Exhibit 10.5

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT").  THE
         SECURITIES  MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
         AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
         OR AN OPINION OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  CUSTOMARY  FOR
         OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT
         REQUIRED  UNDER  SAID  ACT OR  UNLESS  SOLD  PURSUANT  TO  RULE  144 OR
         REGULATION S UNDER SAID ACT.


             AMENDED AND RESTATED CALLABLE SECURED CONVERTIBLE NOTE


December 9, 2005                                             $_________________

                  FOR VALUE  RECEIVED,  EPICUS  COMMUNICATIONS  GROUP,  INC.,  a
Florida corporation (hereinafter called the "BORROWER"),  hereby promises to pay
to the order of _______________________ or registered assigns (the "HOLDER") the
sum of _________________________ Dollars ($___________), payable $_________ (the
"MONTHLY  AMOUNT")  on the first day of each  month  commencing  on June 9, 2006
(each, a "REPAYMENT  DATE") with any unpaid principal balance due on December 9,
2008 (the "MATURITY DATE"),  and to pay interest on the unpaid principal balance
hereof at the rate of nine  percent  (9%) (the  "INTEREST  RATE") per annum from
December  9, 2005 (the "ISSUE  DATE")  until the same  becomes due and  payable,
whether  at  maturity  or  upon  acceleration  or by  prepayment  or  otherwise;
provided,  however,  that on the last business day of each month after the Issue
Date (each,  a  "DETERMINATION  DATE"),  if the Average  Daily Price (as defined
herein) of the common  stock,  $.001 par value per share,  of the Borrower  (the
"COMMON STOCK") for each day of the month ending on the applicable Determination
Date exceeds one hundred  twenty five percent (125%) of the Initial Market Price
(as defined  herein),  the Interest Rate for such month shall  automatically  be
reduced to zero percent (0.0%). Any amount of principal or interest on this Note
which is not paid when due shall bear  interest  at the rate of fifteen  percent
(15%)  per annum  from the due date  thereof  until  the same is paid  ("DEFAULT
INTEREST").  Interest  shall  commence  accruing  on the  Issue  Date,  shall be
computed on the basis of a 365-day  year and the actual  number of days  elapsed
and shall be payable  monthly in arrears.  All  payments due  hereunder  (to the
extent not  converted  into Common Stock in  accordance  with the terms  hereof)
shall be made in lawful  money of the United  States of  America.  All  payments
shall be made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note.  Whenever
any amount expressed to be due by the terms of this Note is due on any day which
is not a business day, the same shall instead be due on the next  succeeding day
which is a business day and, in the case of any  interest  payment date which is
not the date on which this Note is paid in full,  the  extension of the due date
thereof shall not be taken into account for purposes of  determining  the amount
of interest  due on such date.  As used in this Note,  the term  "business  day"
shall mean any day other than a  Saturday,  Sunday or a day on which  commercial
banks in the city of New York,  New York are  authorized  or  required by law or
executive order to remain closed.  Each  capitalized  term used herein,  and not
otherwise  defined,  shall have the  meaning  ascribed  thereto in that  certain
Securities  Purchase  Agreement,  dated December 7, 2005, pursuant to which this
Note was originally issued (the "PURCHASE AGREEMENT").
<PAGE>

                  This  Note  is  free  from  all  taxes,   liens,   claims  and
encumbrances  with  respect  to the issue  thereof  and shall not be  subject to
preemptive  rights or other similar rights of  shareholders  of the Borrower and
will not impose personal  liability upon the holder thereof.  The obligations of
the  Borrower  under  this  Note  shall  be  secured  by that  certain  Security
Agreement, dated December 7, 2005, by and among the Borrower, the Holder and the
other parties thereto (the "SECURITY AGREEMENT").

                  The following terms shall apply to this Note:

                                   ARTICLE I.
                           CONVERSION REPAYMENT OPTION

                  1.1 PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. Subject
to the terms hereof,  the Borrower shall have the option to remit payment of the
Monthly Amount on each Repayment Date either in cash or in registered  shares of
Common Stock,  or a combination of both.  Each month by the fifth (5th) business
day prior to each Repayment Date (the "NOTICE DATE"), the Borrower shall deliver
to Holder a written notice in the form of Exhibit B attached  hereto electing to
convert the Monthly  Amount payable on the next Repayment Date in either cash or
registered  shares of Common Stock, or a combination of both (each, a "REPAYMENT
ELECTION  Notice").  If a  Repayment  Election  Notice is not  delivered  by the
Borrower on or before the applicable  Notice Date for such Repayment  Date, then
the Borrower  shall pay the Monthly  Amount due on such  Repayment Date in cash.
Any portion of the Monthly  Amount  paid in cash on a Repayment  Date,  shall be
paid to the Holder an amount equal to the portion of the Monthly  Amount due and
owing to Holder on the Repayment Dale. If the Borrower converts all or a portion
of the Monthly Amount in registered  shares of Common Stock,  the number of such
shares to be issued by the Borrower to the Holder on such  Repayment  Date shall
be the number determined by dividing (x) the portion of the Monthly Amount to be
paid in shares of Common Stock, by (y) the then applicable Conversion Price.

                  1.2 CREDIT AGAINST  MONTHLY AMOUNT.  Any amounts  converted by
the Borrower  pursuant to Section 2.1 shall be deemed to constitute  payments of
outstanding  principal  applying to Monthly Amounts for the remaining  Repayment
Dates in chronological order.

                                       2
<PAGE>

                                   ARTICLE II.
                               CONVERSION RIGHTS

                  2.1  CONVERSION  RIGHT.  If the average of the  Average  Daily
Prices (as defined in Section 2.2(a)) for the preceding five (5) trading days is
greater than the Initial Market Price (as defined in Section 2.2(a)), the Holder
shall  have the  right  from  time to  time,  and at any time on or prior to the
earlier of (i) the  Maturity  Date and (ii) the date of  payment of the  Default
Amount (as defined in Article IV) pursuant to Section  2.6(a) or Article IV, the
Optional  Prepayment  Amount (as defined in Section 6.1 or any payments pursuant
to Section 2.7, each in respect of the remaining outstanding principal amount of
this Note to convert all or any part of the outstanding principal amount of this
Note into fully paid and  non-assessable  shares of Common Stock, as such Common
Stock  exists  on the  Issue  Date,  or any  shares  of  capital  stock or other
securities  of the  Borrower  into which such Common  Stock shall  hereafter  be
changed  or  reclassified  at the  conversion  price  (the  "CONVERSION  PRICE")
determined as provided herein (a "Conversion");  PROVIDED,  HOWEVER,  that if an
Event of Default  shall have occurred and be  continuing,  the Holder shall have
the right to convert all or any part of the outstanding principal amount of this
Note into fully paid and  non-assessable  shares of Common  Stock at any time at
the  Conversion  Price;  PROVIDED,  FURTHER that in no event shall the Holder be
entitled to convert  any portion of this Note in excess of that  portion of this
Note  upon  conversion  of which  the sum of (1) the  number of shares of Common
Stock  beneficially owned by the Holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unconverted  portion of the Notes or the  unexercised or unconverted  portion of
any other security of the Borrower (including,  without limitation, the warrants
issued  by  the  Borrower  pursuant  to the  Purchase  Agreement)  subject  to a
limitation  on  conversion or exercise  analogous to the  limitations  contained
herein)  and (2) the  number  of  shares  of  Common  Stock  issuable  upon  the
conversion  of the portion of this Note with respect to which the  determination
of this  proviso is being made,  would  result in  beneficial  ownership  by the
Holder and its affiliates of more than 4.9% of the outstanding  shares of Common
Stock.  For  purposes  of the  proviso to the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange Act of 1934, as amended,  and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such proviso. The number of shares
of  Common  Stock to be  issued  upon  each  conversion  of this  Note  shall be
determined  by  dividing  the  Conversion  Amount  (as  defined  below)  by  the
applicable  Conversion  Price then in effect on the date specified in the notice
of  conversion,  in the form  attached  hereto  as  Exhibit  A (the  "NOTICE  OF
CONVERSION"), delivered to the Borrower by the Holder in accordance with Section
2.4 below;  provided that the Notice of Conversion is submitted by facsimile (or
by other means resulting in, or reasonably expected to result in, notice) to the
Borrower  before 6:00 p.m., New York, New York time on such conversion date (the
"CONVERSION  DATE").  The term  "CONVERSION  AMOUNT" means,  with respect to any
conversion of this Note, the sum of (1) the principal  amount of this Note to be
converted in such  conversion PLUS (2) accrued and unpaid  interest,  if any, on
such  principal  amount  at the  interest  rates  provided  in this  Note to the
Conversion Date PLUS (3) Default Interest, if any, on the amounts referred to in
the  immediately  preceding  clauses  (1)  and/or  (2) PLUS (4) at the  Holder's
option,  any amounts  owed to the Holder  pursuant  to  Sections  2.3 and 2.4(g)
hereof  or  pursuant  to  Section  2(c)  of  that  certain  Registration  Rights
Agreement, dated as of December 7, 2005, executed in connection with the initial
issuance  of this  Note and the  other  Notes  issued  on the  Issue  Date  (the
"REGISTRATION RIGHTS Agreement").

