CONVERTIBLE PROMISSORY NOTE

  NEITHER THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE OR OTHER SECURITIES LAW.  NEITHER THIS NOTE NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.   CONVERTIBLE PROMISSORY NOTE  

  FOR VALUE RECEIVED, Sports Supplement Acquisition Group, Inc., a Delaware corporation (the “COMPANY”), hereby unconditionally promises to pay to the order of PROVIANT TECHNOLOGIES, INC., a corporation organized under the laws of the State of Illinois (“LENDER”), at 309 W. Hensley Rd., Champaign, Illinois 61826 or such other address given to the Company by Lender, the principal sum of Six Hundred Sixty-Six Thousand Six Hundred and Sixty-Six ($666,666) Dollars, in lawful money of the United States of America, together with interest (calculated on the basis of a 360-day year) on the unpaid principal balance from day-to-day remaining, computed until maturity at the rate per annum which shall from day-to-day be equal to the Applicable Rate.   1.      DEFINITIONS. When used in this Note, the following terms shall have the respective meanings specified herein or in the section referred to:   “APPLICABLE RATE” means seven percent (7%) per annum, except as otherwise provided in SECTION 4.   “BUSINESS DAY” means any day other than a Saturday, Sunday, or other day on which a bank is authorized to be closed under the laws of Illinois.    “COMMON STOCK” means the Common Stock, par value $0.001 per share, of the Company.   “COMPANY” means Sports Supplement Acquisition Group, Inc.   “CONVERSION PRICE” means the Current Market Price less 25%, except as otherwise adjusted pursuant to SECTION 8(e).
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“CURRENT MARKET PRICE” means, when used with respect to any security as of any date, the volume weighted average trading price during the ninety (90) Trading Days determined by the last sale price, regular way, or, in case no such sale takes place on such date, the closing bid price, regular way, of such security in either case as reported on the Nasdaq Global Market, or, if such security is not listed or admitted to trading on the Nasdaq Global Market, as reported on the Nasdaq SmallCap Market, or if such security is not listed or admitted to trading on any national or international securities exchange or the Nasdaq Global Market or the Nasdaq SmallCap Market, the average of the high bid and low asked prices of such security in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. Automated Quotations System or such other system then in use or, if such security is not quoted by any such organization, the average of the closing bid and asked prices of such security furnished by an New York Stock Exchange member firm selected by the Company. If such security is not quoted by any such organization and no such New York Stock Exchange member firm is able to provide such prices, then the Current Market Price of such security shall be the fair market value thereof as determined in good faith by the Board of Directors of the Company without any discount for lack of marketability or minority interest.   “DEFAULT CONVERSION PRICE” means the Current Market Price less 40%, except as otherwise set forth in any Other Note with a maturity date prior to the Maturity Date and/or as adjusted pursuant to SECTION 8(e).   “EVENT OF DEFAULT” is defined in SECTION 4 hereof.   “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.    “INTEREST PAYMENT DATE” means (a) each January 1, April 1, July 1 and October 1 of each calendar year during the term of this Note, and (b) the Maturity Date.    “LOAN DOCUMENTS” means this Note, the Other Notes and all other documents evidencing Obligation.   “MATURITY DATE” means December 10, 2010.    “NOTE” refers to this Convertible Promissory Note.   “OBLIGATION” shall mean all indebtedness, liabilities, and obligations, of the Company arising under this Note, the Other Notes and any other Loan Documents.   “OTHER NOTES” shall mean any Convertible Promissory Note, other than this Note, issued by the Company to Lender.   “PERSON” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.    “SEC” means the Securities and Exchange Commission and any successor thereof.   “TRADING DAY” means each Monday, Tuesday, Wednesday, Thursday, and Friday, other than any day on which securities are not traded on the applicable securities exchange or in the applicable securities market.
