PROMISSORY NOTE

$_________                                                        April 12, 2007
                                                              New York, New York

      For good and valuable consideration, the receipt of which is hereby
acknowledged, Gales Industries Incorporated, a Delaware corporation (the
"Company"), promises to pay to the order of _________, or her/his registered
assigns (the "Holder"), the principal sum of _________ dollars ($_________), as
such amount may be increased pursuant to Section 1(a) of this Note, together
with interest thereon as provided for herein. The principal amount of this Note
shall be payable (i) on the first day of each month in thirty six equal monthly
installments of principal in the amount of _________ dollars ($_________), as
such amount may be increased pursuant to Section 1(a) of this Note. In addition
to principal there shall be paid to Holder the accrued interest on the
outstanding principal amount of this Note from the date of original issuance of
this Note, through and including the date of payment of such interest, payable
on the first business day of each month commencing May 1, 2007, and continuing
through and including April 1, 2010, or, if earlier, (ii) when, upon or after
the occurrence of an Event of Default (as defined below), such amount is
declared due and payable by the Holder or made automatically due and payable in
accordance with the terms hereof (the "Maturity Date").

      The Company further agrees to pay interest on the unpaid principal sum of
this Note at the rate of seven (7%) percent per annum. In no event shall the
Holder hereof, or any permitted successor or assign, be entitled to receive,
collect or retain any amount of interest paid hereon in excess of that permitted
by applicable law.

      This Note may be prepaid in whole or in part at any time. All payments
made pursuant to this Note shall be applied first to reimbursable expenses,
interest accrued, if any, and then principal.

      This Note is issued pursuant to that certain Stock Purchase Agreement,
dated as of January 2, 2007 (the "Stock Purchase Agreement"), entered into
between the Company and Sigma Metals, Inc ("Sigma").

      The following is a statement of rights of the Holder and the conditions to
which this Note is subject, and to which the Holder, by acceptance of this Note,
agrees:

      1. Increase in Principal. (a) The original principal amount of this Note
represents the proportionate amount due Holder in respect of the "06 Earnings"
of Sigma as defined in Section 2.3A of the Stock Purchase Agreement. Upon
determination of the "07 Earnings" as defined in Section 2.3A, the principal
amount of this Note shall be deemed to have been increased as of the issuance
date of this Note by Holder's proportionate share of the 07 Earnings (the " 07
Principal") and there shall be paid to Holder, together with the payment due on
the 1st day of the month following the date of determination of the 07 earnings,
all additional interest that would have accrued thereon had the principal amount
of this Note reflected the '07 Earnings as of the date of issuance.

            (b) Commencing on the first day of the month following the date of
determination of the 07 Principal, and continuing on the first day of each month
thereafter until April 1, 2010, there shall be paid to Holder in addition to the
principal amount and interest provided above, equal monthly payments of the 07
Principal together with the interest accrued from the date thereon and not
previously paid on the 07 Principal amortized over the balance of the term of
the Note through and including April 1, 2010,.

      Holder may accelerate this Note in order to pay income taxes on the 06 and
07 Earnings in accordance with Section 2.3(a) of the Stock Purchase Agreement
referenced herein.


                                       1
<PAGE>

      2. Events of Default. If any of the events specified in this Section shall
occur (herein individually referred to as an "Event of Default"), the Holder
may, so long as such condition exists, in addition to any other right, power or
remedy granted to the Holder under this Note, the Stock Purchase Agreement, the
Security Agreement (as hereinafter defined), or applicable law, either by suit
in equity or by action at law, or both, declare the entire principal amount (and
accrued interest thereon) and all other amounts immediately due and payable,
without presentment, demand or notice of any kind, all of which are expressly
waived, provided, however, that upon the occurrence of any Event of Default
described in Section 2(c) or 2(d) hereof, the entire principal amount (and
accrued interest thereon) and all other amounts shall automatically become due
and payable:

            (a) Payment of any portion of the principal of this Note or interest
accrued thereon shall be delinquent for a period of 10 days or more after the
due date thereof;

            (b) If the Company shall fail to observe any covenant or other
provision contained in this Note (other than with respect to payment), the Stock
Purchase Agreement or the Security Agreement and such failure of observance
shall be continuing for 10 days after the Holder has given written notice
thereof;

            (c) The institution by the Company of proceedings to be adjudicated
as bankrupt or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer or
consent seeking reorganization or release under the federal Bankruptcy Act, or
any other applicable federal or state law, or the consent by it to the filing of
any such petition or the appointment of a receiver, liquidator, assignee,
trustee or other similar official of the Company, or of any substantial part of
its property, or the making by it of an assignment for the benefit of creditors,
or the taking of corporate action by the Company in furtherance of any such
action;

            (d) If, within 45 days after the commencement of an action against
the Company (and service of process in connection therewith on the Company)
seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or
similar relief under any present or future statute, law or regulation, such
action shall not have been resolved in favor of the Company or all orders or
proceedings thereunder affecting the operations or the business of the Company
stayed, or if the stay of any such order or proceeding shall thereafter be set
aside, or if, within 45 days after the appointment without the consent or
acquiescence of the Company of any trustee, receiver or liquidator of the
Company or of all or any substantial part of the properties of the Company, such
appointment shall not have been vacated;

            (e) Any declared default of the Company under any Senior
Indebtedness whether now existing or hereafter created that gives the holder
thereof the right to accelerate such Senior Indebtedness, and such Senior
Indebtedness is in fact accelerated by the holder.

