Form of Convertible Note and Warrant Agreement


    Exhibit
      4.1

     

    CONVERTIBLE
      NOTE AND WARRANT PURCHASE AGREEMENT

    


    This
      Convertible Note and Warrant Purchase Agreement ("Agreement") is made and
      entered into as of October __, 2007 (“Effective Date”) by and between
      DigitalPost Interactive, Inc., a Nevada corporation ("Company"), and [Name]
      ("Purchaser").

    


    WHEREAS,
      the
      Company
      desires
      to sell to the Purchaser, and the Purchaser desires to purchase from
the
      Company,
      a 8%
      convertible promissory note in the principal amount of $[Amount] (“Investment”)
      in the form attached hereto as Exhibit
      A
      ("Note")
      with a conversion at any time during the Term by Purchaser into the common
      stock
      of the Company (“Common Stock”) at a fixed price of $0.40 per share (“Conversion
      Price”), and a 24 month maturity (“Term”).

    


    WHEREAS,
      as an inducement for the Purchaser to enter into this Agreement, the Company
      shall grant to the Purchaser on the date of this Agreement a warrant to purchase
      [Amount] of shares of the Company's common stock (“Warrant Shares”, collectively
      with the shares issued upon conversion of the Note: (“Shares”)), with [Amount]
      warrant shares vesting on the Effective Date and the remaining [Amount] shares
      vesting pro rata as the Note is converted to Common Stock; all Warrant Shares
      have an exercise price of $0.50 (“Exercise Price”) and are exercisable for a
      term of five years by cash exercise only. The form of warrant is attached hereto
      as Exhibit
      B
      ("Warrant").

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and the representations,
      warranties, covenants and agreements set forth herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    1.  PURCHASE
      AND SALE OF
      NOTES; GRANT OF WARRANTS.

    


    (a)
      Purchase and Sale of Note. Simultaneously with the execution and delivery of
      this Agreement, the Purchaser shall deliver the Investment to the Company
      against delivery of the Note to the Purchaser by the
      Company.
      

    


    (b)
      Grant
      of Warrants. On the date of this Agreement, the
      Company
      shall
      grant to the Purchaser, and the Purchaser shall accept from the
      Company,
      the
      Warrant.

    


    2.  CLOSING
      DATE. The closing
      of the purchase and sale of the Note shall take place at the offices of the
      Company, or by electronic means, on the date of this Agreement.

    


    3.  REPRESENTATIONS
      AND
      WARRANTIES OF THE
      COMPANY.
      The
      Company
      hereby
      represents and warrants to the Purchaser, as of the date hereof:

    


    (a)
      Organization, Good Standing and Qualification. The
      Company
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Nevada and has all corporate power and authority required to
      (i)
      carry on its business
      as
      currently conducted and as proposed to be conducted by the
      Company
      in its
      Company Reports (as defined in Section 3(d)(iii) hereof) and (ii) enter into
      this Agreement, the Note and the Warrant and consummate the transactions
      contemplated hereby and thereby. Each of the
      Company
      and its
      subsidiaries is qualified to do business
      and is
      in good standing in each jurisdiction in which the failure to so qualify would
      have a Material Adverse Effect on the
      Company.
      As used
      in this Agreement, "Material Adverse Effect" means a material adverse effect
      on,
      or a material adverse change in, or a series of events which, in the aggregate,
      has a material adverse effect on or change in, the business,
      financial condition, results of operations, assets or liabilities of the
      applicable party and its subsidiaries, taken as a whole.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
      Capitalization. As of October __, 2007, the authorized capital stock of
the
      Company
      consisted of: (i) 72,000,000 shares of Common Stock, of which approximately
      52,833,385 shares are issued and outstanding; (ii) 692,150 shares of Common
      Stock previously subscribed and to be issued and (ii) 20,000,000 shares of
      preferred stock, of which none are issued and outstanding. All of such shares
      of
      capital stock have been duly authorized for issuance, and all of such shares
      which are issued and outstanding have been validly issued and are fully paid,
      non-assessable and free
      of any
      liens or encumbrances other than any liens or encumbrances created by or imposed
      upon the Purchasers thereof. 

    


    (c)
      Due
      Authorization. All corporate action on the part of the Company necessary for
      the
      authorization, execution and delivery of, and the performance of all obligations
      of the
      Company
      under,
      this Agreement, the Note and the Warrant has been taken, and this Agreement,
      the
      Note and the Warrant constitute valid and legally binding obligations of the
      Company, enforceable against the
      Company
      in
      accordance with their terms, except (i) as may be limited by (A) applicable
      bankruptcy,
      insolvency, reorganization or others laws of general application relating to
      or
      affecting the enforcement of creditors' rights generally and (B) the effects
      of
      rules of law governing the availability of equitable remedies and (ii) as rights
      to indemnity or contribution may be limited under federal or state securities
      laws or by principles of public policy thereunder.

    


    (d)
      SEC
      Reports; Financial Statements. The
      Company
      has
      previously furnished or made available to the Purchaser its reports as filed
      with the Securities and Exchange Commission (the "SEC") since January 2007,
      in
      each case, as amended through the date hereof (collectively, the "Company
      Reports").

