CONVERTIBLE NOTE

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

NO. 003

V2K INTERNATIONAL, INC., a Colorado corporation (the “ Company ”), is indebted and, for value received, promises to pay to the order of Victor J. Yosha on June 30, 2009 (the “ Maturity Date ”), (unless this Note shall have been sooner called for prepayment as herein provided), upon presentation of this Note, THREE HUNDRED EIGHTEEN THOUSAND, SIX HUNDRED AND EIGHTY-ONE DOLLARS ($318,681.00 ) (the “ Principal Amount ”) and to pay interest on the Principal Amount at a rate equal to Twelve Percent (12%) per annum.

The Company covenants, promises and agrees as follows:

1.            Collateral .  As security for the obligations of the Note, the Borrower pledges and grants to Lender a security position in the assets of Borrower’s wholly owned subsidiary, V2K Technology.

2.            Interest. Interest which shall accrue on the Principal Amount shall be payable in cash in semi-annual installments on January 15 and July 15 in each and every calendar year until the Principal Amount and all accrued and unpaid interest shall have been paid in full. Interest on this Note shall accrue from October 1, 2008.  If this date is other than the first day of a semi-annual period, the interest payable shall be prorated upon the number of days of such semi-annual period during which this Note shall have been issued and outstanding. All accrued and unpaid interest shall be payable on the Maturity Date. The first payment of interest shall be made on January 15, 2009.

3.            Extension of Maturity Date.   At the option of the Company, the Maturity Date of this Note may be extended for up to an additional three (3) months upon written notice to the holder of this Note as it appears on the books of the Company, so long as the Company is not in default under the terms of this Note.

V2K International, Inc. Convertible Note - Page 1 of 5

4.            Conversion.

4.1.           Holder’s Right to Convert.   The holder of this Note shall have the right, at such holder’s option, at any time, to convert all or any portion of this Note into such number of fully paid and nonassessable shares of Common Stock of the Company as shall be provided herein.

4.2            Conversion Price .  The Conversion Price shall be equal to 90% of the volume-weighted average price of the Company’s Common Stock for the 20 consecutive trading days ending on the trading day immediately preceding the Conversion Date; provided, however, that the Conversion Price shall not be less than $0.15.

4.3.           Notice of Conversion.   The holder of this Note may exercise the conversion right provided in this Section 3 by giving written notice (the “ Conversion Notice ”) to the Company of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Note. The number of shares of Common Stock that shall be issuable upon conversion of the Note shall equal the Principal Amount to be converted divided by the Conversion Price, rounded to the nearest whole share.

4.4.           Conversion Procedure .  Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the “ Conversion Date ”). Within ten (10) business days after receipt of the Conversion Notice, the Company shall issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the address designated by the holder of this Note in the Conversion Notice, a stock certificate or stock certificates of the Company representing the number of shares of Common Stock to which such holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Note up to and including the Conversion Date.

4.5.           Taxes. The Company shall pay all documentary, stamp or other transactional taxes and charges attributable to the issuance or delivery of shares of stock of the Company upon conversion; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such sha