                                       3
<PAGE>

                  2.2 CONVERSION PRICE.

                  (A)  CALCULATION OF CONVERSION  PRICE.  The  Conversion  Price
shall be equal to sixty  percent  (60%) of the Initial  Market Price (as defined
herein) (subject, in each case, to equitable adjustments for stock splits, stock
dividends  or  rights  offerings  by the  Borrower  relating  to the  Borrower's
securities or the  securities of any  subsidiary of the Borrower,  combinations,
recapitalization,  reclassifications,  extraordinary  distributions  and similar
events);  provided however,  that if an Event of Default shall have occurred and
be continuing,  the  Conversion  Price shall be equal to the lesser of (i) sixty
percent (60%) of the Initial Market Price or (ii) the Variable Conversion Price.
The "INITIAL  MARKET PRICE" shall mean $2.20.  The "VARIABLE  CONVERSION  PRICE"
shall mean the  Applicable  Percentage  (as defined  herein)  multiplied  by the
Market  Price (as  defined  herein).  "MARKET  PRICE"  means the  average of the
Average  Daily Prices (as defined  herein) for the Common Stock for the five (5)
days  prior to the date  the  Conversion  Notice  is sent by the  Holder  to the
Borrower via facsimile (the "CONVERSION DATE"). "AVERAGE DAILY PRICE" means, for
any security as of any date, the price based on the VWAP.  "VWAP" shall mean the
daily volume weighted average price of the Common Stock on the principal trading
market for such security as reported by Bloomberg, L.P. using the VWAP function.
If the Average Daily Price cannot be  calculated  for such security on such date
in the manner provided  above,  the Average Daily Price shall be the fair market
value as mutually  determined  by the  Borrower and the holders of a majority in
interest of the Notes being  converted for which the  calculation of the Average
Daily Price is  required  in order to  determine  the  Conversion  Price of such
Notes.  "TRADING DAY" shall mean any day on which the Common Stock is traded for
any  period on the  OTCBB,  or on the  principal  securities  exchange  or other
securities  market on which the Common Stock is then being  traded.  "APPLICABLE
PERCENTAGE" shall mean 25.0%.

                  (B)    CONVERSION    PRICE   DURING    MAJOR    ANNOUNCEMENTS.
Notwithstanding  anything  contained in Section  2.2(a) to the contrary,  in the
event  the  Borrower  (i)  makes  a  public  announcement  that  it  intends  to
consolidate  or merge with any other  corporation  (other than a merger in which
the Borrower is the surviving or continuing corporation and its capital stock is
unchanged)  or sell or transfer  all or  substantially  all of the assets of the
Borrower or (ii) any person,  group or entity (including the Borrower)  publicly
announces a tender offer to purchase 50% or more of the Borrower's  Common Stock
(or any other  takeover  scheme)  (the date of the  announcement  referred to in
clause (i) or (ii) is hereinafter referred to as the "ANNOUNCEMENT  DATE"), then
the Conversion Price shall,  effective upon the Announcement Date and continuing
through the Adjusted  Conversion Price  Termination Date (as defined below),  be
equal to the lower of (x) the Conversion  Price which would have been applicable
for a Conversion occurring on the Announcement Date and (y) the Conversion Price
that would otherwise be in effect.  From and after the Adjusted Conversion Price
Termination  Date,  the  Conversion  Price shall be  determined  as set forth in
Section 2.2(a).  For purposes hereof,  "ADJUSTED  CONVERSION  PRICE  TERMINATION
DATE" shall mean,  with respect to any proposed  transaction or tender offer (or
takeover scheme) for which a public announcement as contemplated by this Section
2.2(b) has been made,  the date upon which the  Borrower  (in the case of clause
(i) above) or the  person,  group or entity (in the case of clause  (ii)  above)
consummates or publicly announces the termination or abandonment of the proposed
transaction  or tender  offer (or  takeover  scheme)  which  caused this Section
2.2(b) to become operative.

                                       4
<PAGE>

                  2.3 AUTHORIZED  SHARES. The Borrower covenants that during the
period  the  conversion  right  exists,  the  Borrower  will  reserve  from  its
authorized and unissued  Common Stock a sufficient  number of shares,  free from
preemptive  rights,  to provide for the  issuance of Common  Stock upon the full
conversion  of this Note and the other Notes  issued  pursuant  to the  Purchase
Agreement. The Borrower is required at all times to have authorized and reserved
two times the number of shares that is actually issuable upon full conversion of
the Notes (based on the  Conversion  Price of the Notes or the Exercise Price of
the Warrants in effect from time to time) (the "RESERVED AMOUNT").  The Reserved
Amount shall be increased  from time to time in accordance  with the  Borrower's
obligations  pursuant to Section  4(h) of the Purchase  Agreement.  The Borrower
represents  that upon  issuance,  such shares  will be duly and validly  issued,
fully paid and  non-assessable.  In addition,  if the  Borrower  shall issue any
securities  or make any change to its capital  structure  which would change the
number of shares of Common  Stock into which the Notes shall be  convertible  at
the then current  Conversion  Price,  the  Borrower  shall at the same time make
proper provision so that thereafter there shall be a sufficient number of shares
of Common Stock  authorized  and  reserved,  free from  preemptive  rights,  for
conversion of the outstanding  Notes. The Borrower (i) acknowledges  that it has
irrevocably  instructed its transfer agent to issue  certificates for the Common
Stock  issuable upon  conversion of this Note, and (ii) agrees that its issuance
of this Note shall  constitute full authority to its officers and agents who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for shares of Common Stock in accordance with the terms
and conditions of this Note.

                  If,  at any time a Holder  of this  Note  submits  a Notice of
Conversion,  and the Borrower does not have  sufficient  authorized but unissued
shares of Common Stock  available to effect such  conversion in accordance  with
the provisions of this Article II (a "CONVERSION  DEFAULT"),  subject to Section
5.8,  the  Borrower  shall issue to the Holder all of the shares of Common Stock
which are then  available  to effect such  conversion.  The portion of this Note
which the Holder included in its Conversion  Notice and which exceeds the amount
which is then  convertible  into  available  shares of Common Stock (the "EXCESS
AMOUNT") shall,  notwithstanding  anything to the contrary contained herein, not
be convertible  into Common Stock in accordance with the terms hereof until (and
at the Holder's option at any time after) the date  additional  shares of Common
Stock are  authorized by the Borrower to permit such  conversion,  at which time
the  Conversion  Price  in  respect  thereof  shall  be the  lesser  of (i)  the
Conversion Price on the Conversion  Default Date (as defined below) and (ii) the
Conversion  Price on the  Conversion  Date  thereafter  elected by the Holder in
respect  thereof.  In addition,  the Borrower  shall pay to the Holder  payments
("CONVERSION  DEFAULT  PAYMENTS") for a Conversion  Default in the amount of (x)
the SUM OF (1) the then  outstanding  principal  amount  of this  Note  PLUS (2)
accrued and unpaid interest on the unpaid  principal amount of this Note through
the Authorization Date (as defined below) PLUS (3) Default Interest,  if any, on
the  amounts  referred  to in clauses  (1) and/or  (2),  MULTIPLIED  BY (y) .24,
MULTIPLIED BY (z) (N/365),  where N = the number of days from the day the holder
submits  a  Notice  of  Conversion  giving  rise to a  Conversion  Default  (the
"CONVERSION  DEFAULT  DATE") to the date  (the  "AUTHORIZATION  DATE")  that the
Borrower  authorizes  a  sufficient  number of shares of Common  Stock to effect
conversion of the full outstanding  principal balance of this Note. The Borrower
shall use its best efforts to authorize a sufficient  number of shares of Common
Stock as soon as  practicable  following  the  earlier of (i) such time that the
Holder notifies the Borrower or that the Borrower  otherwise  becomes aware that
there are or likely will be insufficient authorized and unissued shares to allow
full conversion thereof and (ii) a Conversion  Default.  The Borrower shall send
notice to the Holder of the  authorization of additional shares of Common Stock,
the  Authorization  Date and the amount of Holder's accrued  Conversion  Default
Payments.  The accrued Conversion Default Payments for each calendar month shall
be paid in cash or shall be convertible into Common Stock (at such time as there
are sufficient  authorized shares of Common Stock) at the applicable  Conversion
Price, at the Borrower's option, as follows:

                                       5
<PAGE>

                  (A) In the event  Holder  elects to take such payment in cash,
cash  payment  shall be made to  Holder  by the  fifth  (5th)  day of the  month
following the month in which it has accrued; and

                  (B) In the event Holder  elects to take such payment in Common
Stock,  the Holder may convert  such  payment  amount  into Common  Stock at the
Conversion  Price (as in effect at the time of conversion) at any time after the
fifth day of the month following the month in which it has accrued in accordance
with the terms of this Article II (so long as there is then a sufficient  number
of authorized shares of Common Stock).