    


    (e)
      Valid
      Issuance of Stock.

    


    (i)
      Valid
      Issuance. The Shares have been duly and validly reserved for issuance and,
      upon
      issuance, sale and delivery in accordance with the terms of the Warrant and
      Note, as the case may be, will be duly and validly issued, fully paid,
      non-assessable and free
      of
      preemptive rights binding on the
      Company.

    


    (ii)
      Compliance with Securities Laws. The Note and Warrant will be issued to the
      Purchaser in compliance with applicable exemptions from (A) the registration
      and
      prospectus delivery requirements of the Securities Act of 1933, as amended
      (the
      "Securities Act") and (B) the registration and qualification requirements of
      all
      applicable securities laws of the states of the United
      States.
      

    


    (f)
      Non-Contravention. The execution, delivery and performance by the Company of
      this Agreement, the Note and the Warrant, and the consummation by the
      Company
      of the
      transactions contemplated hereby and thereby, do not: (i) contravene or conflict
      with the Company's Certificate of Incorporation, as amended (the "Certificate"),
      or the Company's By-Laws; (ii) constitute a violation of any provision of any
      federal, state, local or foreign law or rule, regulation or requirement binding
      upon or applicable to the
      Company
      or any
      of its subsidiaries; (iii) constitute a violation of any rule, regulation or
      requirement of the National Association of Securities Dealers, Inc. ("NASD");
      or
      (iv) constitute a default or require any consent under, give rise to any right
      of termination, cancellation or acceleration of, or to a loss of any benefit
      to
      which the
      Company
      or any
      of its subsidiaries is entitled under, or result in the creation or imposition
      of any lien, claim or encumbrance on any assets of the
      Company
      or any
      such subsidiary under, any contract to which the
      Company
      or such
      subsidiary is a party or any permit, license or similar right relating to
the
      Company
      or such
      subsidiary or by which the
      Company
      or such
      subsidiary may be bound or affected, except any such default, consent, right
      of
      termination, cancellation or acceleration, loss or lien, claim or encumbrance
      which, individually or in the aggregate, would not have a Material Adverse
      Effect on the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (g)
      Litigation. Except as disclosed in the
      Company
      Reports,
      there is no action, suit, proceeding, claim, arbitration or investigation (each,
      an "Action") pending or, to the Company's best knowledge, threatened: (i)
      against the
      Company
      or any
      of its subsidiaries, or any officer, director or employee of the
      Company
      or any
      of its subsidiaries in connection with such officer's, director's or employee's
      relationship with, or actions taken on behalf of, the Company or such
      subsidiary; or (ii) against the
      Company
      or any
      of its subsidiaries, or any officer, director or employee of the
      Company
      or any
      of its subsidiaries that seeks to prevent, enjoin, alter or delay any of the
      transactions contemplated by this Agreement.

    


    (h)
      Registration Rights. Except as provided in the Note and Warrant, the
      Company
      has not
      granted or agreed to grant to Purchaser any rights to have any securities of
      the
      Company
      registered with the SEC or registered or qualified with any other governmental
      authority.

    


    (i)
      Brokers and Finders. The
      Company
      has
      incurred the following brokerage or finders' fees or agents' commissions or
      other similar payment in connection with this Agreement:
      ________________________________________

    


    4.  REPRESENTATIONS
      AND
      WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to
      the
      Company,
      as of
      the date hereof, that:

    


    (a)
      Purchase for Own Account. The Shares will be acquired for investment for the
      Purchaser's own account, not as a nominee or agent, and not with a view to
      the
      public resale or distribution thereof within the meaning of the Securities
      Act,
      and the Purchaser has no present intention of selling, granting any
      participation in or otherwise distributing the same. The Purchaser has not
      been
      formed for the specific purpose of acquiring the Shares.

    


    (b)
      Investment Experience. The Purchaser understands that the acquisition of the
      Shares involves substantial risk. The Purchaser has experience as an Purchaser
      in securities of companies and acknowledges that it is able to fend for itself,
      can bear the economic risk of its investment and has such knowledge and
      experience in financial or business
      matters
      that it is capable of evaluating the merits and risks of its investment and
      protecting its own interests in connection with this investment.

    


    (c)
      Accredited Purchaser Status. The Purchaser is an "accredited Purchaser" within
      the meaning of Regulation D promulgated under the Securities Act. 

    


    (d)
      Restricted Securities. The Purchaser understands that (i) the Shares are
      characterized as "restricted securities" under the Securities Act, inasmuch
      as
      they are being acquired from the
      Company
      in a
      transaction not involving a public offering and (ii) under the Securities Act
      and applicable rules and regulations thereunder, such securities may be resold
      without registration under the Securities Act only in certain limited
      circumstances. The Purchaser is familiar with Rule 144 under the Securities
      Act,
      as presently in effect, and understands the resale limitations imposed thereby
      and by the Securities Act.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.  ANTIDILUTION
      PROVISIONS.