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2.      PAYMENT.   (a)    INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal of, and interest on, this Note shall be due and payable as follows:   (i)    Interest, computed in accordance with the terms hereof, shall be due and payable quarterly as it accrues on each Interest Payment Date, commencing on April 1, 2009; and   (ii)   the unpaid principal of, and interest on, this Note shall be finally due and payable on the Maturity Date.   (b)    VOLUNTARY PREPAYMENT. The Company reserves the right, upon fifteen (15) Business Days' prior written notice to Lender, which notice shall set forth the Current Market Price and all supporting calculations thereof, to prepay the outstanding principal balance of this Note, in whole or in part, at any time and from time to time. All prepayments shall be made together with payment of interest accrued on the amount of principal being prepaid through the date of such prepayment.   (c)    PAYMENTS GENERALLY. Except as otherwise provided herein, all payments of principal of and interest on this Note shall be made by the Company to Lender by fedwire or other immediately available funds. Should the principal of, or any installment of the principal of or interest on, this Note become due and payable on any day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and interest shall be payable with respect to such extension. Payments made to Lender by the Company hereunder shall be applied first to accrued interest and then to principal.   3.      WAIVER. The Company waives presentment, demand, protest, notice of protest and non-payment, or other notice of default, notice of acceleration and intention to accelerate, or other notice of any kind, and agrees that its liability under this Note shall not be affected by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of this Note, and hereby consents to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.
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4.      EVENTS OF DEFAULT AND REMEDIES. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five (5) Business Days after such payment became due; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) an event of default shall occur with respect to any Other Note pursuant to its terms; or (e) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (f) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (g) the dissolution or liquidation of the Company; or (h) the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or in the aggregate or default shall occur in respect of any note or credit agreement relating to any such indebtedness and such default shall continue for more than the period of grace, if any, specified therein; or (i) any final judgment(s) for the payment of money in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company's assets could be lawfully sold to satisfy such judgment(s).   Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) (A) declare the entire unpaid principal balance and accrued interest upon the Obligation to be immediately due and payable and such unpaid principal balance and accrued interest upon the Obligation shall accrue interest thereafter at the rate of twelve percent (12%) per annum, and (B) pursue and enforce any of Lender's rights and remedies available pursuant to this Note, the Other Notes, or any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (e) or (f) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Lender, the principal balance and interest accrued on this Note shall become immediately due and payable and such unpaid principal balance and accrued interest upon the Obligation shall accrue interest thereafter at the rate of twelve percent (12%) per annum; or (ii) exercise its conversion rights arising upon an Event of Default set forth in SECTION 8.        In addition, upon an Event of Default, Lender shall have the right to nominate one additional director to the Board of Directors of the Company pursuant to that certain Voting Agreement of even date herewith by and between the Company and Lender.   5.      REPRESENTATIONS AND COVENANTS.   (a)    REPRESENTATIONS. The Company represents and warrants to Lender that:   (i)   The Company is duly organized and in good standing under the laws of the state of its incorporation, formation, or organization;
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(ii)  The Company has full power and authority to enter into this Note and the other Loan Documents, to execute and deliver the Loan Documents, and to incur the obligations provided for in the Loan Documents, all of which has been duly authorized by all necessary action.   (iii) the Loan Documents are the legal and binding obligations of the Company, enforceable in accordance with their respective terms;   (iv) neither the execution and delivery of this Note and the other Loan Documents, nor consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, will contravene or conflict with any provision of law, statute, or regulation to which the Company is subject or any judgment, license, order, or permit applicable to the Company or any indenture, mortgage, deed of trust, or other instrument to which the Company may be subject; no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance by the Company of this Note or any of the other Loan Documents or to consummate the transactions contemplated herein or therein.   (b)   AFFIRMATIVE COVENANTS. Until payment in full of the Obligation, the Company agrees and covenants that the Company shall:   (i)  conduct its business in an orderly and efficient manner consistent with good business practices and in accordance with all valid regulations, laws, and orders of any governmental authority and will act in accordance with customary industry standards in maintaining and operating its assets, properties, and investments;