THIS
                NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
                HAVE NOT
                BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
                NOTE
                AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF 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 THE COMPANY THAT SUCH
                REGISTRATION IS NOT REQUIRED. 

            	
               

            


    

     

    5%
      SENIOR CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, Lantis Laser Inc., a Nevada Corporation (hereinafter called
      "Borrower"), hereby promises to pay to _________________________ (the "Holder"),
      or its registered assigns or successors in interest or order, without demand,
      the sum of [_________] Dollars ($___________) (“Principal Amount”), with simple
      and unpaid interest thereon, 36 months from closing date of March ___, 2007
      (the
      "Maturity Date"), if not sooner paid.


    


    ARTICLE
      I

    


    INTEREST
      

    


    1.1.    Interest
      Rate.
      Subject
      to Section 5.7 hereof, interest payable on this Note shall accrue at a rate
      per
      annum (the "Interest Rate") of five percent (5%). Interest on the Principal
      Amount shall accrue from the date of this Note and shall be payable annually.
      The Company shall issue the first year’s interest to the Holder twelve months
      (12) following the date this note is Issued.

     

    1.2    Default
      Interest Rate.
      Following the occurrence and during the continuance of an Event of Default,
      which, if susceptible to cure is not cured within twenty (20) days, otherwise
      then from the first date of such occurrence, the annual interest rate on this
      Note shall (subject to Section 5.7) automatically be increased to ten percent
      (10%) per annum. 

      

    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    2.1.    Holder's
      Conversion Rights.
      The
      Holder shall have the right at all times, but not the obligation, to convert
      all
      or any portion of the then aggregate outstanding Principal Amount of this Note
      plus accrued interest, into shares of Common Stock, subject to the terms and
      conditions set forth in this Article III at the rate of $0.15 per share of
      Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this
      Note and the Subscription Agreement. The Holder may exercise such right by
      delivery to the Borrower of a written Notice of Conversion pursuant to Section
      3.2. 

      

    2.2.    Mechanics
      of Holder's Conversion.
      

    


    (a)    In
      the event that the Holder elects to convert any amounts outstanding under this
      Note into Common Stock, the Holder shall give notice of such election by
      delivering an executed and completed notice of conversion (a "Notice of
      Conversion") to the Borrower, which Notice of Conversion shall provide a
      breakdown in reasonable detail of the Principal Amount, accrued interest and
      amounts being converted. The original Note is not required to be surrendered
      to
      the Borrower until all sums due under the Note have been paid. On each
      Conversion Date (as hereinafter defined) and in accordance with its Notice
      of
      Conversion, the Holder shall make the appropriate reduction to the Principal
      Amount, accrued interest and fees as entered in its records. Each date on which
      a Notice of Conversion is delivered or telecopied to the Borrower in accordance
      with the provisions hereof shall be deemed a "Conversion Date." A form of Notice
      of Conversion to be employed by the Holder is annexed hereto as Exhibit
      A.


    


    (b)    Pursuant
      to the terms of a Notice of Conversion, the Borrower will issue instructions
      to
      the transfer agent accompanied by an opinion of counsel, if so required by
      the
      Borrower's transfer agent and shall cause the transfer agent to transmit the
      certificates representing the Conversion Shares to the Holder by crediting
      the
      account of the Holder's designated broker with the Depository Trust Corporation
      ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system within
      three (3) business days after receipt by the Borrower of the Notice of
      Conversion (the "Delivery Date"). In the case of the exercise of the conversion
      rights set forth herein the conversion privilege shall be deemed to have been
      exercised and the Conversion Shares issuable upon such conversion shall be
      deemed to have been issued upon the date of receipt by the Borrower of the
      Notice of Conversion. The Holder shall be treated for all purposes as the record
      holder of such shares of Common Stock, unless the Holder provides the Borrower
      written instructions to the contrary. Notwithstanding the foregoing to the
      contrary, the Borrower or its transfer agent shall only be obligated to issue
      and deliver the shares to the DTC on the Holder’s behalf via DWAC (or
      certificates free of restrictive legends) if the registration statement
      providing for the resale of the shares of Common Stock issuable upon the
      conversion of this Note is effective and the Holder has complied with all
      applicable securities laws in connection with the sale of the Common Stock,
      including, without limitation, the prospectus delivery requirements. In the
      event that Conversion Shares cannot be delivered to the Holder via DWAC, the
      Borrower shall deliver physical certificates representing the Conversion Shares
      by the Delivery Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.3.    Conversion
      Calculations.