    


    (a)
      Reorganization, Reclassification or Recapitalization of the Company. In case
      of
      (i) a capital reorganization, reclassification or recapitalization of the Common
      Stock (other than in the cases referred to in Section 2(c) hereof), (ii) the
      Company's consolidation or merger with or into another corporation in which
      the
      Company is not the surviving entity, or a merger in which the Company is the
      surviving entity but the shares of the Company's Common Stock outstanding
      immediately prior to the merger are converted, by virtue of the merger, into
      other property, whether in the form of securities, cash or otherwise, or (iii)
      the sale or transfer of all or substantially all of the Company's assets, then,
      as part of such reorganization, reclassification, recapitalization, merger,
      consolidation, sale or transfer, lawful provision shall be made so that there
      shall thereafter be deliverable upon the conversion of the Note or exercise
      of
      the Warrant or any portion thereof (in lieu of or in addition to the number
      of
      shares of Common Stock theretofore deliverable, as appropriate) and without
      payment of any additional consideration, the number of shares of stock or other
      securities of property to which the holder of the number of shares of Common
      Stock which would otherwise have been deliverable upon the conversion of the
      Note or exercise of the Warrant or any portion thereof at the time of such
      reorganization, reclassification, recapitalization, consolidation, merger,
      sale
      or transfer would have been entitled to receive in such reorganization,
      reclassification, recapitalization, consolidation, merger, sale or transfer.
      This Section 2(a) shall apply to successive reorganizations, reclassifications,
      recapitalizations, consolidations, mergers, sales and transfers and to the
      stock
      or securities of any other corporation that are at the time receivable upon
      the
      conversion of the Note or exercise of the Warrant or any portion thereof. If
      the
      per share consideration payable to the Purchaser for Shares in connection with
      any transaction described in this Section 2(a) is in a form other than cash
      or
      marketable securities, then the value of such consideration shall be determined
      in good faith by the Company’s Board of Directors.

    


    (b)
      Splits and Combinations. If the Company at any time or from time to time after
      the date of the Agreement subdivides any of its outstanding shares of Common
      Stock into a greater number of shares, the Conversion Price and Exercise Price
      in effect immediately prior to such subdivision shall be proportionately
      reduced, and, conversely, if the outstanding shares of Common Stock are combined
      into a smaller number of shares, the Conversion Price and Exercise Price in
      effect immediately prior to such combination shall be proportionately
      increased.

    


    (c)
      Reclassifications. If the Company reclassifies or otherwise changes any of
      the
      Shares into the same or a different number of securities of any other class
      or
      classes, the Shares shall thereafter be convertible into such number and kind
      of
      securities as would have been issuable as the result of such change with respect
      to the Shares immediately prior to such reclassification or other change and
      the
      Conversion Price and Exercise Price therefore shall be appropriately
      adjusted.

    


    (d)
      Liquidation; Dissolution. If the Company shall dissolve, liquidate or wind
      up
      its affairs, the Purchaser shall have the right, but not the obligation, to
      convert the Note and exercise the Warrant effective as of the date of such
      dissolution, liquidation or winding up. 

    


    (e)
      Adjustment Certificates. Upon any adjustment of the Conversion Price and
      Exercise Price or the number of Shares issuable upon exercise or conversion,
      a
      certificate, signed by (i) the Company's Chief Financial Officer or (ii) any
      independent firm of certified public accountants of recognized national standing
      the Company selects at its own expense, setting forth in reasonable detail
      the
      events requiring the adjustment and the method by which such adjustment was
      calculated, shall be mailed to the Purchaser at the address set forth in Section
      6 hereof and shall specify the adjusted Conversion Price and Exercise Price
      and
      the number of Shares issuable after giving effect to the
      adjustment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (f)
      No
      Impairment. The Company shall not, by amendment of its Certificate of
      Incorporation or through any reorganization, recapitalization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities or
      any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be observed or performed hereunder by the Company, but
      shall
      at all times in good faith assist in the carrying out of all provisions of
      this
      Section 2 and in the taking of all such action as may be necessary or
      appropriate in order to protect the rights of the Purchaser against impairment.
      

    


    (g)
      Future Securities Sales. For a period of 12 months after the Effective Date,
      if
      the Company sells Common Stock at a price per share below the Conversion Price,
      the Conversion Price will adjust accordingly downward to the new lower sale
      price. 

    


    (h)
      Application. Except as otherwise provided herein, all subsections of this
      Section 2 are intended to operate independently of one another. If an event
      occurs that requires the application of more than one subsection, all applicable
      subsections shall be given independent effect.

    


    6.  MISCELLANEOUS.

    


    (a)
      Legends. Unless registered with the SEC, any certificates for the Shares will
      bear a legend in substantially the following form:

    


    "The
      shares represented hereby have not been registered under the Securities Act
      of
      1933, as amended, and may not be transferred or otherwise disposed of unless
      they have been registered under such Act or pursuant to an exemption from
      registration under such Act."

