Exhibit
        4.1

       

      Form
        of Promissory Note

      


      NOTE

       

      
        	$[                        
                ]	
                August
                  __, 2006

              


      

      


      FOR
        VALUE
        RECEIVED, Pure Vanilla eXchange, Inc., a Nevada corporation with an address
        at
        805 Third Avenu, New York NY 10022 ("Maker"),
        promises to pay to the order of
        [                        
] ("Payee"),
        the
        principal sum of
        [                        
] Dollars
        ($[                        
]) plus interest on the outstanding principal from the date hereof to and
        including the day when principal is paid in full. Interest shall accrue daily
        at
        the rate of fifteen percent (15%) per annum; provided that so long as an
        Event
        of Default (as hereinafter defined), or any event which with notice or passage
        of time or both would constitute an Event of Default, shall exist and be
        continuing, interest shall accrue daily at the rate of eighteen percent (18%)
        per annum.

      


      1. Payments.
        Maker
        shall pay accrued interest on the first day of each month beginning June
        1, 2006
        and shall pay the entire principal balance, plus all accrued and unpaid interest
        thereon, on the earliest to occur of (a) February 1, 2007 and (b) the date
        upon
        which the Company’s first underwritten public offering of its Common Stock under
        the Securities Act of 1933, as amended, becomes effective. Payments shall
        be
        made at the offices of Maker or at such other place as Payee or any subsequent
        holder may designate to Maker in writing.

      


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

       

      3. Events
        of Default.
        If any
        of the following events ("Events
        of Default")
        shall
        occur and be continuing, Payee may, by notice to Maker, declare this Note,
        all
        interest hereon, and all other amounts payable hereunder to be due and payable,
        whereupon the same shall become immediately due and payable:

      


      a. There
        is
        a failure to make any payment of principal of, interest on, or any other
        amount
        payable under this Note, within ten (10) days after the same is due, Maker
        breaches any other obligation to Payee hereunder, or Maker breaches or defaults
        under any other agreement with or obligation to Payee whatsoever; 

      


      b. Maker
        shall become insolvent or admit in writing its or his inability to pay its
        debts
        as they become due, or shall make a general assignment for the benefit of
        creditors;

      


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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      d. Maker's
        failure to conduct business in the ordinary course, dissolution or termination
        of existence;

      


      e. Any
        sale,
        transfer, pledge, lien, grant of a security interest or other disposition,
        outside the ordinary course of business, in or of any material assets or
        a
        material portion of the assets or business of Maker;

      


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

      


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

      


      h. The
        failure of Maker to comply in all material respects with all applicable laws,
        rules, regulations or orders, including, without limitation, (i) paying before
        same become due all taxes, assessments and governmental charges imposed upon
        it,
        upon its income and profits or upon its property, except to the extent contested
        in good faith and covered by adequate reserves, and (ii) compliance with
        all
        applicable environmental and toxic substance laws, rules and regulations;
        or
        4. No
        Waiver, etc.
        No delay
        or omission on the part of Payee in exercising any right hereunder shall
        operate
        as a waiver of such right or of any other right of Payee, nor shall any delay,
        omission or waiver on any one occasion be deemed a bar to or waiver of the
        same
        or any other right on any future occasion. Maker and every endorser of this
        Note, regardless of the time, order or place of signing, waives presentment,
        demand, protest and notices of every kind with respect to this Note and assents
        (i) to any extension or postponement of the time of payment and to any other
        indulgence, (ii) to the addition or release of, or any compromise or settlement
        with, any endorser or other party or person primarily or secondarily liable
        hereunder, and (iii) to the addition or release of, the failure to take or
        perfect an interest in, any compromise or settlement with respect to, or
        any
        delay in proceeding or failure to proceed against, any collateral or other
        security for this Note.

      


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

      


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

       

      
        
          
          

        

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

       

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

      


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

      


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

      


      


      
        	WITNESS:	 	
                Pure Vanilla eXchange, Inc.

              	 
	 	 	 	 
	 	 	     	 
	
                 

                 

              	 	
                By: ____________________________

                Its: 

              


      

       

      
        
          
          

        

        
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