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 PERFISANS HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                      SENIOR SECURED CONVERTIBLE DEBENTURE
                      ------------------------------------
         FOR VALUE RECEIVED,  PERFISANS HOLDINGS,  INC., a Maryland  corporation
(the  "BORROWER"  or the  "COMPANY"),  hereby  promises to pay to Alfred  Morgan
Capital Ltd. (the "HOLDER") or its registered assigns or successors in interest,
the sum of One hundred and fifty thousand dollars ($150,000),  together with any
accrued and unpaid interest  hereon,  on March 15, 2009 (the "MATURITY DATE") if
not sooner paid or converted.

         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

         1.1 (a) INTEREST RATE. Subject to Sections 1.1(b), 4.12 and 5.6 hereof,
interest  payable on this Note shall  accrue at a rate per annum (the  "Interest
Rate") equal to seven percent (7%) per annum.  Interest on the Principal  Amount
shall be  payable  semi-annually  in cash or  common  stock,  at the  Borrower's
option.  Beginning on the six (6)-month anniversary of the Closing of each Note,
and continuing on the same day of each successive month thereafter,  the Company
MUST  prepay  1/24th of the  aggregate  face  amount of the Notes (the  "Monthly
Amount"),, plus all accrued interest thereon, either in cash or in Common Stock,
at the Company's option (each, a "REPAYMENT DATE").


<PAGE>

                                    ARTICLE II
                                    REPAYMENT

         2.1 (a)  PAYMENT  OF  MONTHLY  AMOUNT IN CASH OR COMMON  STOCK.  If the
Monthly  Amount (or a portion  thereof of such Monthly Amount if such portion of
the Monthly Amount would have been converted into shares of Common Stock but for
Section  2.2) is required to be paid in cash,  then the  Borrower  shall pay the
Holder an amount equal to 102% of the Monthly Amount due and owing to THE Holder
on the  Repayment  Date in cash.  If the  Monthly  Amount  (or a portion of such
Monthly  Amount if not all of the Monthly Amount may be converted into shares of
Common  Stock  pursuant to this  Section)  may be paid in shares of Common Stock
pursuant to this  Section the number of such shares to be issued by the Borrower
to the Holder on such  Repayment Date (in respect of such portion of the Monthly
Amount converted into shares of Common Stock), shall be the number determined by
dividing (x) the Monthly Amount to be converted into shares of Common Stock,  by
(y) an amount equal to a 20% discount to the volume weighted  average price (the
"VWAP") of the  Company's  common  stock for the ten  trading  days  immediately
preceding (but not including)  the applicable  Repayment  Date. The Borrower may
not elect to pay a Monthly  Amount due on a  Repayment  Date in Common  Stock in
amount of shares of Common  Stock which would  exceed in the  aggregate  for all
Holders of Notes  similar to this Note,  fifteen  percent (15%) of the aggregate
daily  trading  volume for the seven trading days  preceding the Repayment  Date
multiplied by the average volume  weighted  average price of the Common stock as
reported by  Bloomberg,  L.P.  for the  Principal  Market using the AQR function
("VWAP") for the seven trading days preceding the "Repayment Date." The right to
repay the Note in shares of common  stock on each  Repayment  Date is subject to
the condition that the  registration  statement  registering such shares must be
effective  and available  for use by the Holder on each  Repayment  Date and the
Borrower  must give the  Holder  ten (10) days  notice of its  intent to utilize
shares for the repayment.

                  (b) APPLICATION OF CONVERSION  AMOUNTS.  Any amounts converted
by the  Holder  pursuant  to  Sections  2.1 or 3  hereof,  shall  be  deemed  to
constitute  payments of, or applied against,  (i) first,  outstanding fees, (ii)
second,  accrued interest on the Principal Amount, and (iii) third the Principal
Amount.

