Exhibit
      4.1 

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
      LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY
      APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
      REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED BECAUSE
      OF AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

    


    PROMISSORY
      NOTE

     

    
      	$_____________ 	
              __________,
                2007 

            


    

            


    FOR
      VALUE
      RECEIVED, Pure Vanilla eXchange, Inc., a Nevada corporation with an address
      at
      805 Third Avenue, New York NY 10022 (the “Company”),
      promises to pay to the order of [HOLDER]
      (“Holder”),
      the
      principal sum of ______________________ ($_________) plus interest on the
      outstanding principal from the date hereof to and including the day when
      principal is paid in full. Interest shall accrue monthly at the annual rate
      of
      nine and nine tenths percent (9.9%) per annum; provided that so long as an
      Event
      of Default (as hereinafter defined), or any event which with notice or passage
      of time or both would constitute an Event of Default, shall exist and be
      continuing, interest shall accrue daily at the rate of five percent (15%) per
      annum.

    


    1.
      Payments.
      The
      Company shall pay principal and accrued interest on the earlier of (i) two
      business days after the date on which the Company has raised and reported,
      in
      the aggregate from February 12, 2007 to the date of such report, $20 million
      of
“Net
      Financing”
      (defined below) provided, all “Indebtedness”
defined
      in the Senior Secured Convertible Note issued on December 26, 2006 in the
      original principal amount of $1,500,000 to Gottbetter Master, Ltd. has been
      paid
      in full and (ii) April 5, 2008. For the purposes of this Note, “Net
      Financing”
means,
      the gross proceeds received by the Company from the sale of any of its
      securities, less any loans that have been outstanding for a term of less than
      six months on the date such financing is closed (regardless of the maturity
      at
      the date of issue) that are repaid from the proceeds of the Financing. Payments
      shall be made at the offices of the Company or at such other place as Holder
      or
      any subsequent holder may designate to the Company in writing.

    


    2. Prepayment.
      The
      indebtedness evidenced by this Note may be prepaid at any time and from time
      to
      time, without advance notice to Holder, in whole or in part without premium
      or
      penalty, but with accrued and unpaid interest to the date of prepayment on
      the
      amount of principal being prepaid.

     

    3. Events
      of Default.
      If any
      of the following events shall occur and be continuing, Holder may, by notice
      to
      the Company, declare this Note, all accrued and unpaid interest hereon, and
      all
      other amounts payable hereunder to be due and payable, whereupon the same shall
      become due and payable,10 days after notice to the Company if during such 10
      day
      period, the Company shall fail to cure the event (an “Event
      of Default”):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    a. There
      is
      a failure to make any payment of principal of, interest on, or any other amount
      payable under this Note, or the Company breaches any other obligation to Holder
      hereunder, or the Holder uses the proceeds of this note for any purpose other
      than payroll expenses or payment to consultants in the ordinary course of
      business consistent with agreements in effect with such consultants entered
      into
      prior to February 14, 2007. 

    


    b. Any
      proceedings shall be instituted by or against the Company seeking either (i)
      an
      order for relief with respect to, or reorganization, arrangement, adjustment
      or
      composition of, its debts under the United States Bankruptcy Code or under
      any
      other law relating to bankruptcy, insolvency, reorganization or relief of
      debtors, or (ii) appointment of a trustee, receiver or similar official for
      the
      Company or for any substantial part of its property; and, with respect only
      to a
      proceeding instituted against the Company, such proceeding is not dismissed
      within sixty (60) days thereafter;

     

    c. The
      Company’s failure to conduct business in the ordinary course, dissolution or
      termination of existence;

    


    d. Any
      sale,
      transfer, pledge, lien, grant of a security interest or other disposition,
      outside the ordinary course of business, in or of any material assets or a
      material portion of the assets or business of the Company, except a disposition
      of assets to a wholly owned subsidiary of the Company;

