional shares of Common Stock,
scrip representing fractional shares of Common Stock, or Warrants for fractional
shares of Common Stock shall be issued upon conversion of the principal of, or
interest on, this Note. If any fractional share of Common Stock would be
issuable upon the conversion of any portion of this Note, the Company shall pay
a cash adjustment therefor in respect of such fractional share equal to the
product of (i) the percentage representing such fractional share multiplied by
(ii) the applicable Conversion Price or Default Conversion Price, as the case
may be.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (e)   EFFECT
OF RECLASSIFICATION, CONSOLIDATION, MERGER, OR SALE. In the event of (i) any
reclassification (including, without limitation, a reclassification effected by
means of an exchange or tender offer by the Company) but excluding a change in
par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination), (ii) any consolidation, merger
or combination of the Company with another corporation as a result of which
holders of Common Stock shall be entitled to receive securities or other
property (including cash) with respect to or in exchange for Common Stock or
(iii) any sale or conveyance of the property of the Company as, or substantially
as, an entirety to any other corporation as a result of which holders of Common
Stock shall be entitled to receive securities or other property (including cash)
with respect to or in exchange for Common Stock, then the Company or the
successor or purchasing corporation, as the case may be, shall enter into an
Amended and Restated Note providing that this Note shall be convertible into the
kind and amount of securities or other property (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance which Lender would have received if this Note had been converted
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance. Such Amended and Restated Note shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this SECTION 8. Whenever an Amended and Restated
Note is entered into as provided herein, the Company shall promptly provide
Lender with an Officer's Certificate setting forth a brief statement of the
facts requiring such Amended and Restated Note. The provisions of this SECTION 8
shall similarly apply to all successive events of the type described in this
SECTION 8.

     

    (f)    TAXES
ON SHARES ISSUED. The issuance of a certificate or certificates on conversion of
this Note shall be made without charge to the Lender for any tax or charge with
respect to the issuance thereof. The Company shall not, however, be required to
pay any tax or charge which may be payable with respect to any transfer involved
in the issuance and delivery of a certificate or certificates in any name other
than that of Lender, and the Company shall not be required to issue or deliver
any such certificate or certificates unless and until the Person or Persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or charge or shall have established to the satisfaction of the Company
that such tax or charge has been paid.

     

    (g)   RESERVATION
OF SHARES; SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENT REQUIREMENTS. The
Company shall reserve, out of its authorized but unissued Common Stock or its
Common Stock held in treasury, sufficient shares of Common Stock to provide for
the conversion of all of this Note.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Before
taking any action which would cause an adjustment reducing the Conversion Price
or the Default Conversion Price, as the case may be, below the then par value,
if any, of the Common Stock issuable upon conversion of this Note, the Company
will take all corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue Common Stock
at such adjusted Conversion Price or Default Conversion Price, as the case may
be. The Company covenants that all Common Stock which may be issued upon
conversion of this Note will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issuance and delivery thereof. The Company covenants that if any
Common Stock issued or delivered upon conversion of this Note hereunder requires
registration with or approval of any governmental authority under any applicable
federal or state law (excluding federal or state securities laws) before such
Common Stock may be lawfully issued, the Company will in good faith and as
expeditiously as possible endeavor to secure such registration or approval, as
the case may be.

     

    (h)   NOTICE
TO LENDER PRIOR TO CERTAIN ACTIONS. In the event that:

     

    (i)    the
Company shall declare or authorize any event which could result in an adjustment
in the Conversion Price or the Default Conversion Price, as the case may be,
under SECTION 8(e) or require the execution of an Amended and Restated Note;
or

     

    (ii)   the
Company shall authorize the combination, consolidation or merger of the Company
for which approval of any stockholders of the Company is required, the sale or
transfer of all or substantially all of the assets of the Company or the
voluntary or involuntary dissolution, liquidation or winding-up of the Company
in whole or in part; then, in each such case, the Company shall give or cause to
be given to Lender, as promptly as possible but in any event at least seven (7)
Business Days prior to the applicable date hereinafter specified, a notice
stating the date on which a record is to be taken for the purpose of determining
the holders of outstanding Common Stock entitled to participate in such event,
the date on which such event is expected to become effective or occur and the
date on which it is expected that holders of outstanding Common Stock of record
shall be entitled to surrender their shares, or receive any items, in connection
with such event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

     

     9.    NOTICE.
Whenever this Note requires or permits any notice, approval, request, or demand
from one party to another, the notice, approval, request, or demand must be in
writing and shall be deemed to have been given when personally served or when
deposited in the United States mails, registered or certified, return receipt
requested, addressed to the party to be notified at the following address (or at
such other address as may have been designated by written
notice):


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                Lender:

              	
                To
      the address in the first paragraph hereof

              
	 
      	 
      	 
      
	 
      	
                The
      Company:

              	
                Sports
      Supplement Acquisition Group, Inc.