         2.2 NO EFFECTIVE REGISTRATION. Notwithstanding anything to the contrary
herein,  no amount  payable  hereunder may be converted into Common Stock unless
(a) either (i) an effective  current  Registration  Statement (as defined in the
Registration  Rights Agreement) covering the shares of Common Stock to be issued
in  satisfaction  of  such  obligations   exists,  or  (ii)  an  exemption  from
registration  of the  Common  Stock  is  available  pursuant  to Rule 144 of the
Securities Act, and (b) no 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 REDEMPTION OF PRINCIPAL AMOUNT. The Borrower will have the
option to redeem the Note within  thirty (30)  business  days advance  notice by
prepaying up to 50% of the outstanding Principal Amount ("OPTIONAL REDEMPTION"),
in whole or in part, by paying to the Holder a sum of money equal to one hundred
twenty  percent  (120%) of the  Principal  Amount to be


<PAGE>

redeemed,  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
Purchase Agreement or any Related Agreement (the "REDEMPTION AMOUNT") on the day
written notice of the optional  redemption is given to the Holder. The Notice of
the Optional Redemption shall specify the date for such Optional Redemption (the
"REDEMPTION PAYMENT DATE"), which date shall be not less than seven (7) business
days after the date of the Notice of Redemption  (the  "REDEMPTION  PERIOD").  A
Notice of the Optional  Redemption  shall not be  effective  with respect to any
portion of the Principal  Amount for which the Holder has a pending  election to
convert  pursuant to Section  3.1, or for  conversions  initiated or 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  the  Optional
Redemption.  On the Redemption Payment Date, the Redemption Amount shall be paid
in good  funds  to the  Holder.  In the  event  the  Borrower  fails  to pay the
Redemption Amount on the Redemption Payment Date as set forth herein,  then such
Notice of the Optional Redemption will be null and void.

                                   ARTICLE III
                                CONVERSION RIGHTS

         3.1.  HOLDER'S  CONVERSION  RIGHTS.  Subject to Section 2.2, 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  pursuant to
Section 3.3.

         3.2 MANDATORY  CONVERSION.  The Company may cause the Holder to convert
the Notes into Common Stock if (i) the  condition in Section 2.2 is met; (ii) if
the closing price of the Common Stock exceeds 200% of the Conversion Price, then
in effect, for each of the twenty consecutive trading days immediately preceding
the date that the Mandatory Conversion Notice is given by the Company; and (iii)
the  average  daily  trading  volume  for  the  Common  Stock  during  such  ten
consecutive  trading  day  period  exceeds  500,000  shares.  After,  the  above
conditions  are met, the Company may give the Holder  notice that it is required
to convert the Note (the "Mandatory Conversion Notice").

         3.3 MECHANICS OF HOLDER'S CONVERSION.  (a) In the event that the Holder
elects to convert any  amounts  outstanding  under this Note into  Common  Stock
pursuant to Section 3.1 hereof, the Holder shall give notice of such election by
delivering  an  executed  and  completed  notice of  conversion  (a  "NOTICE  OF
CONVERSION")  to the  Borrower,  which  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


<PAGE>

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 a Notice  of  Conversion,  the
Borrower will issue instructions to the transfer agent accompanied by an opinion
of counsel,  if so required by the  Borrower's  transfer  agent,  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.  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 shares of 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 pursuant to this Article III will be convertible at
the option of the holder at any time after the Closing into Common  Stock,  at a
fixed  conversion  price per share of $0.10 or it will be equal to Seventy  Five
(75%) percent of the five-day average closing price for the five days preceding,
but not including, the Closing Date whichever is the lowest. In the event of any
conversions of outstanding  obligations under this Note in part pursuant to this
Article III,  such  conversions  shall be deemed to constitute  conversions  (i)
first,  of the  Monthly  Amount for the  current  calendar  month,  (ii) then of
outstanding  Principal  Amount,  by applying  the  conversion  amount to Monthly
Principal Amounts for the remaining Repayment Dates in chronological  order, and
(iii) then of the accrued interest on the Principal Amount.

                  (b)  ADJUSTMENTS.  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.  RESERVATION  OF  SHARES.  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


<PAGE>


         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. 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 REPLACEMENT  NOTE. Upon any partial  conversion of this
Note, a replacement  Note  containing  the same date and provisions of this Note
shall,  at the written  request of the Holder,  be issued by the Borrower to the
Holder for the outstanding  Principal  Amount of this Note and accrued  interest
which  shall not have been  converted  or paid.  Subject  to the  provisions  of
Article IV, the Borrower will pay no costs,  fees or any other  consideration to
the Holder for the production and issuance of a replacement Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

           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
immediately due and payable.  In the event of such an  acceleration,  the amount
due and owing to the Holder shall be one hundred  twenty  percent  (120%) of the
outstanding  principal  amount of the Note (plus accrued and unpaid interest and
fees,  if any) (the  "DEFAULT  PAYMENT").  The Default  Payment shall be applied
first to any fees due and payable to Holder  pursuant to this Note, the Purchase
Agreement or the Related Agreements,  then to accrued and unpaid interest due on
the Note and then to outstanding principal balance of the Note.

