THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
      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 OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO APRECIA, INC. THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


    
      	
              Principal
                Amount: $_________

            	
              Issue
                Date: May ___, 2007

            
	
              Purchase
                Price: $__________

            	 


    

    


    SECURED
      NOTE

    


    FOR
      VALUE
      RECEIVED, APRECIA, INC., a Delaware corporation (hereinafter called "Borrower"),
      hereby promises to pay to ______________________________________________ (the
      "Holder") or order, without demand, the sum of ___________________________
      Dollars ($__________), with simple and unpaid interest thereon, on September
      ____, 2007 (the "Maturity Date"), if not paid sooner.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower and the Holder, dated of even date herewith (the “Subscription
      Agreement”), and shall be governed by the terms of such Subscription Agreement.
      Unless otherwise separately defined herein, all capitalized terms used in this
      Note shall have the same meaning as is set forth in the Subscription Agreement.
      The following terms shall apply to this Note:

    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Payment
      Grace Period.
      The
      Borrower shall have a five (5) business day grace period to pay any monetary
      amounts due under this Note, after which grace period and during the pendency
      of
      an Event of Default (as defined in Article III) a default interest rate of
      eighteen percent (18%) per annum shall apply to the amounts owed
      hereunder.

    


    1.2.  Interest
      Rate.
      Subject
      to Sections 1.1 and 4.7 hereof, interest payable on this Note shall accrue
      at a
      rate per annum (the "Interest Rate") of seven percent (7%). Interest on the
      Principal Amount shall accrue from the date of this Note and shall be payable,
      in arrears, together with Principal Amount payments as described below and
      on
      the Maturity Date, whether by acceleration or otherwise.

    


    ARTICLE
      II

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    2.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of principal, interest or other sum due
      under this Note when due and such failure continues for a period of five (5)
      business days after the due date. The five (5) day period described in this
      Section 2.1 is the same five (5) business day period described in Section 1.1
      hereof.

    


    2.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other material term or condition
      of
      the Subscription Agreement or this Note in any material respect and such breach,
      if subject to cure, continues for a period of ten (10) business days after
      written notice to the Borrower from the Holder.

    


    2.3 Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the
      Subscription Agreement, or in any agreement, statement or certificate given
      in
      writing pursuant hereto or in connection therewith shall be false or misleading
      in any material respect as of the date made and the Closing Date.

    


    2.4 Receiver
      or Trustee.
      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 without the consent of the Borrower is not dismissed within
      forty-five (45) days of appointment.

    


    2.5 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $50,000, and
      shall
      remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60)
      days.

    


    2.6 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within sixty (60) days of initiation.

    


    2.7 Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $50,000 for more than thirty days after the due
      date, unless the Borrower is contesting the validity of such obligation in
      good
      faith and has segregated cash funds equal to not less than one-half of the
      disputed amount.

    


    2.8 Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension that lasts
      for ten or more consecutive trading days.

    


    2.9 Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to deliver Common Stock to the Holder pursuant to and in
      the
      form required by Section 11 of the Subscription Agreement, or, if required,
      a
      replacement Note more than five Business Days after the required delivery date
      of such Common Stock or Note.

     

    2.10 Delisting.
      Failure
      of the Common Stock to be quoted or listed on the OTC Bulletin Board (“Bulletin
      Board”) or other Principal Market; failure to comply with the requirements for
      continued listing on the Bulletin Board for a period of seven consecutive
      trading days; or notification from the Bulletin Board or any Principal Market
      that the Borrower is not in compliance with the conditions for such continued
      listing on the Bulletin Board or other Principal Market.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    2.11 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any other agreement to which the Borrower and Holder are parties, or the
      occurrence of a material event of default under any such other agreement which
      is not cured after any required notice and/or cure period.

    


    ARTICLE
      III

    


    SECURITY
      INTEREST

    


    3. Security
      Interest/Waiver of Automatic Stay.
      This
      Note is secured by a security interest granted to the Holder pursuant to a
      Security Agreement, as delivered by Borrower to Holder. The Borrower
      acknowledges and agrees that should a proceeding under any bankruptcy or
      insolvency law be commenced by or against the Borrower, or if any of the
      Collateral (as defined in the Security Agreement) should become the subject
      of
      any bankruptcy or insolvency proceeding, then the Holder should be entitled
      to,
      among other relief to which the Holder may be entitled under the Transaction
      Documents and any other agreement to which the Borrower and Holder are parties
      (collectively, "Loan Documents") and/or applicable law, an order from the court
      granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section
      362 to permit the Holder to exercise all of its rights and remedies pursuant
      to
      the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE
      BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE,
      THE
      BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362
      NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE
      (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT,
      CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE
      ANY
      OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.
      The
      Borrower hereby consents to any motion for relief from stay that may be filed
      by
      the Holder in any bankruptcy or insolvency proceeding initiated by or against
      the Borrower and, further, agrees not to file any opposition to any motion
      for
      relief from stay filed by the Holder. The Borrower represents, acknowledges
      and
      agrees that this provision is a specific and material aspect of the Loan
      Documents, and that the Holder would not agree to the terms of the Loan
      Documents if this waiver were not a part of this Note. The Borrower further
      represents, acknowledges and agrees that this waiver is knowingly, intelligently
      and voluntarily made, that neither the Holder nor any person acting on behalf
      of
      the Holder has made any representations to induce this waiver, that the Borrower
      has been represented (or has had the opportunity to he represented) in the
      signing of this Note and the Loan Documents and in the making of this waiver
      by
      independent legal counsel selected by the Borrower and that the Borrower has
      discussed this waiver with counsel.

    


    ARTICLE
      IV

    


    MISCELLANEOUS

    


    4.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of 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.

    


    4.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: Aprecia, Inc., 1177 High
      Ridge Road, Stamford, CT 06905, Attn: Isidore Sobkowski, President and CEO,
      telecopier: (203) 968-9033, with a copy by telecopier only to: Hilary B. Miller,
      Esq., 112 Parsonage Road, Greenwich, Connecticut 06830-3942, telecopier number:
      (914) 206-3727, and (ii) if to the Holder, to the name, address and telecopy
      number set forth on the front page of this Note, with a copy by telecopier
      only
      to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
      10176, telecopier number: (212) 697-3575.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    4.3 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.

    


    4.4 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.

    


    4.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

     

    4.6 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 civil or state
      courts of New York or in the federal courts located in the State and county
      of
      New York. Both parties and the individual signing this Agreement 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
      decision in favor of the Holder. This
      Note shall be deemed an unconditional obligation of Borrower for the payment
      of
      money and, without limitation to any other remedies of Holder, may be enforced
      against Borrower by summary proceeding pursuant to New York Civil Procedure
      Law
      and Rules Section 3213 or any similar rule or statute in the jurisdiction where
      enforcement is sought. For purposes of such rule or statute, any other document
      or agreement to which Holder and Borrower are parties or which Borrower
      delivered to Holder, which may be convenient or necessary to determine Holder’s
      rights hereunder or Borrower’s obligations to Holder are deemed a part of this
      Note, whether or not such other document or agreement was delivered together
      herewith or was executed apart from this Note.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4.7 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.

     

    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ____ day of May, 2007.

    


    
      	 	APRECIA,
              INC.
              


              


              


              By:________________________________

              Name:
                

              Title:
                

            


    

     

    WITNESS:

    


    


    ______________________________________

    


    
      
         

      

      
        5