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.

     

    SECURED
      CONVERTIBLE PROMISSORY NOTE

    

      
        	
                Up
                  to $300,000.00

              	
                December3,
                  2007

              


      

    

     

    FOR
      VALUE
      RECEIVED, the undersigned, TELECLICK TECHNOLOGIES, LTD., an Israeli limited
      company, with an address of 7 Gibori Israel Street, Natanya 42504, Israel (
      the
“Maker”),
      promises to pay to the order of POWERRAISE,
      INC., a
      Nevada
      corporation with an address of 1687 West Broadway, Vancouver, B.C., Canada,
      (
      the “Holder,”
which
      term shall also include any permitted assignee of Holder), the principal sum
      of
      up to Three Hundred Thousand Dollars ($300,000.00) or so much thereof as may
      be
      advanced to Maker from time to time (the “Principal
      Amount”)
      on
      December 3, 2008 (the “Maturity Date”) in accordance with the terms of this
      Secured Convertible Promissory Note (this “Note”),
      together with interest, as provided herein. 

     

    1. Advances.
      If
      funded in full, the proceeds of the loan evidenced by this Note will be advanced
      to Maker in three (3) separate installments, in accordance with the following
      terms and conditions:

     

    (a) The
      Maker
      acknowledges the payment of Eighty Two Thousand Dollars ($82,000) made to the
      Maker on November 1, 2007, pursuant to the terms of that certain Letter
      Agreement, dated October 17, 2007, between the Maker and the Holder, shall
      be
      deemed the first advancement under this Note.

     

    (b)
       On
      December 15, 2007, the Holder shall make the second advance under this Note
      to
      Maker in the amount of One Hundred Thousand Dollars ($100,000).

     

    (c) On
      January 15, 2008, the Holder shall make the third advance under this Note to
      the
      Maker in the amount of One Hundred Twelve Thousand Dollars
      ($112,000).

     

    2. Interest
      Rate and Payments. Interest
      on the outstanding balance of the Principal Amount shall accrue from the date
      of
      this Note (including the $82,000 previously advanced) and shall be due, payable
      in arrears, together with, at the same time and in the same manner as payment
      of
      the Principal Amount, on the Maturity Date. Interest on the outstanding
      principal balance of this Note shall accrue at the rate of fifteen percent
      (15%)
      per annum (the “Interest Rate”). All payments under this Note shall be paid in
      lawful money of the United States of America during regular business hours
      at
      the address of Holder set forth above or at such other place as Holder may
      from
      time to time designate in writing. 

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    3. Prepayment.
      Maker
      shall have the right to prepay all or any portion of the outstanding Principal
      Amount and accrued interest thereon at any time without penalty or premium.
      All
      payments hereunder when paid shall be applied first to the payment of all
      accrued interest and the balance shall be applied to principal

     

    4. Conversion.
      The
      Holder shall have the right at any time on or prior to the Maturity Date to
      convert the outstanding balance of the Principal Amount and the accrued balance
      thereon, in whole or in part, into ordinary shares of the Maker up to an amount
      equal to ninety nine percent (99%) of the authorized share capital of the Maker
      on a fully diluted basis. Upon conversion of the entire balance of the Principal
      Amount and all accrued interest thereon, the Maker shall have no further
      obligations under this Note. The ordinary shares of the Maker acquired by the
      Holder upon conversion of this Note are referred to herein as the
“Shares.”

     

    5. Representations
      and Warranties.
      The
      Maker
      represents and warrants to the Holder as follows: 

     

    (a)
       The
      Maker
      is a corporation duly incorporated and validly existing under the laws of the
      State of Israel.

     

    (b) The
      Maker
      has the full power and authority to execute this Note and to consummate the
      transactions contemplated hereby. No consent of any third party is required
      in
      order for the Maker to enter into this Note and perform all of its obligations
      hereunder, including without limitation, the issuance of the
      Shares.

     

    (c) This
      Note
      has been duly and validly authorized and executed by the board of directors
      of
      the Maker and constitutes a valid and binding obligation of the Maker
      enforceable against the Maker in accordance with the terms of
      hereof.

     

    (d) The
      execution, delivery and performance of this Note and any other documents
      required to be executed and delivered in connection herewith by the Maker does
      not conflict with, or constitute a default under, any organizational documents
      or other instruments governing the Maker, any law, regulation or order, or
      any
      agreement to which the Maker is a party or by which the Maker or its property
      is
      bound.

     

    (e) The
      Shares shall be fully paid, validly issued ordinary shares of the Maker and
      shall be unencumbered and free and clear of any preemptive rights, rights of
      first refusal or any other restrictions and other third party
      rights.

     

    (f) As
      of the
      date hereof, all the issued share capital of the Maker (1,000
      Ordinary Shares with NIS 0.01 par value each) is held by Abramovich Trust
      Company Ltd., the trust company holding the Shares for the benefit of [Dan
      Aridan].
      Neither
      the Maker nor [Dan Aridan] has any agreements or arrangements with any persons
      in connection with the issued shares capital of the Maker. 

     

    6. Covenants. 

     

    (a) The
      Maker
      shall not (i) pay, declare or set apart for such payment, any dividend or other
      distribution (whether in cash, property or other securities) on its capital
      stock or (ii) directly or indirectly make any other payment or distribution
      in
      respect of its capital stock.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (b) The
      Maker
      shall not (i) 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 Maker
      or
      issue any convertible securities, warrants, rights or options to purchase or
      acquire any such shares.

     

    (c)
       The
      Maker
      shall not create, incur, assume or suffer to exist any liability for borrowed
      money, except borrowings in existence or committed on the date hereof and of
      which the Maker has informed Holder in writing prior to the date
      hereof.

