10% CONVERTIBLE NOTE DUE OCTOBER 31, 2008

GREENLITE VENTURES INC.

(Incorporated under the laws of the State of Nevada)

10% CONVERTIBLE NOTE
DUE OCTOBER 31, 2008

(BEING ONE OF A SERIES OF CONVERTIBLE NOTES APPROVED BY RESOLUTION
OF THE DIRECTORS OF THE COMPANY DATED NOVEMBER 1, 2006,
AND SUBJECT TO THE TERMS AND CONDITIONS (THE “TERMS”) THEREOF.)

          FOR VALUE RECEIVED, GREENLITE VENTURES INC. (herein referred to as the “Company”) promises to pay to

or any subsequent registered holder hereof (the “Holder”), the principal sum of

on or prior to October 31, 2008 (the “Maturity Date”), and to pay interest on the principal sum outstanding on October 31 of each year commencing on October 31, 2006, at the rate of 10% per annum subject to adjustment for any part period in accordance with the Terms of this Note. Such interest shall be paid in United States currency or common shares in accordance with the Terms of this Note, to the person and at the address in whose name this Note is registered on the records of the Company regarding registration and transfers of the Notes (the “Note Register”) on the business day immediately preceding the payment date. The principal of this Note is payable, if converted in shares of Common Stock, or if not converted, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, to the person and at the address in whose name this Note is registered on the Note Register on the business day immediately preceding the payment date. The forwarding of such payment shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum or Common Shares so paid.

          THIS NOTE is one of a duly authorized issue of Notes of the Company, designated as its 10% Convertible Notes due October 31, 2008 (the “Notes”).

          THIS NOTE is subject to the terms and conditions established by Resolution of the Directors of the Company dated November 1, 2006 creating the series of Notes, which are incorporated herein by reference, and available for inspection at the head office of the Company at Suite 201 – 810 Peace Portal Drive, Blaine, WA, 98230, USA.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

NOTICE OF CONVERSION

TO: GREENLITE VENTURES INC.

The undersigned hereby irrevocably elects to convert Note No. <> in the principal amount of <> (the “Note”) into shares of common stock (“Common Stock”) of Greenlite Ventures Inc. (the “Company”) according to the Terms of the Note, as of the date written below.

The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock issuable to the undersigned upon conversion of the Note shall be made in compliance with Regulation S, pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the ‘Act’) or pursuant to an exemption from registration under the Act.

* No shares of Common Stock will be issued until the original Note(s) to be converted and the Notice of Conversion are received by the Company. The Company shall use its best efforts to issue and deliver shares of Common Stock to an overnight courier not later than three business days following receipt of the original Notes to be converted, and shall make payments pursuant to the Subscription Agreement for the number of business days such issuance and delivery is late.

TERMS AND CONDITIONS OF 10% CONVERTIBLE NOTES DUE OCTOBER 31, 2008 APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS OF GREENLITE VENTURES INC. DATED NOVEMBER 1, 2006

Section 1. Note Denominations . The Notes are initially issuable in denominations of at least One Thousand ($1,000 U.S.) and integral multiples of $1.00 U.S. in excess thereof. Upon conversion of a portion, but less than all, of a Note in accordance with the terms hereof, a new note or notes may be issued to the Holder in a denomination equal to the exact amount of the unconverted portion of the Note.

Section 2. Interest Payments . The Company may, at its option, elect to pay interest by the issuance of common shares of the Company, the number of common shares to be determined by dividing the amount of the interest payment by the number which is 75% of the average market price of the Company’s common shares for the 10 trading days immediately prior to the interest payment date. The amount of interest payable in respect of any Note for any payment period shall be reduced proportionately in the event the Note shall not be outstanding for the entire payment period.

Section 3. Sale, Transfer or Exchange. The Notes and any shares of the Company’s common stock issued upon conversion of the Notes or as payment of interest on the Notes (the Note Shares”) will not be registered under the Securities Act of 1933, as amended, (the "Act") and will be issued to the Holder pursuant to an exemption from the Act on the representations of the Holder in favor of the Company. Neither the Notes nor the Note Shares may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such securities or an opinion of counsel reasonably satisfactory to the Company that registration is not required under the Act. Each certificate for the Notes and the Note Shares shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in these terms and conditions. By acceptance of any certificate representing the Notes, the Holder acknowledges and agrees that:

All certificates representing the Notes and the Note Shares will be endorsed with the following legend:

In addition, the Holder will comply with all other applicable securities legislation in addition to the Act to which the Holder is subject in selling or transferring any