                  The Holder's election shall be made in writing to the Borrower
at any time prior to 6:00 p.m., New York, New York time, on the third day of the
month following the month in which Conversion Default payments have accrued.  If
no election is made, the Holder shall be deemed to have elected to receive cash.
Nothing  herein shall limit the Holder's  right to pursue actual damages (to the
extent in excess of the Conversion  Default Payments) for the Borrower's failure
to maintain a sufficient  number of authorized  shares of Common Stock, and each
holder shall have the right to pursue all remedies available at law or in equity
(including degree of specific performance and/or injunctive relief).

                  2.4 METHOD OF CONVERSION.

                  (A) MECHANICS OF CONVERSION. Subject to Section 2.1, this Note
may be converted by the Holder in whole or in part at any time from time to time
after the Issue Date,  by (A)  submitting to the Borrower a Notice of Conversion
(by  facsimile or other  reasonable  means of  communication  dispatched  on the
Conversion  Date prior to 6:00 p.m., New York, New York time) and (B) subject to
Section 2.4(b), surrendering this Note at the principal office of the Borrower.

                  (B)  SURRENDER  OF  NOTE  UPON   CONVERSION.   Notwithstanding
anything to the  contrary  set forth  herein,  upon  conversion  of this Note in
accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Borrower unless the entire unpaid principal amount of
this Note is so converted.  The Holder and the Borrower shall  maintain  records
showing the principal  amount so converted and the dates of such  conversions or
shall use such  other  method,  reasonably  satisfactory  to the  Holder and the
Borrower,  so as not to require  physical  surrender of this Note upon each such
conversion.  In the event of any  dispute or  discrepancy,  such  records of the
Borrower  shall be  controlling  and  determinative  in the  absence of manifest
error.  Notwithstanding the foregoing,  if any portion of this Note is converted
as  aforesaid,  the Holder may not  transfer  this Note unless the Holder  first
physically  surrenders  this Note to the  Borrower,  whereupon the Borrower will
forthwith  issue and  deliver  upon the  order of the  Holder a new Note of like
tenor,  registered as the Holder (upon  payment by the Holder of any  applicable
transfer taxes) may request,  representing in the aggregate the remaining unpaid
principal  amount of this Note.  The Holder and any  assignee,  by acceptance of
this Note,  acknowledge  and agree  that,  by reason of the  provisions  of this
paragraph,  following  conversion  of a portion  of this  Note,  the  unpaid and
unconverted  principal  amount of this Note represented by this Note may be less
than the amount stated on the face hereof.

                                       6
<PAGE>

                  (C) PAYMENT OF TAXES.  The  Borrower  shall not be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issue and delivery of shares of Common Stock or other  securities or property on
conversion  of this Note in a name  other  than that of the Holder (or in street
name),  and the  Borrower  shall not be  required  to issue or deliver  any such
shares or other  securities  or property  unless and until the person or persons
(other than the Holder or the  custodian in whose street name such shares are to
be held for the Holder's  account)  requesting  the issuance  thereof shall have
paid to the Borrower the amount of any such tax or shall have established to the
satisfaction of the Borrower that such tax has been paid.

                  (D) DELIVERY OF COMMON STOCK UPON CONVERSION.  Upon receipt by
the Borrower from the Holder of a facsimile  transmission  (or other  reasonable
means of communication)  of a Notice of Conversion  meeting the requirements for
conversion as provided in this Section 2.4, the Borrower shall issue and deliver
or  cause  to be  issued  and  delivered  to or upon  the  order  of the  Holder
certificates  for the Common Stock issuable upon such conversion  within two (2)
business days after such receipt  (and,  solely in the case of conversion of the
entire  unpaid  principal  amount  hereof,  surrender of this Note) (such second
business day being hereinafter referred to as the "DEADLINE") in accordance with
the terms hereof and the Purchase Agreement (including,  without limitation,  in
accordance with the requirements of Section 2(g) of the Purchase  Agreement that
certificates for shares of Common Stock issued on or after the effective date of
the  Registration  Statement  upon  conversion  of this Note  shall not bear any
restrictive legend).

                  (E)  OBLIGATION  OF BORROWER  TO DELIVER  COMMON  STOCK.  Upon
receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such  conversion,  the
outstanding  principal  amount and the amount of accrued and unpaid  interest on
this Note shall be reduced to reflect such conversion,  and, unless the Borrower
defaults on its  obligations  under this  Article II, all rights with respect to
the portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities,  cash or other assets, as
herein provided, on such conversion.  If the Holder shall have given a Notice of
Conversion as provided  herein,  the Borrower's  obligation to issue and deliver
the  certificates  for  Common  Stock  shall  be  absolute  and   unconditional,
irrespective of the absence of any action by the Holder to enforce the same, any
waiver or consent with  respect to any  provision  thereof,  the recovery of any
judgment  against any person or any action to enforce  the same,  any failure or
delay in the  enforcement of any other  obligation of the Borrower to the holder
of record, or any setoff, counterclaim,  recoupment,  limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower,
and  irrespective  of any other  circumstance  which might  otherwise limit such
obligation of the Borrower to the Holder in connection with such conversion. The
Conversion  Date  specified in the Notice of Conversion  shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower before 6:00
p.m., New York, New York time, on such date.

                                       7
<PAGE>

                  (F) DELIVERY OF COMMON STOCK BY ELECTRONIC  TRANSFER.  In lieu
of delivering physical certificates  representing the Common Stock issuable upon
conversion,  provided the  Borrower's  transfer  agent is  participating  in the
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  ("FAST")
program,  upon  request  of the Holder and its  compliance  with the  provisions
contained in Section 2.1 and in this  Section  2.4,  the Borrower  shall use its
best efforts to cause its transfer agent to  electronically  transmit the Common
Stock  issuable  upon  conversion  to the  Holder by  crediting  the  account of
Holder's Prime Broker with DTC through its Deposit  Withdrawal  Agent Commission
("DWAC") system.

                  (G) FAILURE TO DELIVER COMMON STOCK PRIOR TO DEADLINE. Without
in any way  limiting  the Holder's  right to pursue  other  remedies,  including
actual damages and/or  equitable  relief,  the parties agree that if delivery of
the Common Stock  issuable  upon  conversion of this Note is more than three (3)
days after the Deadline (other than a failure due to the circumstances described
in Section 2.3 above,  which  failure  shall be governed  by such  Section)  the
Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the
Deadline that the Borrower fails to deliver such Common Stock.  Such cash amount
shall be paid to Holder by the  fifth  day of the month  following  the month in
which it has accrued  or, at the option of the Holder (by written  notice to the
Borrower  by the  first  day of the  month  following  the month in which it has
accrued),  shall be added to the  principal  amount of this Note, in which event
interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note.

                  2.5 CONCERNING THE SHARES. The shares of Common Stock issuable
upon  conversion  of this Note may not be sold or  transferred  unless  (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii) the  Borrower  or its  transfer  agent  shall have been  furnished  with an
opinion  of  counsel  (which  opinion  shall be in  form,  substance  and  scope
customary for opinions of counsel in comparable transactions) to the effect that
the shares to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from such  registration  or (iii) such shares are sold or transferred
pursuant to Rule 144 under the Act (or a successor  rule)  ("RULE  144") or (iv)
such shares are  transferred to an  "affiliate"  (as defined in Rule 144) of the
Borrower who agrees to sell or otherwise  transfer the shares only in accordance
with this  Section  2.5 and who is an  Accredited  Investor  (as  defined in the
Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and
subject  to the  removal  provisions  set forth  below),  until such time as the
shares  of  Common  Stock  issuable  upon  conversion  of this  Note  have  been
registered under the Act as contemplated by the Registration Rights Agreement or
otherwise  may be sold  pursuant to Rule 144 without any  restriction  as to the
number of securities as of a particular date that can then be immediately  sold,
each  certificate  for shares of Common Stock  issuable upon  conversion of this
Note that has not been so included in an  effective  registration  statement  or
that has not been sold  pursuant to an  effective  registration  statement or an
exemption that permits removal of the legend,  shall bear a legend substantially
in the following form, as appropriate:

                                       8
<PAGE>

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES
         MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
         OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  CUSTOMARY  FOR  OPINIONS  OF
         COUNSEL IN COMPARABLE  TRANSACTIONS,  THAT REGISTRATION IS NOT REQUIRED
         UNDER SAID ACT UNLESS SOLD  PURSUANT TO RULE 144 OR  REGULATION S UNDER
         SAID ACT."