    


    Furthermore,
      the
      Company
      shall
      place on each Share certificate any legend required by applicable state
      securities laws. In addition, the Purchaser agrees that the
      Company
      may
      place stop transfer orders with its transfer agent with respect to such
      certificates. The legend set forth above shall be removed by the
      Company
      from any
      certificate evidencing the Shares upon delivery to the
      Company
      of an
      opinion by counsel, reasonably satisfactory to the
      Company,
      that a
      registration statement under the Securities Act is at that time in effect with
      respect to the legended security or that such security can be freely transferred
      in a public sale without such a registration statement being in effect and
      that
      such transfer will not jeopardize the exemption or exemptions from registration
      pursuant to which the
      Company
      issued
      the Shares.

    


    (b)
      Governing Law. This Agreement shall be governed by and construed under the
      internal laws of the State of Nevada, without reference to principles of
      conflict of laws or choice of laws.

    


    (c)
      Counterparts. This Agreement may be executed in two or more counterparts, each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    (d)
      Amendments and Waivers. This Agreement may be amended and the observance of
      any
      term of this Agreement may be waived (either generally or in a particular
      instance and either retroactively or prospectively) only with the written
      consent of the
      Company
      and the
      Purchaser.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (e)
      Severability. If any provision of this Agreement is held to be unenforceable
      under applicable law, such provision shall be excluded from this Agreement
      and
      the balance of the Agreement shall be interpreted as if such provision were
      so
      excluded and shall be enforceable in accordance with its terms.

    


    (f)
      Entire Agreement. This Agreement, together with all exhibits and schedules
      hereto, constitutes the entire agreement and understanding of the parties with
      respect to the subject matter hereof and supersedes any and all prior
      negotiations, correspondence, agreements, understandings, duties or obligations
      between the parties with respect to the subject matter hereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      and year first above written.

    


    DigitalPost
      Interactive, Inc.

    


     

       
      /s/ Michael
      Sawtell                          


    Michael
      Sawtell

    Chief
      Executive Officer

    


    PURCHASER

     

    _________________________               ________________________________

    Name:
      

    Social
      Security No./Tax ID No.: _________________________

    Address:
      ______________________________________________________________________

    Fax
      No.
      ______________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      A

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONVERTIBLE PROMISSORY
      NOTE

    


    DigitalPost
      Interactive, Inc.

    


    8.0%
      Convertible Promissory Note

    


    Maturity
      Date: October __, 2009

    


    THIS
      CONVETIBLE PROMISSORY NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION
      OF
      THIS CONVETIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF
      UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION
      FROM
      REGISTRATION UNDER SUCH ACT.

    


    This
      Note
      is being delivered pursuant to that certain Convertible Note and Warrant
      Purchase Agreement, dated as of October __, 2007, between the Purchaser and
      the
      Company (the "Agreement"). All capitalized terms used but not otherwise defined
      herein shall have the meaning ascribed to such terms in the
      Agreement.

    


    FOR
      VALUE
      RECEIVED, the Company hereby promises to pay to Purchaser, the Investment of
      the
      Investment, or such lesser amount as may then be outstanding, together with
      accrued but unpaid interest thereon, on October __, 2009 ("Maturity Date").
      Interest on the outstanding Investment shall be at a rate of 8.0% per annum
      ("Interest"). If all or a portion of the Investment and/or Interest shall not
      be
      paid when due at maturity, the Company hereby promises to pay, on demand,
      interest on such overdue amount from and including the due date to, but
      excluding, the date such amount is paid in full at 11% per annum (and until
      the
      date such overdue amount is paid in full, "Interest" on such overdue amount
      shall mean interest at such rate).

    


    1.    Conversion.

    


    Subject
      to the terms herein, Purchaser has the right at any time prior to the Maturity
      Date to convert the Investment, in part or in full, or such lesser amount as
      may
      then be outstanding, together with accrued but unpaid Interest thereon, into
      shares of restricted Common Stock of the Company by surrendering this Note
      to
the
      Company,
      together with an executed Notice of Conversion substantially in the form
      attached hereto as Exhibit
      3.
      Upon
      receipt of such Notice of Conversion, the Company shall deliver to the Purchaser
      within a reasonable time, without payment by the Purchaser of any cash
      or other
      consideration, that number of shares of Common Stock computed using the
      following formula:

    


    X
      =
Y/B

    


    Where:  
      X = the number of shares of Common Stock to be issued to the
      Purchaser

     

                   
      Y = Investment or such lesser amount as may then be outstanding, together with
      accrued but unpaid Interest thereon - or such part of the Investment being
      converted.

     

                   
      B = $0.40.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.    Payment.

    


    (a)
      Payment of the Investment and any accrued Interest on the Maturity Date shall
      be
      made by certified or bank cashier's check
      payable
      to the Purchaser,
      or by
      bank wire transfer, in immediately available funds, to the account so specified,
      in lawful money
      of the
      United States of America. If the Maturity Date occurs on a date that is not
      a
Business
      Day then
      the Investment or Interest then due shall be paid on the next succeeding
Business
      Day.
      "Business
      Day"
      shall mean any day other than Saturday, Sunday or any day upon which banks
      are
      authorized or required to be closed.