    


    (a)    The
      number of shares of Common Stock to be issued upon each conversion of this
      Note
      pursuant to this Article III shall be determined by dividing that portion of
      the
      Principal Amount and interest and fees to be converted, if any, by the then
      applicable Fixed Conversion Price.

     

    (b)    The
      Fixed Conversion Price and number and kind of shares or other securities to
      be
      issued upon conversion shall be subject to adjustment from time to time upon
      the
      happening of certain events while this conversion right remains outstanding,
      as
      follows:

    


    A.    Merger,
      Sale of Assets, etc.
      If the
      Borrower at any time shall consolidate with or merge into or sell or convey
      all
      or substantially all its assets to any other corporation, this Note, as to
      the
      unpaid principal portion thereof and accrued interest thereon, shall thereafter
      be deemed to evidence the right to purchase such number and kind of shares
      or
      other securities and property as would have been issuable or distributable
      on
      account of such consolidation, merger, sale or conveyance, upon or with respect
      to the securities subject to the conversion or purchase right immediately prior
      to such consolidation, merger, sale or conveyance. The foregoing provision
      shall
      similarly apply to successive transactions of a similar nature by any such
      successor or purchaser. Without limiting the generality of the foregoing, the
      anti-dilution provisions of this Section shall apply to such securities of
      such
      successor or purchaser after any such consolidation, merger, sale or
      conveyance.

    


    B.    Reclassification,
      etc.
      If the
      Borrower at any time shall, by reclassification or otherwise, change the Common
      Stock into the same or a different number of securities of any class or classes,
      this Note, as to the unpaid principal portion thereof and accrued interest
      thereon, shall thereafter be deemed to evidence the right to purchase an
      adjusted number of such securities and kind of securities as would have been
      issuable as the result of such change with respect to the Common Stock
      immediately prior to such reclassification or other change.

    


    C.    Stock
      Splits, Combinations and Dividends.
      If the
      shares of Common Stock are subdivided or combined into a greater or smaller
      number of shares of Common Stock, or if a dividend is paid on the Common Stock
      in shares of Common Stock, the Conversion Price shall be proportionately reduced
      in case of subdivision of shares or stock dividend or proportionately increased
      in the case of combination of shares, in each such case by the ratio which
      the
      total number of shares of Common Stock outstanding immediately after such event
      bears to the total number of shares of Common Stock outstanding immediately
      prior to such event.

    


    D.    
      Share
      Issuance.
      If the
      Borrower shall conduct any subsequent private placements or public offerings
      of
      Common Stock prior to the complete conversion or payment of this Note, for
      a
      consideration less than the Fixed Conversion Price that would be in effect
      at
      the time of such issue, then, and thereafter successively upon each such
      issuance, the Fixed Conversion Price shall be reduced to such other lower issue
      price.   

    


    (c)    Whenever
      the Conversion Price is adjusted pursuant to this section, the Borrower shall
      promptly mail to the Holder a notice setting forth the Conversion Price after
      such adjustment and setting forth a statement of the facts requiring such
      adjustment.