                  The legend set forth above  shall be removed and the  Borrower
shall issue to the Holder a new certificate therefor free of any transfer legend
if (i) the  Borrower or its  transfer  agent  shall have  received an opinion of
counsel,  in form,  substance  and scope  customary  for  opinions of counsel in
comparable  transactions,  to the effect  that a public sale or transfer of such
Common Stock may be made without  registration  under the Act and the shares are
so sold or  transferred,  (ii) such Holder provides the Borrower or its transfer
agent with reasonable  assurances that the Common Stock issuable upon conversion
of this Note (to the extent such  securities are deemed to have been acquired on
the  same  date)  can be sold  pursuant  to Rule 144 or (iii) in the case of the
Common Stock issuable upon  conversion of this Note, such security is registered
for sale by the Holder under an effective registration statement filed under the
Act or otherwise may be sold pursuant to Rule 144 without any  restriction as to
the number of  securities as of a particular  date that can then be  immediately
sold.  Nothing in this Note shall (i) limit the Borrower's  obligation under the
Registration Rights Agreement or (ii) affect in any way the Holder's obligations
to comply with applicable  prospectus  delivery  requirements upon the resale of
the securities referred to herein.

                  2.6 EFFECT OF CERTAIN EVENTS.

                  (A) EFFECT OF MERGER, CONSOLIDATION, ETC. At the option of the
Holder,  the sale,  conveyance or disposition of all or substantially all of the
assets of the Borrower,  the  effectuation  by the Borrower of a transaction  or
series of related transactions in which more than 50% of the voting power of the
Borrower  is  disposed  of,  or the  consolidation,  merger  or  other  business
combination  of the Borrower with or into any other Person (as defined below) or
Persons when the Borrower is not the survivor shall either:  (i) be deemed to be
an Event of Default (as defined in Article  IV)  pursuant to which the  Borrower
shall  be  required  to pay to the  Holder  upon  the  consummation  of and as a
condition to such  transaction an amount equal to the Default Amount (as defined
in Article IV) or (ii) be treated  pursuant to Section 2.6(b)  hereof.  "PERSON"
shall mean any individual,  corporation, limited liability company, partnership,
association, trust or other entity or organization.

                  (B) ADJUSTMENT DUE TO MERGER,  CONSOLIDATION,  ETC. If, at any
time when this Note is issued and  outstanding and prior to conversion of all of
the  Notes,  there  shall be any  merger,  consolidation,  exchange  of  shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares of  Common  Stock of the  Borrower  shall be  changed  into the same or a
different number of shares of another class or classes of stock or securities of
the Borrower or another  entity,  or in case of any sale or conveyance of all or
substantially  all of the assets of the Borrower other than in connection with a
plan of complete liquidation of the Borrower, then the Holder of this Note shall
thereafter  have the right to receive  upon  conversion  of this Note,  upon the
basis and upon the  terms and  conditions  specified  herein  and in lieu of the
shares of Common Stock immediately  theretofore  issuable upon conversion,  such
stock, securities or assets which the Holder would have been entitled to receive
in such  transaction had this Note been converted in full  immediately  prior to
such  transaction  (without  regard to any  limitations  on conversion set forth
herein), and in any such case appropriate  provisions shall be made with respect
to the  rights  and  interests  of the  Holder  of this Note to the end that the
provisions hereof (including,  without limitation,  provisions for adjustment of
the Conversion Price and of the number of shares issuable upon conversion of the
Note)  shall  thereafter  be  applicable,  as  nearly as may be  practicable  in
relation to any securities or assets thereafter  deliverable upon the conversion
hereof. The Borrower shall not effect any transaction  described in this Section
2.6(b) unless (a) it first gives,  to the extent  practicable,  thirty (30) days
prior written  notice (but in any event at least fifteen (15) days prior written
notice) of the record date of the special meeting of shareholders to approve, or
if  there  is  no  such  record  date,   the   consummation   of,  such  merger,
consolidation,  exchange of shares,  recapitalization,  reorganization  or other
similar event or sale of assets  (during which time the Holder shall be entitled
to convert this Note) and (b) the  resulting  successor or acquiring  entity (if
not the Borrower) assumes by written  instrument the obligations of this Section
2.6(b). The above provisions shall similarly apply to successive consolidations,
mergers, sales, transfers or share exchanges.

                                       9
<PAGE>

                  (C)  ADJUSTMENT  DUE TO  DISTRIBUTION.  If the Borrower  shall
declare or make any distribution of its assets (or rights to acquire its assets)
to holders of Common Stock as a dividend, stock repurchase,  by way of return of
capital or otherwise  (including any dividend or  distribution to the Borrower's
shareholders in cash or shares (or rights to acquire shares) of capital stock of
a subsidiary  (i.e.,  a spin-off)) (a  "DISTRIBUTION"),  then the Holder of this
Note  shall be  entitled,  upon any  conversion  of this Note  after the date of
record for determining  shareholders  entitled to such Distribution,  to receive
the  amount of such  assets  which  would have been  payable to the Holder  with
respect to the shares of Common Stock  issuable  upon such  conversion  had such
Holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution.

                  (D) ADJUSTMENT DUE TO DILUTIVE ISSUANCE.  If, at any time when
any Notes are  issued  and  outstanding,  the  Borrower  issues or sells,  or in
accordance with this Section 2.6(d) hereof is deemed to have issued or sold, any
shares of Common Stock for no  consideration  or for a  consideration  per share
(before  deduction  of  reasonable   expenses  or  commissions  or  underwriting
discounts or allowances in connection  therewith)  less than the Initial  Market
Price in effect on the date of such issuance (or deemed issuance) of such shares
of Common  Stock (a "DILUTIVE  ISSUANCE"),  then  immediately  upon the Dilutive
Issuance,  the  Initial  Market  Price  will be  reduced  to the  amount  of the
consideration  per share  received by the  Borrower in such  Dilutive  Issuance;
PROVIDED that only one adjustment will be made for each Dilutive Issuance.

                  The Borrower  shall be deemed to have issued or sold shares of
Common Stock if the Borrower in any manner issues or grants any warrants, rights
or options,  whether or not  immediately  exercisable,  to  subscribe  for or to
purchase Common Stock or other  securities  convertible into or exchangeable for
Common Stock  ("CONVERTIBLE  SECURITIES") (such warrants,  rights and options to
purchase Common Stock or Convertible  Securities are hereinafter  referred to as
"OPTIONS")  and the price per share for which Common Stock is issuable  upon the
exercise of such  Options is less than the Initial  Market Price then in effect,
then the  Initial  Market  Price  shall be equal to such  price per  share.  For
purposes of the preceding sentence,  the "price per share for which Common Stock
is issuable upon the exercise of such Options" is determined by dividing (i) the
total amount,  if any,  received or receivable by the Borrower as  consideration
for the  issuance or granting of all such  Options,  plus the minimum  aggregate
amount of  additional  consideration,  if any,  payable to the Borrower upon the
exercise  of all  such  Options,  plus,  in the case of  Convertible  Securities
issuable  upon the exercise of such  Options,  the minimum  aggregate  amount of
additional  consideration payable upon the conversion or exchange thereof at the
time such Convertible  Securities first become  convertible or exchangeable,  by
(ii) the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise  of  all  such  Options   (assuming  full   conversion  of  Convertible
Securities,  if applicable).  No further adjustment to the Conversion Price will
be made upon the actual  issuance of such Common Stock upon the exercise of such
Options or upon the  conversion or exchange of Convertible  Securities  issuable
upon exercise of such Options.

                                       10
<PAGE>

                  Additionally,  the Borrower  shall be deemed to have issued or
sold shares of Common  Stock if the  Borrower in any manner  issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options), and the price per share for
which Common Stock is issuable upon such conversion or exchange is less than the
Initial  Market  Price then in effect,  then the Initial  Market  Price shall be
equal to such price per share. For the purposes of the preceding  sentence,  the
"price per share for which  Common  Stock is issuable  upon such  conversion  or
exchange" is determined by dividing (i) the total  amount,  if any,  received or
receivable by the Borrower as consideration for the issuance or sale of all such
Convertible  Securities,   plus  the  minimum  aggregate  amount  of  additional
consideration,  if any,  payable to the Borrower upon the conversion or exchange
thereof at the time such  Convertible  Securities  first become  convertible  or
exchangeable,  by (ii) the  maximum  total  number of  shares  of  Common  Stock
issuable upon the conversion or exchange of all such Convertible Securities.  No
further  adjustment  to the  Initial  Market  Price will be made upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  Convertible
Securities.