            (f) One or more judgments for the payment of money in an amount in
excess of $100,000 in the aggregate shall be rendered against the Company or any
of its subsidiaries (or any combination thereof) and shall remain undischarged
for a period of ten consecutive days during which execution shall not be
effectively stayed, or any action is legally taken by a judgment creditor to
levy upon any such judgment; or

            (g) Any representation or warranty made by the Company in the
Security Agreement is false or incorrect in any material respect when made.


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<PAGE>

      4. Pledge Agreement. This Note is secured by a security interest in all
shares of outstanding capital stock of Sigma Metals, Inc. ("Sigma") owned by the
Company pursuant to the Pledge Agreement dated as of April 12, 2007 (as amended
from time to time, the "Pledge Agreement") by and between the Company and the
Holder.

      5. Miscellaneous.

            (a) Waiver and Amendment. The rights and remedies herein reserved to
any party shall be cumulative and in addition to any other or further rights and
remedies available at law or in equity. The waiver by any party hereto of any
breach of any provision of this Note shall not be deemed to be a waiver of the
breach of any other provision or any subsequent breach of the same provision.
This Note and its terms may be changed, waived or amended only by the written
consent of the Company and the Holder and, if any such change, waiver, or
amendment is with respect to the subordination provisions, the holders of at
least a majority in the then-outstanding principal amount of the Senior
Indebtedness.

            (b) Governing Law. This Note shall be governed by and construed in
accordance with the law of the State of New York without regard to conflict of
law provisions. Any legal suit, action or proceeding arising out of or based
upon this Note shall be instituted in any federal or state court only in the
City and County of New York, State of New York. The aforementioned choice of
venue is intended to be mandatory and not permissive in nature, thereby
precluding the possibility of litigation arising out of this Note in any
jurisdiction other than that specified in this Section. The Holder and the
Company each waive, to the fullest extent permitted by applicable law, any right
it may have to assert the doctrine of forum non conveniens or similar doctrine
or to object to venue with respect to any proceeding brought in accordance with
this Section, and stipulates that the state and federal courts located in the
City and County of New York, State of New York, shall have in personam
jurisdiction and venue over them for the purpose of litigation any dispute,
controversy or proceeding arising out of or related to this Note.

            (c) Successors and Assigns. All of the terms and provisions of this
Note shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, heirs and permitted assigns.

            (d) Headings. The section headings contained in this Note are
intended solely for convenience of reference and do not themselves constitute a
part of this Note.

            (e) Severability. In case any provision contained herein (or part
thereof) shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or other unenforceability shall not
affect any other provision (or the remaining part of the affected provision)
hereof; but this Note shall be construed as if such invalid, illegal, or
unenforceable provision (or part thereof) had never been contained herein, but
only to the extent that such provision is invalid, illegal, or unenforceable.

            (f) Costs of Collection. The Company shall reimburse Holder for all
reasonable costs and expenses, including without limitation, reasonable
attorneys' fees and expenses, incurred in connection with (i) drafting,
negotiating, executing and delivering any amendment, modification or waiver of,
or consent with respect to, any matter relating to the rights of Holder
hereunder; (ii) creating, perfecting and maintaining perfection of the Liens (as
defined in the Security Agreement) and security interests in the Collateral (as
defined in the Security Agreement) in favor of the Holder and (iii) enforcing
any provisions of this Note or the Security Agreement and/or collecting any
amounts due under this Note.


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<PAGE>

            (g) Notices. All notices, requests, demands or other communications
which are required to be or may be given or permitted hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person or
after dispatch by a recognized overnight courier to the appropriate party to
whom the same is so given or made:

To Holder at:
                                    -----------------------------


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


To Company at:                      Gales Industries Incorporated
                                    1479 North Clinton Avenue
                                    Bay Shore, NY 11706

or to such other address as a party has designated by notice in writing to the
other party in the manner provided by this Section. All such notices, requests,
demands or other communications shall be deemed to have been received on the
date of delivery thereof (if delivered by hand) and on the next day after
sending thereof (if by overnight courier).

            (h) Assignment by the Company. Neither this Note nor any of the
rights, interests or obligations hereunder may be assigned, by operation of law
or otherwise, in whole or in part, by the Company, without the prior written
consent of the Holder.

            (i) No Set-Off. All payments by the Company under this Note shall be
made free and clear of and without any deduction for or on account of any
set-off or counterclaim.

            (j) Waiver of Presentment, Demand, Etc. To the fullest extent
permitted by applicable law, the Company expressly waives presentment, demand,
protest, notice of dishonor, notice of non-payment, notice of maturity, notice
of protest, presentment for the purpose of accelerating maturity of the
obligations under this Note, diligence in collection, and the benefit of any
exemption or insolvency laws.

      IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
and issued as of the date first written above.

                                                   GALES INDUSTRIES INCORPORATED


                                                   By:
                                                       -------------------------
                                                       Name: Peter D. Retaliatta
                                                       Title: President