     

    (d) The
      Maker
      shall not sell, lease or otherwise dispose of any portion of its
      assets.

     

    (e) The
      Maker
      shall not lend money, give credit or make advances to any person, firm, joint
      venture or corporation, including, without limitation, officers, directors,
      employees and affiliates of the Maker.

     

    (f) The
      Maker
      shall not 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. 

     

    7. Security
      Interest.
      This
      Note
      shall be secured by all of Maker's right, title and interest, in and to any
      and
      all assets of Maker, whether now existing or hereafter arising or acquired,
      wherever located, together with all attachments, accessions and equipment now
      or
      hereafter affixed thereto or used in connection therewith, all substitutions
      and
      replacements thereof, all supporting obligations thereof, and all proceeds
      thereof. 

     

    8. Event
      of Default and Acceleration.
      Upon the
      occurrence and continuance of an Event of Default (hereafter defined), interest
      shall accrue on the unpaid balance of the Principal Amount at a rate of ___
      percent (__%) per month (the “Default Interest Rate”).

    


    (a) In
      case
      one or more of the following events (each, an “Event of Default”) (whatever the
      reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body) shall have occurred and be
      continuing:

    


    (i) Default
      in the payment, when due or declared due, of any principal or interest payments
      hereunder.

    


    (ii) Maker
      makes a general assignment for the benefit of creditors; or, in the absence
      of
      such application, consent, acquiescence or action, a trustee, receiver or other
      custodian is appointed for Maker; or for a substantial part of the property
      of
      Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding
      under any bankruptcy or insolvency law, or any dissolution or liquidation
      proceeding, is authorized or instituted by, or instituted against, Maker; or
      any
      warrant of attachment or similar legal process is issued against any substantial
      part of the property of Maker.

    


    (iii) Any
      representation or warranty made by Maker under this Note shall be untrue or
      misleading in any respect when made.

    


    (iv) Maker
      shall have breached any of its covenants and agreements hereunder.

    then,
      in
      each case where an Event of Default occurs, the Holder, by notice in writing
      to
      Maker shall inform Maker of such Event of Default and if such default is not
      cured within five (5) days from the date such notice is received by Maker,
      then
      Holder, may, at its option, declare the outstanding Principal Amount to be
      due
      and payable immediately, and upon any such
      declaration the same shall become immediately due and payable. 

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    9. Certain
      Waivers.
      Maker
      hereby waives demand, presentment for payment, protest, notice of dishonor
      and
      of protest.

     

    10. Governing
      Law.
      Maker
      hereby acknowledges, consents and agrees that the provisions of this
Note
      and the
      rights of all parties mentioned herein shall be governed by the laws of the
      State of Israel and interpreted and construed in accordance with such
      laws.

     

    11. Successors.
      This
      Note shall be binding upon Maker 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). 

     

    12. Captions.
      Titles
      or
      captions of sections contained in this Note
      are
      inserted only as a matter of convenience and for reference, and in no way are
      intended to define, limit, extend or describe the scope of this Note
      or the
      intent of any provision hereof.

     

    13. Severability.
      If any
      one or more of the provisions of this Note
      or the
      application thereof shall be declared invalid, illegal or unenforceable in
      any
      respect by a court of competent jurisdiction, the validity, legality and
      enforceability of the remaining provisions hereof and any other application
      thereof shall in no way be affected or impaired.

     

    14.
       Notices.
      Any
      notice required or permitted under this Note shall be in writing and shall
      be
      deemed to have been given on the date of delivery, if personally delivered
      or
      delivered by courier, overnight express or other method of verified delivery,
      to
      the party to whom notice is to be given, and addressed to the addressee at
      the
      address of the addressee set forth herein, or to the most recent address,
      specified by written notice, given to the sender pursuant to this
      paragraph.

     

    15. Entire
      Agreement; Amendments.
      This
      Note constitutes the entire agreement of the parties with regard to the subject
      matter hereof. Any term of this Note may be amended and the observance of any
      term of this Note may be waived (either general or in a particular instance
      and
      either retroactively or prospectively), only with the written consent of Maker
      and Holder. Any amendment or waiver effected in accordance with this section
      shall be binding upon Maker and Holder.

     

    16.
       Waiver
      of Jury Trial.
      EACH
      PARTY HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND
      ARISING UNDER OR RELATING IN ANY WAY TO THIS NOTE. EACH PARTY ACKNOWLEDGES
      THAT
      THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENTS THAT THIS WAIVER IS MADE
      KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF SUCH PARTY’S CHOICE
      OR THE OPPORTUNITY TO CONSULT WITH COUNSEL OF SUCH PARTY’S CHOICE. EACH PARTY
      HERETO AGREES THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT
      HAVING JURISDICTION, WITHOUT A JURY.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, Maker and Holder have executed this Secured Convertible
      Promissory Note under seal on the day and year first above written.


     

    
      	ATTEST/WITNESS: 	MAKER: 
	 	 
	 	TELECLICK TECHNOLOGIES, LTD.
	 	 
	______________________________	By: /s/
              Dan
              Aridan                  
              (SEAL)
	 	
              Name:
                Dan Aridan

              Its:
                Director

            
	 	 
	ATTEST/WITNESS:	HOLDER:
	 	 
	 	POWERRAISE, INC.
	 	 
	______________________________	
              By:
                /s/
                Shlomo Friedman
                (SEAL)

              Name:
                Shlomo Friedman

              Its:
                President and Chief Executive
                Officer

            


    

     

    
      
         

      

      
        -5-