                  (E) PURCHASE RIGHTS. If, at any time when any Notes are issued
and  outstanding,  the Borrower issues any  convertible  securities or rights to
purchase stock,  warrants,  securities or other property (the "PURCHASE RIGHTS")
pro rata to the record holders of any class of Common Stock,  then the Holder of
this  Note will be  entitled  to  acquire,  upon the  terms  applicable  to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable
upon  complete  conversion of this Note (without  regard to any  limitations  on
conversion  contained herein)  immediately  before the date on which a record is
taken for the grant,  issuance  or sale of such  Purchase  Rights or, if no such
record is taken,  the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

                  (F)  NOTICE  OF  ADJUSTMENTS.  Upon  the  occurrence  of  each
adjustment or  readjustment  of the  Conversion  Price as a result of the events
described  in this Section 2.6, the  Borrower,  at its expense,  shall  promptly
compute such adjustment or readjustment and prepare and furnish to the Holder of
a certificate  setting  forth such  adjustment  or  readjustment  and showing in
detail the facts  upon  which such  adjustment  or  readjustment  is based.  The
Borrower shall,  upon the written request at any time of the Holder,  furnish to
such  Holder  a  like   certificate   setting  forth  (i)  such   adjustment  or
readjustment,  (ii) the  Conversion  Price at the time in  effect  and (iii) the
number of shares of Common Stock and the amount,  if any, of other securities or
property which at the time would be received upon conversion of the Note.

                                       11
<PAGE>

                  (G)   EXCEPTIONS  TO  ADJUSTMENT  OF  CONVERSION   PRICE.   No
adjustment  to the  Conversion  Price will be made (i) upon the  exercise of any
warrants,  options or convertible securities granted,  issued and outstanding on
the date of issuance of this Note;  (ii) upon the grant or exercise of any stock
or  options  which may  hereafter  be granted or  exercised  under any  employee
benefit  plan,  stock option plan or  restricted  stock plan of the Borrower now
existing or to be  implemented  in the future,  so long as the  issuance of such
stock or options is  approved by a majority  of the  independent  members of the
Board of  Directors  of the Borrower or a majority of the members of a committee
of  independent  directors  established  for such  purpose;  or  (iii)  upon the
exercise of the Warrants or conversion of the Notes.

                  2.7  TRADING  MARKET  LIMITATIONS.  Unless  permitted  by  the
applicable rules and regulations of the principal securities market on which the
Common Stock is then listed or traded, in no event shall the Borrower issue upon
conversion  of or  otherwise  pursuant to this Note and the other  Notes  issued
pursuant to the  Purchase  Agreement  more than the maximum  number of shares of
Common Stock that the Borrower can issue  pursuant to any rule of the  principal
United  States  securities  market on which the Common Stock is then traded (the
"MAXIMUM SHARE AMOUNT"),  which shall be 19.99% of the total shares  outstanding
on the Closing Date (as defined in the Purchase Agreement), subject to equitable
adjustment from time to time for stock splits,  stock  dividends,  combinations,
capital  reorganizations  and  similar  events  relating  to  the  Common  Stock
occurring  after the date hereof.  Once the Maximum Share Amount has been issued
(the date of which is hereinafter referred to as the "MAXIMUM CONVERSION DATE"),
if the Borrower fails to eliminate any prohibitions  under applicable law or the
rules or  regulations of any stock  exchange,  interdealer  quotation  system or
other self-regulatory organization with jurisdiction over the Borrower or any of
its  securities  on the  Borrower's  ability to issue  shares of Common Stock in
excess of the Maximum Share Amount (a "TRADING  MARKET  PREPAYMENT  EVENT"),  in
lieu of any further right to convert this Note, and in full  satisfaction of the
Borrower's  obligations  under this Note,  the Borrower shall pay to the Holder,
within fifteen (15) business days of the Maximum  Conversion  Date (the "TRADING
MARKET PREPAYMENT  DATE"), an amount equal to 130% TIMES the SUM of (a) the then
outstanding  principal  amount of this Note  immediately  following  the Maximum
Conversion  Date, PLUS (b) accrued and unpaid  interest on the unpaid  principal
amount of this Note to the  Trading  Market  Prepayment  Date,  PLUS (c) Default
Interest,  if any,  on the  amounts  referred to in clause (a) and/or (b) above,
PLUS  (d)  any  optional  amounts  that  may be  added  thereto  at the  Maximum
Conversion  Date by the Holder in  accordance  with the terms  hereof  (the then
outstanding  principal  amount of this Note  immediately  following  the Maximum
Conversion  Date, PLUS the amounts referred to in clauses (b), (c) and (d) above
shall collectively be referred to as the "REMAINING  CONVERTIBLE AMOUNT").  With
respect to each Holder of Notes,  the Maximum  Share  Amount shall refer to such
Holder's PRO RATA share thereof determined in accordance with Section 5.8 below.
In the event that the sum of (x) the aggregate  number of shares of Common Stock
issued upon  conversion of this Note and the other Notes issued  pursuant to the
Purchase  Agreement PLUS (y) the aggregate number of shares of Common Stock that
remain issuable upon conversion of this Note and the other Notes issued pursuant
to the Purchase Agreement, represents at least one hundred percent (100%) of the
Maximum Share Amount (the  "TRIGGERING  Event"),  the Borrower will use its best
efforts to seek and obtain Shareholder  Approval (or obtain such other relief as
will allow conversions  hereunder in excess of the Maximum Share Amount) as soon
as practicable  following the Triggering Event and before the Maximum Conversion
Date. As used herein,  "SHAREHOLDER APPROVAL" means approval by the shareholders
of the Borrower to authorize the issuance of the full number of shares of Common
Stock which would be issuable upon full conversion of the then outstanding Notes
but for the Maximum Share Amount.

                                       12
<PAGE>

                  2.8  STATUS AS  SHAREHOLDER.  Upon  submission  of a Notice of
Conversion by a Holder,  (i) the shares covered  thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder's
allocated  portion of the  Reserved  Amount or Maximum  Share  Amount)  shall be
deemed  converted into shares of Common Stock and (ii) the Holder's  rights as a
Holder of such  converted  portion  of this  Note  shall  cease  and  terminate,
excepting only the right to receive certificates for such shares of Common Stock
and to any remedies  provided herein or otherwise  available at law or in equity
to such Holder  because of a failure by the Borrower to comply with the terms of
this  Note.  Notwithstanding  the  foregoing,  if  a  Holder  has  not  received
certificates  for all shares of Common Stock prior to the tenth (10th)  business
day after the  expiration  of the Deadline  with respect to a conversion  of any
portion of this Note for any reason, then (unless the Holder otherwise elects to
retain its status as a holder of Common Stock by so notifying  the Borrower) the
Holder  shall  regain the  rights of a Holder of this Note with  respect to such
unconverted   portions  of  this  Note  and  the  Borrower  shall,  as  soon  as
practicable,  return such unconverted Note to the Holder or, if the Note has not
been  surrendered,  adjust its records to reflect that such portion of this Note
has not been converted.  In all cases, the Holder shall retain all of its rights
and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 2.3 to the extent required thereby for such
Conversion  Default and any subsequent  Conversion Default and (ii) the right to
have the Conversion Price with respect to subsequent  conversions  determined in
accordance with Section 2.3) for the Borrower's failure to convert this Note.

                         ARTICLE III. CERTAIN COVENANTS

                  3.1  DISTRIBUTIONS  ON CAPITAL STOCK.  So long as the Borrower
shall have any  obligation  under this Note,  the Borrower shall not without the
Holder's  written  consent (a) pay,  declare or set apart for such payment,  any
dividend or other distribution  (whether in cash,  property or other securities)
on shares of capital stock other than dividends on shares of Common Stock solely
in the form of  additional  shares of Common Stock or (b) directly or indirectly
or through any subsidiary  make any other payment or  distribution in respect of
its capital stock except for distributions  pursuant to any shareholders' rights
plan which is approved by a majority of the Borrower's disinterested directors.

