THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANEFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERINGTHE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THATSUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
________________________, Inc.2008 CONVERTIBLE PROMISSORY NOTE$______,000August ____, 2008
FOR VALUE RECEIVED, the undersigned, ________________________, Inc., a Delawarecorporation (the "Company"), promises to pay to the order of
, or its registeredassigns (the "Holder"), the principal amount of $____,000 – __________ US Dollars - (the “NoteAmount”), plus interest at a rate equal to five percent (5%) per annum payable upon maturity.Interest shall be calculated monthly on the basis of actual number of full calendar months elapsed. Notwithstanding any other provision of this Note, the holder hereof does not intend to charge and theCompany 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 theCompany or credited to reduce principal hereunder. All payments received by the holder hereunder will be applied first to costs of collection, if any, then to interest and the balance to principal.Payments of principal and interest will be made by check in immediately available UnitedStates funds sent to the holder at the address furnished to the Company for that purpose.This is one of a series of the Company's notes known as its 2008 Convertible Promissory Notes (collectively referred to herein as the "Notes"), all of like tenor, except as to the name of theholder, the date of issuance, and the principal amount thereof and other non-material details. The Notes are limited in aggregate principal amount to
[anticipated total face value of notes]
and areintended to provide financing to the Company in anticipation of an Equity Financing (as defined below). The Company, may, by written notice to the Holder, increase the aggregate principal amountof the Notes at any time.The following is a statement of the rights of the Holder of this Note and the conditions towhich this Note is subject to and to which the Holder hereof, by the acceptance of this Note, agrees:1.Maturity Date. Unless earlier converted in accordance with Section 2, the principaland accrued interest on this Note shall be due and payable on demand at any time followingSeptember 1, 2010 (the "Maturity Date").2.Note Conversion.