    


    (b)
      Prepayment. The Company may prepay and the holder may request prepayment of
      this
      Note at any time subsequent to the Company receiving investment financing of
      a
      minimum of $4 million USD, without premium or penalty, in whole or in part,
      with
      accrued interest to the date of such payment on the amount prepaid. Prior to
      utilizing this prepayment option, the Company must give Purchaser 10 days
      written notice in order for Purchaser to have the option to convert the Note
      prior to prepayment. All Warrant Shares will “accelerate” and fully vest upon
      full Prepayment of the Note.

    


    (c)
      Interest. Interest shall be paid to the Purchaser in cash, or in stock pursuant
      to Section 2(d) below, on a quarterly basis (with the first quarter ending
      on
      December 31, 2007) for the term of the Note.

    


    (d)
      Stock
      Payment for Interest. At the Company’s option, the Interest may be paid in
      restricted Common Stock at a valuation per share of 50% of the average of the
      closing prices of DGLP.OB, as reported on the OTCBB, for the five (5) trading
      days prior to each Interest due date (quarter end). Any stock issued pursuant
      to
      this Section will have the piggyback registration rights according to Section
      4
      herein.

    


    3.    Default
      and
      Remedies.

    


      (a)
      If
      any of the following events or conditions (each an "Event of Default") shall
      occur and be continuing:

    


      (i)
      The
      Company shall fail to pay the Investment and any Interest due (or any lesser
      amount due) 30 days subsequent to the Maturity Date;

    


      (ii)
      an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (A) relief in respect of
      the
      Company, or of a substantial part of the property or assets of the Company,
      under Title 11 of the United
      States
      Code, as
      now constituted or hereafter amended, or any successor to or replacement of
      such
      statute, or any other Federal or state bankruptcy,
      insolvency, receivership or similar law, (B) the appointment of a receiver,
      trustee, custodian, sequestrator, conservator or similar official for the
      Company or for a substantial part of the properties or assets of the Company
      or
      (C) the winding-up, liquidation or dissolution of the Company; and such
      proceeding or petition shall continue undismissed for 90 days or an order or
      decree approving or ordering any of the foregoing shall be entered;
      or

    


      (iii)
      the
      Company (A) voluntarily commences any proceeding or files any petition seeking
      relief under Title 11 of the United
      States
      Code, as
      now constituted or hereafter amended, or any successor to or replacement of
      such
      statute, or any other Federal or state bankruptcy,
      insolvency, receivership or similar law, (B) consents to, or fails to contest
      in
      a timely and appropriate manner, the commencement against of any proceeding
      or
      the filing of any petition described in clause (v) above, (C) applies for or
      consents to the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for the Company or for a substantial part of
      the
      properties or assets of the Company, (D) files an answer admitting the material
      allegations of a petition filed against it in any such proceeding, (E) makes
      a
      general assignment for the benefit of creditors, (F) becomes unable, admits
      in
      writing its inability or fails generally to pay its debts as they become due
      or
      (G) takes any action for the purpose of effecting any of the foregoing; then,
      (x) in the case of an Event of Default specified in clause (a)(i), (ii), or
      (iii) above, the Purchaser
      may, at
      any time during the continuance of such Event of Default, by written notice
      to
      the Company, declare the entire outstanding Investment, together with all
      accrued and unpaid Interest, to be due and payable and (y) in the case of an
      Event of Default specified in clauses (a)(iv) or (v) above, the entire
      outstanding Investment, together with all accrued and unpaid Interest, shall
      automatically forthwith become due and payable without presentment, protest
      or
      notice of any kind, all of which are hereby expressly waived by the
      Company.

    


    (iv)
      The
      Company shall fail to pay any quarterly Interest due 30 days subsequent to
      the
      due date (quarter end).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      Subject to the other terms of this Note, if an Event of Default occurs and
      is
      continuing, the Purchaser
      may
      pursue any available remedy to collect the payment of the Investment or Interest
      or to enforce the performance of any provision of this Note. If an Event of
      Default occurs and is continuing, the Purchaser
      may
      proceed to protect and enforce its rights by any action at law, suit in equity
      or other appropriate proceeding. In the case of a default in the payment of
      the
      Investment or Interest, the Company will pay to the Purchaser
      such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including, without limitation, reasonable attorneys' fees, expenses
      and disbursements.

     

    (c)
      Default Interest. If an Event of Default occurs, the Interest will increase
      to
      12% per annum subsequent to the date of Event of Default.

     

    (d)
      Default Note Conversion Price and Warrant Exercise Price. If an Event of Default
      occurs under Section 3(a)(iv) above only, the Note Conversion Price and the
      Warrant Exercise Price will be lowered to $0.25 per Share.

    


    (e)
      Security Interest. Upon the occurrence of an uncured Event of Default, Purchaser
      shall have the right to an unsubordinated senior security interest in all of
      the
      Company’s assets. Purchaser agrees that this security interest may become
      subordinated to future investors of the Company that have individually or
      collectively as a class of security invested at least four (4) million dollars
      after the signing date of this agreement. 