                  3.2 RESTRICTION ON STOCK REPURCHASES.  So long as the Borrower
shall have any  obligation  under this Note,  the Borrower shall not without the
Holder's  written consent redeem,  repurchase or otherwise  acquire (whether for
cash or in exchange for property or other  securities  or  otherwise) in any one
transaction or series of related transactions any shares of capital stock of the
Borrower  or any  warrants,  rights or options to  purchase  or acquire any such
shares.

                                       13
<PAGE>

                  3.3  LIMITATION ON LIENS.  So long as the Borrower  shall have
any  obligation  under  this  Note,  the  Borrower  will not  transfer,  pledge,
hypothecate, encumber, license (except for non-exclusive licenses granted by the
Borrower in the ordinary course of business),  sell or otherwise  dispose of any
of the  Collateral  (as  defined in the  Security  Agreement)  without the prior
written consent of the Holder.

                  3.4 SALE OF  ASSETS.  So long as the  Borrower  shall have any
obligation under this Note, the Borrower shall not, without the Holder's written
consent,  sell,  lease or otherwise  dispose of any  significant  portion of its
assets outside the ordinary  course of business.  Any consent to the disposition
of any  assets  may be  conditioned  on a  specified  use  of  the  proceeds  of
disposition.

                  3.5 ADVANCES AND LOANS. So long as the Borrower shall have any
obligation under this Note, the Borrower shall not, without the Holder's written
consent,  lend money,  give credit or make advances to any person,  firm,  joint
venture or corporation,  including,  without  limitation,  officers,  directors,
employees, subsidiaries and affiliates of the Borrower, except loans, credits or
advances (a) in existence or committed on the date hereof and which the Borrower
has  informed  Holder  in  writing  prior  to the date  hereof,  (b) made in the
ordinary course of business or (c) not in excess of $50,000.

                  3.6 CONTINGENT LIABILITIES. So long as the Borrower shall have
any obligation  under this Note,  the Borrower  shall not,  without the Holder's
written consent, assume, guarantee,  endorse,  contingently agree to purchase or
otherwise  become liable upon the obligation of any person,  firm,  partnership,
joint  venture  or   corporation,   except  by  the  endorsement  of  negotiable
instruments  for  deposit  or  collection  and except  assumptions,  guarantees,
endorsements and  contingencies (a) in existence or committed on the date hereof
and which the Borrower has informed  Holder in writing prior to the date hereof,
and (b) similar transactions in the ordinary course of business.

                         ARTICLE IV. EVENTS OF DEFAULT

                  If any of the following  events of default (each, an "EVENT OF
DEFAULT") shall occur:

                  4.1 FAILURE TO PAY PRINCIPAL OR INTEREST.  The Borrower  fails
to pay the principal hereof or interest  thereon when due on this Note,  whether
at maturity,  upon a Trading  Market  Prepayment  Event pursuant to Section 2.7,
upon acceleration or otherwise;

                  4.2  CONVERSION  AND THE SHARES.  The Borrower  fails to issue
shares of Common Stock to the Holder (or announces or threatens that it will not
honor its  obligation  to do so) upon  exercise by the Holder of the  conversion
rights of the Holder in accordance  with the terms of this Note (for a period of
at least  sixty  (60)  days,  if such  failure  is  solely  as a  result  of the
circumstances governed by Section 2.3 and the Borrower is using its best efforts
to  authorize  a  sufficient  number  of  shares  of  Common  Stock  as  soon as
practicable),  fails  to  transfer  or cause  its  transfer  agent  to  transfer
(electronically  or in  certificated  form) any certificate for shares of Common
Stock issued to the Holder upon conversion of or otherwise pursuant to this Note
as and when required by this Note or the Registration Rights Agreement, or fails
to remove any restrictive legend (or to withdraw any stop transfer  instructions
in respect  thereof) on any certificate for any shares of Common Stock issued to
the Holder upon  conversion  of or  otherwise  pursuant to this Note as and when
required  by this  Note or the  Registration  Rights  Agreement  (or  makes  any
announcement,  statement  or  threat  that it  does  not  intend  to  honor  the
obligations  described in this  paragraph)  and any such failure shall  continue
uncured (or any  announcement,  statement or threat not to honor its obligations
shall not be rescinded  in writing)  for ten (10) days after the Borrower  shall
have been notified thereof in writing by the Holder;

                                       14
<PAGE>

                  4.3   FAILURE   TO   TIMELY   FILE   REGISTRATION   OR  EFFECT
REGISTRATION.  The  Borrower  fails to file the  Registration  Statement  within
forty-five  (45) days  following  the Closing  Date (as defined in the  Purchase
Agreement) or obtain  effectiveness with the Securities and Exchange  Commission
of the Registration Statement within one hundred sixty-five (165) days following
the Closing Date (as defined in the  Purchase  Agreement)  or such  Registration
Statement  lapses  in effect  (or  sales  cannot  otherwise  be made  thereunder
effective,  whether by reason of the  Borrower's  failure to amend or supplement
the  prospectus  included  therein in accordance  with the  Registration  Rights
Agreement or otherwise) for more than twenty (20) consecutive days or forty (40)
days in any  twelve  month  period  after  the  Registration  Statement  becomes
effective;

                  4.4 BREACH OF  COVENANTS.  The Borrower  breaches any material
covenant or other  material term or condition  contained in Sections 2.3, 2.6 or
2.7 of this Note, or Sections 4(c),  4(e), 4(h), 4(i), 4(j) or 5 of the Purchase
Agreement and such breach  continues for a period of ten (10) days after written
notice thereof to the Borrower from the Holder;

                  4.5   BREACH   OF   REPRESENTATIONS   AND   WARRANTIES.    Any
representation  or warranty  of the  Borrower  made herein or in any  agreement,
statement  or  certificate  given in writing  pursuant  hereto or in  connection
herewith  (including,   without  limitation,  the  Purchase  Agreement  and  the
Registration  Rights  Agreement),  shall be false or  misleading in any material
respect  when made and the breach of which has (or with the passage of time will
have) a material adverse effect on the rights of the Holder with respect to this
Note, the Purchase Agreement or the Registration Rights Agreement;

                  4.6 RECEIVER OR TRUSTEE. The Borrower or any subsidiary of the
Borrower shall make an assignment for the benefit of creditors,  or apply for or
consent to the  appointment of a receiver or trustee for it or for a substantial
part of its property or business,  or such a receiver or trustee shall otherwise
be appointed;

                  4.7 JUDGMENTS.  Any money  judgment,  writ or similar  process
shall be entered or filed against the Borrower or any subsidiary of the Borrower
or any of its property or other assets for more than $100,000,  and shall remain
unvacated,  unbonded  or  unstayed  for a period  of  twenty  (20)  days  unless
otherwise  consented to by the Holder,  which  consent will not be  unreasonably
withheld;

                                       15
<PAGE>

                  4.8  BANKRUPTCY.  Bankruptcy,  insolvency,  reorganization  or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Borrower or any subsidiary of the Borrower;

                  4.9  DELISTING OF COMMON  STOCK.  The  Borrower  shall fail to
maintain  the  listing  of the  Common  Stock on at least one of the OTCBB or an
equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap
Market, the New York Stock Exchange, or the American Stock Exchange; or

                  4.10  DEFAULT  UNDER  OTHER  NOTES.  An Event of  Default  has
occurred and is continuing  under any of the other Notes issued  pursuant to the
Purchase Agreement,