    


    e. Any
      declaration or payment by the Company of any dividend or distribution with
      respect to its capital stock; any payment with respect to any stock appreciation
      right, phantom stock or similar plan; or redemption of any shares of its capital
      stock, or of options, warrants, or other rights to acquire, or securities
      convertible into its capital stock; 

    


    f. A
      final
      judgment or order for the payment of money in excess of $100,000 shall be
      rendered against the Company and such judgment or order shall continue
      unsatisfied, in effect and unstayed for a period of thirty (30) consecutive
      days

    


    g. The
      failure of the Company to comply in all material respects with all applicable
      laws, rules, regulations or orders, including, without limitation, (i) paying
      before same become due all taxes, assessments and governmental charges imposed
      upon it, upon its income and profits or upon its property, except to the extent
      contested in good faith and covered by adequate reserves, and (ii) compliance
      with all applicable environmental and toxic substance laws, rules and
      regulations; or 

    


    4. No
      Waiver, etc.
      No delay
      or omission on the part of Holder in exercising any right hereunder shall
      operate as a waiver of such right or of any other right of Holder, nor shall
      any
      delay, omission or waiver on any one occasion be deemed a bar to or waiver
      of
      the same or any other right on any future occasion. The Company and every
      endorser of this Note, regardless of the time, order or place of signing, waives
      presentment, demand, protest and notices of every kind with respect to this
      Note
      and assents (i) to any extension or postponement of the time of payment and
      to
      any other indulgence, (ii) to the addition or release of, or any compromise
      or
      settlement with, any endorser or other party or person primarily or secondarily
      liable hereunder, and (iii) to the addition or release of, the failure to take
      or perfect an interest in, any compromise or settlement with respect to, or
      any
      delay in proceeding or failure to proceed against, any collateral or other
      security for this Note.

     

    
      
         

      

      
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    5. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York applicable to contracts made and to be performed wholly within
      New
      York State, without giving effect to conflict of laws principles.

    


    6. Subordination.
      The
      following provisions are for the benefit of Holder of Senior Indebtedness
      (defined below).

     

    (a) Subordination.
      Holder
      for itself, its successors and assigns covenants and agrees that to the extent
      and in the manner hereinafter set forth, the Loans shall be subordinated and
      subject in right of payment to the prior payment in full of all Senior
      Indebtedness (defined below) solely in the manner set forth in this Section
      6.
      The provisions of this Section 6 are made for the benefit of all holders of
      Senior Indebtedness and are intended to be and are an inducement and a
      consideration for each holder of Senior Indebtedness, whether created on, before
      or after the date hereof, to acquire and hold or continue to hold such Senior
      Indebtedness. Any such holder may proceed to enforce such provisions and Holder
      for itself, its successors and assigns hereby waives notice or proof of reliance
      hereon by any holder of Senior Indebtedness and protest, demand for payment
      and
      notice of default.

    


    (b) “Senior
      Indebtedness”
means
      “Indebtedness”
as
      defined in the Senior Secured Convertible Note issued on December 26, 2006
      in
      the original principal amount of $1,500,000 to Gottbetter Master,
      Ltd.

    


    (c) Subordination
      Agreements.
      Holder
      covenants and agrees that payment of the sums due or to be due under the Notes
      are expressly subordinated to all Senior Indebtedness in the manner provided
      herein, and Holder agrees to enter into any further subordination agreement
      by
      any holder of Senior Indebtedness, provided, however, that such agreement is
      reasonable and consistent with the terms and conditions set forth in this
      Section 5. 

    


    (d) Hold
      Payments in Trust.
      If
      Holder receives any payment in respect of any sum due or to be due under the
      Notes which Holder knows it is not entitled to receive, it will hold any amount
      so received in trust for the benefit of the holders of the Senior Indebtedness
      and will forthwith turn over such payment to such holders of the Senior
      Indebtedness in the form received to be applied on the Senior Indebtedness
      upon
      receipt of written notice from all such holders.