    


    4.    Piggy-Back
      Registration Rights. If the Company shall file a registration statement with
      the
      SEC (“Company Registration”), except for a Company Registration on Form S-4 or
      S-8, subsequent to the Effective Date, the Company shall include the Shares
      underlying the Note (“Registrable Shares”). The Company shall use its reasonable
      efforts to cause all Registrable Shares attributable to the Purchaser to be
      included in the Company Registration and any related offering, all to the extent
      requisite to permit the sale by the Purchaser of such Registrable Shares in
      accordance with the method of sale applicable to the other shares of Common
      Stock included in the Company Registration.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.    Notices

    


    All
      notices, instructions and other communications given hereunder or in
      connection herewith shall be in writing. Any such notice, instruction or
      communication shall be sent to:

    


    
      	If to the Company to:  	
              Digital
                Post Interactive, Inc. 

            
	 	3240 El Camino Real, Suite
              230 
	 	Irvine, CA 92620 
	 	Attention: Chief Executive
              Officer 
	 	Facsimile: (714) 824-3020 
	 	 
	If to the Purchaser
              to: 	
              As
                written on signatory page of the
                Agreement 

            


    

       

    6.    Miscellaneous.

    


    This
      Note
      shall be construed and enforced in accordance with the laws of the State of
      Nevada, without regard to its conflicts of laws rules. The Company waives
      presentment, demand, notice, protest and all other demands and notices in
      connection with the delivery, acceptance, performance, default and enforcement
      of this Note. The Company hereby irrevocably and unconditionally submits, for
      itself and its property, to the non-exclusive jurisdiction of the courts of
      the
      State of California and of the United
      States
      District
      Court for the Central District of California, and any appellate court of such
      courts, in any action or proceeding arising out of or relating to this Note,
      or
      for recognition or enforcement of any judgment, and the Company hereby
      irrevocably and unconditionally agrees that all claims in respect of any such
      action or proceeding may be heard and determined in such California court (or,
      to the extent permitted by law, in such federal court). The Company agrees
      that
      a final, unappealable judgment in any such action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Note shall affect any
      right
      that the Purchaser
      may
      otherwise have to bring any action or proceeding relating to this Note against
      the Company or its properties in the courts of any jurisdiction.

    


    If
      any
      provision of this Note shall be held invalid or unenforceable by any court
      of
      competent jurisdiction, that holding shall not invalidate or render
      unenforceable any other provision hereof.

    


    This
      Note
      may not be changed, amended or modified except by agreement in writing signed
      by
      the Company and the Purchaser.

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf,
      in
      its corporate name, by its duly authorized officer as an instrument under seal,
      as of October __, 2007.

     

    
      	 	
              DigitalPost
                Interactive, Inc.

              


              


              
                   
                  /s/ Michael
                  Sawtell                          
                  

              

              Michael
                Sawtell

              Chief
                Executive Officer 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      B

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DIGITALPOST
      INTERACTIVE, INC.

    


    COMMON
      STOCK WARRANT

    


    THIS
      COMMON STOCK WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS
      COMMON STOCK WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY
      HAVE
      BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
      UNDER SUCH ACT.

     

    Issued:
      October __, 2007

    


    Warrant
      to Purchase [Amount] Shares of Common Stock

    


    Expiration
      Date: October __, 2012

     

    DigitalPost
      Interactive, Inc. ("Company"), hereby certifies that, for value received, [Name]
      (“Purchaser”) is entitled, on the terms set forth below, to purchase from the
      Company at any time until 5:00 p.m., PCT, on the Expiration Date [Amount] fully
      paid and nonassessable shares of the Common Stock of the
      Company,
      at a
      price per share of $0.50 ("Purchase Price" - subject to Section 3(d) of the
      Note).

    


    This
      Warrant is being issued pursuant to the Convertible Note and Warrant Agreement
      dated October __, 2007 between the
      Company
      and
      Purchaser (the "Agreement"). All capitalized terms used but not otherwise
      defined herein shall have the meaning ascribed to such terms in the
      Agreement.

     

    1.    Vesting;
      Exercise of Warrant; Transfer of Warrant.

    


    (a)
      Vesting. The Warrant Shares vest as follows and constitute Vested Shares:
      [Amount] Warrant Shares vesting on the Effective Date and the remaining [Amount]
      Warrant Shares vest pro rata as the Note is converted to Common Stock or
      matures. All Warrant Shares will “accelerate” and fully vest upon full
      Prepayment of the Note (Section 2(b) of the Note).

    


    (b)
      Exercise of Warrant. At any time prior to 5:00 p.m. on the Expiration Date,
      the
      Vested Shares may be exercised by the Purchaser, in whole or in part, upon
      surrender of this Warrant to the
      Company,
      together with an executed Notice of Exercise, substantially in the form attached
      hereto as Exhibit
      1,
      at the
      Company's primary executive office, with payment by check
      to
the
      Company
      of the
      amount obtained by multiplying the number of shares of Common Stock with respect
      to which this Warrant is being exercised by the Purchase Price.

    


    (c)
      Partial Exercise. Upon any partial exercise or conversion, the Company will
      issue to the Purchaser a new Warrant for the number of Warrant Shares as to
      which this Warrant was not exercised or converted on the same terms
      herein.