                2348
      Lucerne Road, Suite 172

                Mount-Royal,
      QC H3R 2J8

                Attention:
      James Klein

              


      

    

     

    10.   AMENDMENT.
This Note may be amended or modified only by written instrument duly executed by
the Company and Lender.

     

    11.   COSTS.
If this Note is placed in the hands of an attorney for collection, or if it is
collected through any legal proceeding at law or in equity, or in bankruptcy,
receivership, or other court proceedings, then the Company agrees to pay all
costs of collection, including, but not limited to, court costs and reasonable
attorneys' fees, including all costs of appeal.

     

    12.   SUCCESSORS
AND ASSIGNS. This Note shall inure to the benefit of Lender and its successors
and assigns; provided, however, Lender may not (without the prior written
consent of the Company, such consent not to be unreasonably withheld or delayed
and such consent not to be required if an Event of Default exists) assign or
negotiate this Note to any Person.

     

    13.   GOVERNING
LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED, AND APPLIED IN
ACCORDANCE WITH THE LAWS OF ILLINIOS.

     

    14.   FINAL
AGREEMENT. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
AGREEMENTS BETWEEN THE PARTIES (OTHER THAN SUBSEQUENT WRITTEN AMENDMENTS). THERE
ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
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                SPORTS
      SUPPLEMENT ACQUISITION GROUP, INC.:

              
	 
      	 
      
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                By:
      /s/ James Klein

              
	 
      	 
      
	 
      	
                Name:
      James Klein

              
	 
      	 
      
	 
      	
                Title:
      Chief Executive Officer

              


      

    

     

    
      
        	 
      	
                PROVIANT
      TECHNOLOGIES, INC.:

              
	 
      	 
      
	 
      	
                An
      Illinois Corporation

              
	 
      	 
      
	 
      	
                By:
      /s/ Ramlakhan Boodram

              
	 
      	 
      
	 
      	
                Name:   Ramlakhan
      Boodram

              
	 
      	 
      
	 
      	
                Title:   President

              


      

    


    
      
         


      

      
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    EXHIBIT
A

     

    FORM
OF ELECTION TO CONVERT

    


    (To be
executed by Lender upon conversion of the Note)

     

    TO:     SPORTS
SUPPLEMENT ACQUISITION GROUP, INC.

     

    The
undersigned, holder of that certain Convertible Note in the original Principal
Amount of $666,667, dated as of December 10, 2008 (the “Note”), issued by Sports
Supplement Acquisition Group, Inc. (the “Company”), hereby exercises
his/her/its right to convert unpaid principal of, and accrued interest upon, the
Note, equal to $_______________, into Common Stock of the Company pursuant to
the terms of the Note.

     

    Please
issue the Common Stock, as applicable, as follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      
	
                                                Print
      or Type Name

                                              
	 
      
	 
	
                                                Social
      Security or Other Identifying Number

                                              
	 
      
	 
	
                                                Street
      Address

                                              
	 
      
	 
	
                                                City

                                              	
                                                State

                                              	
                                                Zip
      Code

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    and
deliver it to the above address, unless a different address is indicated
below.

    


    The
undersigned hereby warrants and represents that it is (A) an “accredited
investor” as defined under the Securities Act, and the SEC’s Regulation D
promulgated thereunder; or (B) not a U.S. person (as defined in Rule 902(o) of
the Securities Act of 1933, as amended (the “Securities Act”)), is not acquiring
the shares of Common Stock purchased hereunder for the account or benefit of any
U.S. person, will resell the shares of Common Stock purchased hereunder, and the
Shares of Common Stock of Common Stock issuable upon conversion of such shares
of Common Stock, only in accordance with (1) the provisions of Regulation S
promulgated under the Securities Act (“Regulation S”), (2) pursuant to
an effective registration statement under the Securities Act, or
(3) pursuant to an available exemption from registration under the
Securities Act, and only in compliance with the terms and provisions of this
Agreement; and agrees not to engage in hedging transactions unless in compliance
with the Securities Act

    


    
      
        	
                Dated:
    ______________

              	 
      	 
      
	 
      	 
      	
                Signature

              


      

    

     

    
      
         


      

      
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