    


    (e) No
      Action.
      Holder
      will not commence any action or proceeding against the Company or any guarantor
      hereof to recover all or any part of this Note or join with any creditor under
      any bankruptcy, reorganization, readjustment or arrangement of debt,
      receivership, liquidation or insolvency law or statute of the federal or any
      state government, unless Holder shall have given the holders of the Senior
      Indebtedness 60 days notice of its intention to do so and unless the holders
      of
      the Senior Indebtedness shall also have the opportunity to join in bringing
      any
      such proceedings against the Company.

     

    (f)
       Changes
      to Senior Indebtedness.
      At any
      time and from time to time, the holders of the Senior Indebtedness may, without
      the consent of or notice to Holder, without incurring responsibility to Holder,
      and without impairing or releasing any of their rights or any of the obligations
      of Holder hereunder:

     

    
      
         

      

      
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    (i) change
      the amount, manner, place or terms of payment or change or extend the time
      of
      payment of or renew or alter the Senior Indebtedness in any manner;

    


    (ii) sell,
      exchange, release or otherwise deal with any property pledged or mortgaged
      to
      secure, or howsoever securing, the Senior Indebtedness;

    


    (iii)
       release
      anyone liable in any manner for the payment or collection of the Senior
      Indebtedness;

    


    (iv)
       exercise
      or refrain from exercising any rights against the Company and others;
      and

    


    (v) apply
      any
      sums by whomsoever paid or however realized to the Senior
      Indebtedness.

    


    7. Notices.
      Any
      notice or other communication required or permitted under this Note shall be
      in
      writing and shall be deemed to have been duly given (i) upon hand delivery,
      or
      (ii) on the third day following delivery to the U.S. Postal Service as certified
      or registered mail, return receipt requested and postage prepaid, or (iii)
      on
      the first day following delivery to a nationally recognized United States
      overnight courier service, fee prepaid, return receipt or other confirmation
      of
      delivery requested, or (iv) when telecopied or sent by facsimile transmission
      if
      an additional notice is also delivered or mailed, as set forth under (i), (ii)
      or (iii) above, within three days thereafter. Any such notice or communication
      shall be delivered or directed to a party at its address set forth above or,
      as
      to each such party or any holder hereof, at such other address as may be
      designated by such party or holder in a notice given to the other parties hereto
      in accordance with the provisions of this paragraph.

    


    8. Maximum
      Interest.
      Notwithstanding any other provisions of this Note, Holder does not intend to
      charge, and the Company shall not be required to pay, any interest or other
      fees
      or charges in excess of the maximum permitted by applicable law. Any payments
      in
      excess of such maximum shall be refunded to the Company or credited against
      unpaid principal.

     

    9. Modifications;
      Waiver.
      No
      modification or waiver of this Note or any part hereof shall be effective unless
      in writing and signed by the Company and Holder. No waiver of any breach or
      condition of this Note shall be deemed to be a waiver of any other or subsequent
      breach or condition, whether of like kind or different nature. No course of
      dealing between the Company and Holder, or between Holder and any other party,
      will be deemed effective to modify, amend, waive or discharge any part of this
      Note or of the rights or obligations of the Company hereunder.

    


    10. Jurisdiction
      and Venue.
      In the
      event that any legal proceedings are commenced in any court with respect to
      any
      matter arising under this Note, the Company specifically consents and agrees
      that: (i) the courts of the State of New York and/or the United States Federal
      Courts located in the State of New York shall have exclusive jurisdiction over
      the Company and over the subject matter of any such proceedings; and (ii) the
      venue of any such action shall be in New York County, New York and/or the United
      States District Court for the Southern District of New York.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, Pure Vanilla eXchange has executed this Note as of the date
      first above written.

     

    
      	 	 	 
	 	Pure
              Vanilla
              eXchange, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Steven
              Yevoli
	 	
              Its
                Chief Executive Officer

            




    
      
         

      

      
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