    


    (d)
      Fractional Shares. No fractional shares of Common Stock shall be issued upon
      any
      exercise or conversion of this Warrant. Instead of any fractional share which
      would otherwise be issuable upon exercise or conversion, the
      Company
      shall
      pay a cash
      amount
      in respect of each fractional share at a price equal to an amount calculated
      by
      multiplying such fractional share (calculated to the nearest 1/100th of a share)
      by the Fair Market Value of a share of Common Stock on the date of exercise
      or
      conversion, as applicable, minus the Purchase Price. Payment of such amount
      shall be made in cash
      or by
check
      payable
      to the order of the Purchaser at the time of delivery of any certificate or
      certificates arising upon such exercise or conversion.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (e)
      Taxes. The
      Company
      will not
      be required to pay any tax
      imposed
      in connection with any transfer involved in the issuance of a Warrant or a
      certificate for shares of Common Stock in any name other than that of the
      Purchaser hereof, and in such case, the
      Company
      will not
      be required to issue or deliver any stock certificate or Warrant until such
      tax
      is
      paid.

    


    (f)
      Transfer of Warrant. Transfer of this Warrant to a third party shall be effected
      by execution and delivery of the Notice of Assignment attached hereto as
Exhibit
      2
      and
      surrender of this Warrant for registration of transfer of this Warrant at the
      primary executive office of the
      Company,
      together with funds sufficient to pay any applicable transfer tax.
      Upon
      receipt of the duly executed Notice of Assignment and the necessary transfer
      tax
      funds,
      if any, the Company, at its expense, shall execute and deliver, in the name
      of
      the designated transferee or transferees, one or more new Warrants representing
      the right to purchase a like aggregate number of shares of Common
      Stock.

    


    2.    Piggy-Back
      Registration Rights. If the Company shall file a registration statement with
      the
      SEC (“Company Registration”), except for a Company Registration on Form S-4 or
      S-8, subsequent to the Effective Date, the Company shall include the Shares
      underlying the Warrant (“Registrable Shares”). The Company shall use its
      reasonable efforts to cause all Registrable Shares attributable to the Purchaser
      to be included in the Company Registration and any related offering, all to
      the
      extent requisite to permit the sale by the Purchaser of such Registrable Shares
      in accordance with the method of sale applicable to the other shares of Common
      Stock included in the Company Registration.

    


    3.    INTENTIONALLY
      LEFT BLANK

    


    4.    Notices
      of
      Record Date. In case (a) the
      Company
      takes a
      record of the Purchasers of the Common Stock for the purpose of entitling them
      to receive any dividend or other distribution, or any right to subscribe for
      or
      purchase any shares of stock of any class or any other securities; (b) of any
      capital reorganization of the
      Company,
      any
      reclassification of the capital stock of the Company, any consolidation
      or
      merger of the
      Company
      with or
      into another corporation, or any conveyance of all or substantially all of
      the
      assets of the Company to another corporation; or (c) of any voluntary
      dissolution, liquidation or winding-up of the
      Company;
      then,
      in each such case, the
      Company
      will
      mail or cause to be mailed to each Purchaser of a Warrant at the time
      outstanding a notice specifying, as the case may be, (i) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution or right,
      and stating the amount and character of such dividend, distribution or right,
      or
      (ii) the date on which such reorganization, reclassification, consolidation,
      merger,
      conveyance, dissolution, liquidation or winding-up is to take place, and time,
      if any is to be fixed, as of which the Purchasers of record of Common Stock
      (or
      such other stock or securities at the time receivable upon the exercise or
      conversion of the Warrant) will be entitled to exchange their shares of Common
      Stock (or such other stock or securities) for securities or other property
      deliverable upon such reorganization, reclassification, consolidation,
      merger,
      conveyance, dissolution, liquidation or winding-up, and, in the case of a
      reorganization, consolidation,
      merger
      or conveyance, the fair market value of such securities or other property as
      determined by the Board. Such notice shall be mailed at least ten days prior
      to
      the date specified therein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.    Replacement
      of Warrant. Upon receipt of evidence reasonably satisfactory to the
      Company
      of the
      loss, theft, destruction or mutilation of this Warrant and (in the case of
      loss,
      theft or destruction) upon delivery of an indemnity agreement in such reasonable
      amount as the Company may determine, or (in the case of mutilation) upon
      surrender and cancellation thereof, the
      Company
      at its
      expense, will issue a replacement.

    


    6.    Transferability
      of
      Warrant; No Redemption. This Warrant and all rights hereunder are freely
      transferable by the Purchaser, subject to compliance with applicable state
      and
      federal securities laws. This Warrant shall not be redeemable by the
      Company,
      in
      whole or in part, at any time.

    


    7.    Notices.
      All
      notices, instructions and other communications given hereunder or in connection
      herewith shall be sent to:

    
      


      
        	If to the Company to:  	
                Digital
                  Post Interactive, Inc. 