then,  upon the occurrence and during the  continuation  of any Event of Default
specified in Section 4.1,  4.2,  4.3, 4.4, 4.5, 4.7, 4.9, or 4.10, at the option
of  the  Holders  of a  majority  of  the  aggregate  principal  amount  of  the
outstanding Notes issued pursuant to the Purchase Agreement  exercisable through
the delivery of written  notice to the  Borrower by such  Holders (the  "DEFAULT
NOTICE"),  and upon the  occurrence of an Event of Default  specified in Section
4.6 or 4.8, the Notes shall become  immediately due and payable and the Borrower
shall pay to the Holder, in full satisfaction of its obligations  hereunder,  an
amount  equal  to the  greater  of (i)  130%  TIMES  the  SUM  of (w)  the  then
outstanding  principal  amount of this Note PLUS (x) accrued and unpaid interest
on the  unpaid  principal  amount  of this  Note to the  date  of  payment  (the
"MANDATORY  PREPAYMENT DATE") PLUS (y) Default Interest,  if any, on the amounts
referred to in clauses  (w) and/or (x) PLUS (z) any  amounts  owed to the Holder
pursuant to Sections  2.3 and 2.4(g)  hereof or pursuant to Section  2(c) of the
Registration  Rights  Agreement (the then  outstanding  principal amount of this
Note to the date of payment PLUS the amounts referred to in clauses (x), (y) and
(z) shall collectively be known as the "DEFAULT SUM") or (ii) the "parity value"
of the  Default  Sum to be  prepaid,  where  parity  value means (a) the highest
number of shares  of Common  Stock  issuable  upon  conversion  of or  otherwise
pursuant to such Default Sum in accordance  with Article I, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date"
for purposes of determining the lowest applicable  Conversion Price,  unless the
Default Event arises as a result of a breach in respect of a specific Conversion
Date  in  which  case  such  Conversion  Date  shall  be the  Conversion  Date),
MULTIPLIED  BY (b) the highest  Closing  Price for the Common  Stock  during the
period  beginning  on the date of first  occurrence  of the Event of Default and
ending one day prior to the Mandatory Prepayment Date (the "DEFAULT AMOUNT") and
all other amounts payable  hereunder shall  immediately  become due and payable,
all without  demand,  presentment  or notice,  all of which hereby are expressly
waived, together with all costs, including,  without limitation,  legal fees and
expenses, of collection,  and the Holder shall be entitled to exercise all other
rights and remedies  available at law or in equity. If the Borrower fails to pay
the Default  Amount  within five (5) business  days of written  notice that such
amount is due and payable,  then the Holder shall have the right at any time, so
long as the  Borrower  remains  in default  (and so long and to the extent  that
there are sufficient  authorized shares), to require the Borrower,  upon written
notice,  to  immediately  issue,  in lieu of the Default  Amount,  the number of
shares of Common Stock of the Borrower  equal to the Default  Amount  divided by
the Conversion Price then in effect.

                                       16
<PAGE>

                            ARTICLE V. MISCELLANEOUS

                  5.1 FAILURE OR INDULGENCE  NOT WAIVER.  No failure or delay on
the  part of the  Holder  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  privileges.  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 may be  personally  served or delivered by courier
or sent by United  States  mail and shall be  deemed  to have  been  given  upon
receipt if  personally  served  (which shall include  telephone  line  facsimile
transmission)  or sent by courier or three (3) days after being deposited in the
United States mail, certified,  with postage pre-paid and properly addressed, if
sent by mail.  For the  purposes  hereof,  the address of the Holder shall be as
shown on the records of the Borrower;  and the address of the Borrower  shall be
3800-999 3rd Avenue, Seattle, Washington 98104, facsimile number:  206-224-6207.
Both the Holder and the  Borrower  may change the address for service by service
of written notice to the other as herein provided.

                  5.3 AMENDMENTS. This Note and any provision hereof may only be
amended by an instrument  in writing  signed by the Borrower and the majority in
interest of the  Holders.  The term "Note" and all  reference  thereto,  as used
throughout  this  instrument,  shall mean this  instrument  (and the other Notes
issued pursuant to the Purchase Agreement) as originally  executed,  or if later
amended or supplemented, then as so amended or supplemented.

                  5.4  ASSIGNABILITY.  This  Note  shall  be  binding  upon  the
Borrower and its  successors  and assigns,  and shall inure to be the benefit of
the Holder and its successors and assigns.  Each transferee of this Note must be
an  "accredited  investor"  (as  defined  in  Rule  501(a)  of  the  1933  Act).
Notwithstanding  anything in this Note to the contrary, this Note may be pledged
as  collateral in  connection  with a BONA FIDE margin  account or other lending
arrangement.

                  5.5 COST OF  COLLECTION.  If default is made in the payment of
this  Note,  the  Borrower  shall pay the  Holder  hereof  costs of  collection,
including reasonable attorneys' fees.

                  5.6 GOVERNING  LAW.  THIS NOTE SHALL BE ENFORCED,  GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD
TO THE  PRINCIPLES  OF  CONFLICT OF LAWS.  THE  BORROWER  HEREBY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE  ARISING  UNDER THIS NOTE,  THE  AGREEMENTS
ENTERED INTO IN CONNECTION  HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF SUCH SUIT OR  PROCEEDING.  BOTH PARTIES  FURTHER AGREE THAT
SERVICE OF PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE  ARISING  UNDER
THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES,  INCLUDING  ATTORNEYS'
FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

                                       17
<PAGE>

                  5.7  CERTAIN  AMOUNTS.  Whenever  pursuant  to this  Note  the
Borrower  is required  to pay an amount in excess of the  outstanding  principal
amount (or the portion  thereof  required to be paid at that time) plus  accrued
and unpaid interest plus Default Interest on such interest, the Borrower and the
Holder  agree that the actual  damages  to the Holder  from the  receipt of cash
payment on this Note may be difficult to determine  and the amount to be so paid
by the Borrower represents  stipulated damages and not a penalty and is intended
to  compensate  the Holder in part for loss of the  opportunity  to convert this
Note and to earn a return from the sale of shares of Common Stock  acquired upon
conversion  of this Note at a price in excess of the price paid for such  shares
pursuant to this Note. The Borrower and the Holder hereby agree that such amount
of stipulated  damages is not plainly  disproportionate  to the possible loss to
the Holder from the receipt of a cash payment without the opportunity to convert
this Note into shares of Common Stock.

                  5.8  ALLOCATIONS OF MAXIMUM SHARE AMOUNT AND RESERVED  AMOUNT.
The Maximum  Share Amount and Reserved  Amount shall be allocated pro rata among
the Holders of Notes based on the principal  amount of such Notes issued to each
Holder.  Each increase to the Maximum Share Amount and Reserved  Amount shall be
allocated pro rata among the Holders of Notes based on the  principal  amount of
such Notes held by each Holder at the time of the increase in the Maximum  Share
Amount  or  Reserved  Amount.  In the  event a Holder  shall  sell or  otherwise
transfer any of such Holder's Notes,  each  transferee  shall be allocated a pro
rata portion of such transferor's  Maximum Share Amount and Reserved Amount. Any
portion of the Maximum Share Amount or Reserved  Amount which remains  allocated
to any person or entity  which does not hold any Notes shall be allocated to the
remaining Holders of Notes, pro rata based on the principal amount of such Notes
then held by such Holders.

                  5.9  DAMAGES  SHARES.  The shares of Common  Stock that may be
issuable to the Holder  pursuant to Sections 2.3 and 2.4(g)  hereof and pursuant
to Section 2(c) of the Registration Rights Agreement ("DAMAGES SHARES") shall be
treated as Common Stock  issuable upon  conversion of this Note for all purposes
hereof and shall be subject to all of the  limitations  and  afforded all of the
rights of the other shares of Common Stock issuable hereunder, including without
limitation,  the  right  to be  included  in the  Registration  Statement  filed
pursuant to the  Registration  Rights  Agreement.  For  purposes of  calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided herein,  amounts  convertible  into Damages Shares ("DAMAGES  AMOUNTS")
shall not bear  interest but must be converted  prior to the  conversion  of any
outstanding  principal amount hereof,  until the outstanding  Damages Amounts is
zero.

                                       18
<PAGE>

                  5.10  DENOMINATIONS.  At  the  request  of  the  Holder,  upon
surrender  of this Note,  the  Borrower  shall  promptly  issue new Notes in the
aggregate  outstanding  principal  amount  hereof,  in the form hereof,  in such
denominations of at least $50,000 as the Holder shall request.

                  5.11 PURCHASE AGREEMENT.  By its acceptance of this Note, each
Holder agrees to be bound by the applicable terms of the Purchase Agreement.

                  5.12 NOTICE OF CORPORATE EVENTS.  Except as otherwise provided
below,  the Holder of this Note shall have no rights as a Holder of Common Stock
unless and only to the extent that it converts this Note into Common Stock.  The
Borrower shall provide the Holder with prior  notification of any meeting of the
Borrower's  shareholders  (and copies of proxy  materials and other  information
sent to shareholders). In the event of any taking by the Borrower of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive  payment of any dividend or other  distribution,  any right to subscribe
for, purchase or otherwise acquire  (including by way of merger,  consolidation,
reclassification  or  recapitalization)  any  share of any  class  or any  other
securities  or property,  or to receive any other  right,  or for the purpose of
determining  shareholders  who  are  entitled  to vote in  connection  with  any
proposed sale, lease or conveyance of all or substantially  all of the assets of
the  Borrower  or any  proposed  liquidation,  dissolution  or winding up of the
Borrower,  the Borrower shall mail a notice to the Holder,  at least twenty (20)
days prior to the record  date  specified  therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution,  right or other event, and a brief statement  regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time. The Borrower shall make a public  announcement  of any event
requiring notification to the Holder hereunder substantially simultaneously with
the  notification  to the Holder in  accordance  with the terms of this  Section
5.12.