    


    2.4.   Reservation.
      During
      the period the conversion right exists, Borrower will reserve from its
      authorized and unissued Common Stock not less than one hundred fifty percent
      (150%) of the number of shares to provide for the issuance of Common Stock
      upon
      the full conversion of this Note. Borrower represents that upon issuance,
      such shares will be duly and validly issued, fully paid and non-assessable.
      Borrower agrees that its issuance of this Note shall constitute full authority
      to its officers, agents, and transfer agents who are charged with the duty
      of
      executing and issuing stock certificates to execute and issue the necessary
      certificates for shares of Common Stock upon the conversion of this
      Note.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    2.5   Issuance
      of Replacement Note.
      Upon
      any partial conversion of this Note, a replacement Note containing the same
      date
      and provisions of this Note shall, at the written request of the Holder, be
      issued by the Borrower to the Holder for the outstanding Principal Amount of
      this Note and accrued interest which shall not have been converted or paid,
      provided Holder has surrendered an original Note to the Company. In the event
      that the Holder elects not to surrender a Note for reissuance upon partial
      payment or conversion, the Holder hereby indemnifies the Borrower against any
      and all loss or damage attributable to a third-party claim in an amount in
      excess of the actual amount then due under the Note.


    


    ARTICLE
      III


    


    EVENTS
      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:

     

    3.1    
      Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of Principal Amount, interest or other
      sum
      due under this Note or any Transaction Document when due and such failure
      continues for a period of ten (10) business days after the due
      date.

    


    3.2    
      Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of this
      Note
      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.

    


    3.3    
      Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein or in any
      agreement, statement or certificate given in writing pursuant hereto or in
      connection herewith or therewith shall be false or misleading in any material
      respect as of the date made and the Closing Date.

      

    3.4    
      Receiver
      or Trustee.
      The
      Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
      of creditors, or apply for or consent to the appointment of a receiver or
      trustee for them or for a substantial part of their property or business; or
      such a receiver or trustee shall otherwise be appointed.

    


    3.5    
      Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any subsidiary of Borrower or any of their property or other assets
      for more than $25,000 and shall remain unvacated, unbonded or unstayed for
      a
      period of forty-five (45) days.

    


    3.6    
      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 or any Subsidiary of Borrower and if
      instituted against them are not dismissed within sixty (60) days of
      initiation.

    


    3.7    
      Delisting.
      Failure
      of the Common Stock to be quoted or listed on the OTC Pink Sheets; failure
      to
      comply with the requirements for continued listing on the OTC Pink Sheets for
      a
      period of seven consecutive trading days; or notification from the OTC Pink
      Sheets that the Borrower is not in compliance with the conditions for such
      continued listing on the OTC Pink Sheets..

    


    3.8    Stop
      Trade.
      An SEC
      or judicial stop trade order or OTC Pink Sheets trading suspension with respect
      to Borrower’s Common Stock that lasts for five or more consecutive trading
      days.

    


    3.9
        
      Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to timely deliver Common Stock to the Holder pursuant to
      and
      in the form required by this Note, or if requested by Borrower, a replacement
      Note, and such failure continues for a period of five (5) business days after
      the due date.

    


    3.10   Non-Registration
      Event.
      The
      failure of the company to obtain an effective registration statement by the
      earlier of twelve (12) months from the final closing date of this offering,
      or
      April 30, 2008.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    3.11   Reverse
      Splits.
      The
      Borrower effectuates a reverse split of its Common Stock without twenty days
      prior written notice to the Holder.

     

    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) 

    


    4.3   Amendment
      Provision.
      The
      term "Note" and all references 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 Jersey, without regard to conflicts of laws principles that would result
      in the application of the substantive laws of another jurisdiction. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the State of New Jersey. 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 court in favor of the Holder.

      

    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.

    


    4.8    Redemption.
      This
      Note may not be redeemed or called without the consent of the Holder except
      as
      described in this Note.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    4.9    Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have the rights
      of a
      shareholder of the Borrower with respect to the Shares of Common Stock to be
      received after delivery by the Holder of a Conversion Notice 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 March, 2007.

    
      	 	 	 
	 	
              Lantis
                Laser Inc.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                Stanley B. Baron 

            
	 	
              Title: President
                & CEO

            



     

    
      	
              WITNESS: 

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              
 	
               

            	
               

            	 
	
               

            	
               

            	
               

            	
               

            


    

    


    
      
         

      

      
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