              
	 	3240 El Camino Real, Suite
                230 
	 	Irvine, CA 92620 
	 	Attention: Chief Executive
                Officer 
	 	Facsimile: (714) 824-3020 
	 	 
	If to the Purchaser
                to: 	
                As
                  written on signatory page of the
                  Agreement 

              


      

         

    

    8.    Change;
      Waiver. This Warrant except by agreement may not be changed, amended or modified
      in writing signed by the
      Company
      and the
      Purchaser.

    


    9.    No
      Rights as
      Purchaser. This Warrant does not entitle the Purchaser to any voting rights
      or
      other rights as a Purchaser of the
      Company
      prior to
      the exercise of this Warrant.

    


    10.   Headings.
      The
      headings in this Warrant are for purposes of reference only and shall not be
      deemed to constitute a part hereof.

    


    11.   Governing
      Law. This
      Warrant shall be construed in accordance with and governed by the laws of Nevada
      without regard to its conflicts of laws rules.

     

    Dated:
      October __ , 2007

    


    
      	 	
              DigitalPost
                Interactive, Inc.

               

               

              
                   
                  /s/ Michael
                  Sawtell                          
                  

              

              Michael
                Sawtell

              Chief
                Executive Officer 

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      1

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTICE
      OF EXERCISE OF WARRANT

    


    TO:
      DigitalPost Interactive, Inc.

    


    1.  The
      undersigned hereby
      elects to receive __________ shares of Common Stock of DigitalPost Interactive,
      Inc., pursuant to the terms of the attached Warrant.

    


    2.  Exercise.
      The undersigned
      tenders herewith payment in full for the purchase price of the shares being
      purchased, together with all applicable transfer taxes, if any.

    


    3.  Please
      issue a
      certificate or certificates representing said shares of Common Stock in the
      name
      of the undersigned or in such other name as is specified below:

    


            _________________________________

                (Name)

            _________________________________

    


            _________________________________

                (Address)

    


    4.  The
      undersigned
      represents that the aforesaid shares of Common Stock are being acquired for
      the
      account of the undersigned for investment and not with a view to, or for resale
      in connection with, the distribution thereof and that the undersigned has no
      present intention of distributing or reselling such shares.

    


    All
      capitalized terms used but not otherwise defined herein shall have the meaning
      ascribed to such terms in the Warrant.

    


            _________________________________

            Name
      of
      Purchaser

    


            _________________________________

            Signature
      of
      Authorized Signatory

    


            _________________________________

            Print
      Name and
      Title

    


            _________________________________

            Date

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      2

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WARRANT
      ASSIGNMENT FORM

    


    (To
      be
      executed only upon the assignment of the within Warrant)

    


    FOR
      VALUE
      RECEIVED, the undersigned registered Purchaser of the within Warrant hereby
      sells, assigns and transfers unto _____________________, whose address is
      ___________________ all of the rights of the undersigned under the within
      Warrant, with respect to shares of Common Stock (as defined within the Warrant)
      of DigitalPost Interactive, Inc., and, if such shares of Common Stock shall
      not
      include all the shares of Common Stock issuable as provided in the within
      Warrant, that a new Warrant of like tenor for the number of shares of Common
      Stock not being transferred hereunder be issued in the name of and delivered
      to
      the undersigned, and does hereby irrevocably constitute and appoint
      _________________ attorney to register such transfer on the books
      of
      DigitalPost Interactive, Inc. maintained for that purpose, with full power
      of
      substitution in the premises.

    


    Dated:_____________

    


    By:________________________________

    (Signature
      of Registered Purchaser)

    


    Title:_____________________________

    


    


    
      	NOTICE: 	The signature to this Notice of Assignment
              must correspond with
              the name upon the face of the within Warrant in every particular,
              without alteration or enlargement or any change
              whatever. 


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTICE
      OF CONVERSION OF NOTE

    


    TO:
      DigitalPost Interactive, Inc.

    


    1.  The
      undersigned hereby
      elects to receive __________ shares of Common Stock of DigitalPost Interactive,
      Inc., pursuant to the terms of the attached Note.

    


    2.  Conversion.
      The
      undersigned elects to convert the attached Note with Interest by means of the
      conversion provision of Section 1 of the Note and tenders herewith payment
      in
      full for all applicable transfer taxes, if any.

    


    3.  Please
      issue a
      certificate or certificates representing said shares of Common Stock in the
      name
      of the undersigned or in such other name as is specified below:

    
      


              _________________________________

                  (Name)

              _________________________________

      


              _________________________________

                  (Address)

    

    


    4.  The
      undersigned
      represents that the aforesaid shares of Common Stock are being acquired for
      the
      account of the undersigned for investment and not with a view to, or for resale
      in connection with, the distribution thereof and that the undersigned has no
      present intention of distributing or reselling such shares.

    


    All
      capitalized terms used but not otherwise defined herein shall have the meaning
      ascribed to such terms in the Note.

    
      


              _________________________________

              Name
        of
        Purchaser

      


              _________________________________

              Signature
        of
        Authorized Signatory

      


              _________________________________

              Print
        Name and
        Title

      


              _________________________________

              Date