                  5.13 REMEDIES.  The Borrower  acknowledges that a breach by it
of its  obligations  hereunder  will cause  irreparable  harm to the Holder,  by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly,  the Borrower  acknowledges  that the remedy at law for a breach of
its obligations under this Note will be inadequate and agrees, in the event of a
breach or threatened breach by the Borrower of the provisions of this Note, that
the Holder shall be entitled, in addition to all other available remedies at law
or in  equity,  and  in  addition  to the  penalties  assessable  herein,  to an
injunction or injunctions  restraining,  preventing or curing any breach of this
Note and to enforce  specifically the terms and provisions thereof,  without the
necessity of showing  economic loss and without any bond or other security being
required.

                  5.14 RESTATEMENT. THIS NOTE IS AN AMENDMENT TO AND RESTATEMENT
OF, THE CALLABLE  SECURED  CONVERTIBLE  NOTE DATED  DECEMBER 7, 2005  PREVIOUSLY
EXECUTED BY THE  UNDERSIGNED  IN FAVOR OF AJW  QUALIFIED  PARTNERS,  LLC AND ITS
EXECUTION  AND DELIVERY  DOES NOT EVIDENCE A  CANCELLATION  OF THE  INDEBTEDNESS
EVIDENCED BY THAT CALLABLE SECURED CONVERTIBLE NOTE.

                                       19
<PAGE>

                            ARTICLE VI. CALL OPTION

                  6.1 CALL  OPTION.  Notwithstanding  anything  to the  contrary
contained  in this  Article  VII so long as (i) no Event of  Default  or Trading
Market  Prepayment  Event shall have  occurred and be  continuing,  and (ii) the
Borrower has a sufficient  number of authorized  shares of Common Stock reserved
for issuance  upon full  conversion  of the Notes,  then,  at any time after the
Issue Date, the Borrower shall have the right,  exercisable on not less than ten
(10) Trading Days prior written notice to the Holders of the Notes (which notice
may not be sent to the Holders of the Notes until the  Borrower is  permitted to
prepay the Notes pursuant to this Section 6.1), to prepay all of the outstanding
Notes in accordance  with this Section 6.1. Any notice of  prepayment  hereunder
(an  "OPTIONAL  PREPAYMENT")  shall be  delivered to the Holders of the Notes at
their  registered  addresses  appearing on the books and records of the Borrower
and shall state (1) that the Borrower is  exercising  its right to prepay all of
the Notes issued on the Issue Date and (2) the date of prepayment (the "OPTIONAL
PREPAYMENT NOTICE").  On the date fixed for prepayment (the "OPTIONAL PREPAYMENT
DATE"),  the Borrower shall make payment of the Optional  Prepayment  Amount (as
defined  below) to or upon the order of the Holders as  specified by the Holders
in writing to the  Borrower at least one (1)  business day prior to the Optional
Prepayment  Date. If the Borrower  exercises its right to prepay the Notes,  the
Borrower  shall make payment to the holders of an amount in cash (the  "OPTIONAL
PREPAYMENT  AMOUNT")  equal to (1) if the  Common  Stock is  trading at or below
$3.00  per  share,  130%  multiplied  by the  sum of (w)  the  then  outstanding
principal amount of this Note PLUS (x) accrued and unpaid interest on the unpaid
principal  amount of this Note to the Optional  Prepayment Date PLUS (y) Default
Interest, if any, on the amounts referred to in clauses (w) and (x) PLUS (z) any
amounts  owed to the  Holder  pursuant  to  Sections  2.3 and  2.4(g)  hereof or
pursuant  to  Section  2(c)  of the  Registration  Rights  Agreement  (the  then
outstanding  principal  amount  of this  Note to the  date of  payment  PLUS the
amounts  referred to in clauses (x), (y) and (z) shall  collectively be known as
the "OPTIONAL PREPAYMENT SUM") or (2) if the Common Stock is trading above $3.00
per share,  the  Optional  Prepayment  Sum PLUS the product of (A) the number of
shares of Common Stock then  issuable  upon full  conversion of this Note (based
upon the then applicable  Conversion  Price and without regard to the limitation
set forth in Section 2.1)  multiplied by (B) the difference  between the average
of the Average Daily Prices for the Common Stock for the preceding five (5) days
MINUS  the  then  applicable  Conversion  Price.  Notwithstanding  notice  of an
Optional  Prepayment,  the  Holders  shall at all  times  prior to the  Optional
Prepayment Date maintain the right to convert all or any portion of the Notes in
accordance  with Article II and any portion of Notes so converted  after receipt
of an Optional  Prepayment Notice and prior to the Optional  Prepayment Date set
forth in such notice and payment of the  aggregate  Optional  Prepayment  Amount
shall be deducted from the principal amount of Notes which are otherwise subject
to  prepayment  pursuant to such notice.  If the  Borrower  delivers an Optional
Prepayment  Notice and fails to pay the  Optional  Prepayment  Amount due to the
Holders  of the Notes  within  two (2)  business  days  following  the  Optional
Prepayment  Date,  the Borrower  shall  forever  forfeit its right to redeem the
Notes pursuant to this Section 6.1.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>






                  IN WITNESS WHEREOF, Borrower has caused this Note to be signed
in its name by its duly authorized officer this 9th day of December, 2005.


                                    EPICUS COMMUNICATIONS GROUP, INC.



                                    By:  /s/ Gerard Haryman
                                    ------------------------------
                                             Gerard Haryman
                                             President



                                       21
<PAGE>




                                    EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                         in order to Convert the Notes)

                  The   undersigned   hereby   irrevocably   elects  to  convert
$__________  principal  amount of the Note (defined below) into shares of common
stock,  par value $.001 per share  ("COMMON  STOCK"),  of Epicus  Communications
Group, Inc., a Florida corporation (the "BORROWER")  according to the conditions
of the  convertible  Amended  and  Restated  Notes of the  Borrower  dated as of
December 9, 2005 (the "Notes"),  as of the date written below. If securities are
to be issued in the name of a person other than the undersigned, the undersigned
will pay all  transfer  taxes  payable with  respect  thereto and is  delivering
herewith  such  certificates.  No fee  will be  charged  to the  Holder  for any
conversion,  except for transfer  taxes, if any. A copy of each Note is attached
hereto (or evidence of loss, theft or destruction thereof).

                  The Borrower  shall  electronically  transmit the Common Stock
issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit  Withdrawal Agent Commission  system
("DWAC TRANSFER").

         Name of DTC Prime Broker:___________________________________________
         Account Number:_____________________________________________________

                  In lieu of receiving shares of Common Stock issuable  pursuant
to this Notice of Conversion by way of a DWAC Transfer,  the undersigned  hereby
requests that the Borrower issue a certificate or certificates for the number of
shares of Common Stock set forth below (which  numbers are based on the Holder's
calculation  attached hereto) in the name(s) specified  immediately below or, if
additional space is necessary, on an attachment hereto:

         Name:_______________________________________________________________
         Address:____________________________________________________________

                  The  undersigned  represents  and warrants that all offers and
sales by the  undersigned of the  securities  issuable to the  undersigned  upon
conversion of the Notes shall be made pursuant to registration of the securities
under the  Securities  Act of 1933,  as amended (the  "ACT"),  or pursuant to an
exemption from registration under the Act.

                  Date of Conversion:__________________________
                  Applicable Conversion Price:_________________
                  Number of Shares of Common Stock to
                  be Issued Pursuant to
                  Conversion of the Notes:_____________________
                  Signature:___________________________________
                  Name:________________________________________
                  Address:_____________________________________




                                       22
<PAGE>




The  Borrower  shall issue and deliver  shares of Common  Stock to an  overnight
courier not later than three  business  days  following  receipt of the original
Note(s) to be converted,  and shall make payments  pursuant to the Notes for the
number of business days such issuance and delivery is late.


                                       23
<PAGE>



                                    EXHIBIT B

                           CONVERSION ELECTION NOTICE


(To be  executed  by the  Holder  in order to  convert  all or part of a Monthly
Amount into Common Stock)



[Name and Address of Holder]

Holder hereby elects to convert  $_______________  of the Monthly  Amount due on
[specify applicable  Repayment Date] under the Convertible Note issued by EPICUS
COMMUNICATIONS  GROUP,  INC.  dated  December  9, 2005 by  delivery of Shares of
Common  Stock  of  EPICUS  COMMUNICATIONS  GROUP,  INC.  on and  subject  to the
conditions set forth in Article II of such Note.

1. _______ Initial Market Price: ______ $

2. _______ Amount to be Paid: _________ $

3. _______ Shares To Be Delivered (2 divided by 1):

4.       Cash payment to be made by Borrower:                 $ ____________


Date:                                                           ____________


                                                     By:        ____________

                                                     Name:      ____________

                                                     Title:     ____________


                                       24