         The occurrence of any of the following events set forth in Sections 4.1
through 4.10, inclusive, 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,  and in any such case,
such failure shall continue for a period of five (5) business days following the
date upon which any such payment was due.

         4.2 BREACH OF COVENANT. The Borrower breaches any covenant or any other
term  or  condition  of this  Note or the  Purchase  Agreement  in any  material
respect,  or the Borrower or the  Subsidiary  breaches any covenant or any other
term or condition of any Related Agreement in any


<PAGE>

material respect and, any such case, such breach, if subject to cure,  continues
for a period of fifteen (15) days after the occurrence thereof.

         4.3 BREACH OF  REPRESENTATIONS  AND WARRANTIES.  Any  representation or
warranty made by the Borrower in this Note or the Purchase Agreement,  or by the
Borrower or the Subsidiary in any Related Agreement, shall, in any such case, be
false or misleading in any material respect on the date that such representation
or warranty was made or deemed made.

         4.4 RECEIVER OR TRUSTEE.  The Borrower or the Subsidiary  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 the  Subsidiary  or any of their
respective  property or other  assets for more than  $200,000  and shall  remain
unvacated, unbonded or unstayed for a period of thirty (30) 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 or the
Subsidiary.

         4.7 STOP TRADE.  An SEC stop trade order or  Principal  Market  trading
suspension of the Common Stock shall be in effect for five (5) consecutive  days
or five (5) days during a period of ten (10) consecutive days,  excluding in all
cases a suspension of all trading on a Principal Market.  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
shall fail (i) to timely deliver  Common Stock to the Holder  pursuant to and in
the form required by this Note, and the Purchase  Agreement,  if such failure to
timely deliver Common Stock shall not be cured within three (3) business days or
(ii) to  deliver a  replacement  Note to Holder  within ten (10)  business  days
following the required date of such issuance pursuant to this Note, the Purchase
Agreement  or  any  Related   Agreement  (to  the  extent  required  under  such
agreements).

         4.9  DEFAULT  UNDER  RELATED   AGREEMENTS  OR  OTHER  AGREEMENTS.   The
occurrence  and  continuance of any Event of Default (as defined in the Purchase
Agreement or any Related  Agreement)  or any event of default (or similar  term)
under any other indebtedness.

         4.10 CHANGE IN CONTROL.  The occurrence of a change in the  controlling
ownership of the Borrower.


<PAGE>

                           DEFAULT RELATED PROVISIONS

         4.11  RESERVATION.  During  the  period the  conversion  right  exists,
Borrower  will reserve from its  authorized  and unissued  Common Stock not less
than one hundred fifty percent (150%) of the 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.

         4.12 DEFAULT  INTEREST  RATE.  Following the  occurrence and during the
continuance of an Event of Default,  the Borrower shall pay additional  interest
on  this  Note in an  amount  equal  to two  percent  (2%)  per  month,  and all
outstanding  obligations  under  this Note,  including  unpaid  interest,  shall
continue  to accrue  such  additional  interest  from the date of such  Event of
Default until the date such Event of Default is cured or waived.

         4.13  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.

         4.14  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.

         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 Arthur S.  Marcus,  Esq.  facsimile
number (212)  980-5192,  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.


<PAGE>


         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.  This Note shall not be assigned by the
Borrower without the consent of the Holder.

         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.

         5.7 SECURITY INTEREST.  The Holder has been granted a security interest
in all the assets of the Borrower and the Subsidiary as more fully  described in
the Security Agreement dated as of the date hereof.

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.]


<PAGE>


         IN WITNESS  WHEREOF,  the Borrower has caused this Note to be signed in
its name effective as of this 15th day of March, 2007.

                                                        PERFISANS HOLDINGS, INC.

                                                        By:/S/ BOK WONG
                                                        ---------------
                                                        Name:
                                                        Title:

WITNESS:


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



<PAGE>


                                    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  converts  $_________  of the principal due on [specify
applicable  Repayment Date] under the Convertible  Term Note issued by Perfisans
Holdings,  Inc.  dated March __,  2007 by delivery of Shares of Common  Stock of
Perfisans  Holdings,  Inc. on and subject to the conditions set forth in Article
III of such Note.

1.       Date of Conversion         _______________________

2.       Shares To Be Delivered:    _______________________

                                              By:_______________________________

                                              Name:_____________________________

                                              Title:____________________________