CONVERTIBLE PROMISSORY NOTE

This note has not been registered under the Securities Act of 1933, as amended, or applicable state securities laws.  This note has been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933, as amended, and any applicable state securities laws, or the availability of an exemption from the registration provisions of the Securities Act of 1933, as amended, and applicable state securities laws, as represented by an opinion of counsel reasonably satisfactory to the company if reasonably requested by the company.

This note is subject to those restrictions on transfer as set forth herein, and is negotiable only in compliance with the terms of this note.

FOR VALUE RECEIVED, the undersigned, EnterConnect Inc., a Nevada corporation (the “ Company ”), hereby promises to pay to _________________ (“ Payee ,” and, together with any permitted transferee then the duly endorsed and recorded holder hereof, the “ the Holder ”), the principal amount of ___________________________ and No/100 Dollars ($_______.00) plus interest at the rate provided for herein from the date hereof on such principal amount or such lesser amount as is then currently outstanding, in such currency of the United States of America as at the time will be legal tender for the payment of public and private debts, with principal and interest payable as herein provided.

1.              INTEREST RATE AND PAYMENT PROVISIONS.

(a)           Except as otherwise provided herein, the principal amount of this Convertible Promissory Note (this “ Note ”) outstanding from time to time will bear interest from the date hereof through the date on which the principal amount hereof and all accrued interest thereon are paid in full, at a simple interest rate equal to five percent (5%) per annum (the “ Note Rate ”).

(b)           Unless previously converted into Series A Securities (as defined below), all unpaid interest and principal on this Note will be due and payable by the Company in full on the first date on which the restrictions on payment of this Note under the terms of Section 2 below are no longer in effect, or (ii) immediately before a Liquidation Transaction (the “ Maturity Date ”); provided that such date may be extended by consent of the Company and the Holder.  For purposes hereof, a “ Liquidation Transaction ” means a liquidation, dissolution, or winding up of the Company, or the Company’s sale, lease, conveyance, or other disposition of all or substantially all of its property or business or merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary of the Company).  All payments made by the Company on this Note will be applied first to the payment of accrued but unpaid interest on this Note and then to the reduction of the unpaid principal amount of this Note.

(c)           If the principal amount of this Note, and all accrued but unpaid interest thereon, is not paid on the Maturity Date, then interest will accrue on such unpaid amount at the Note Rate plus five percent (5%) from and after any such date or occurrence to the date of the payment in full of the principal amount of this Note and all accrued but unpaid interest thereon.

2.              SUBORDINATION.  EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS NOTE WILL BE SUBORDINATED IN RIGHT OF PAYMENT TO ALL OBLIGATIONS OF THE COMPANY OWING ON THOSE CERTAIN SENIOR SECURED NOTES ISSUED BY THE COMPANY PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 20, 2007, BY AND AMONG THE COMPANY, HIGHBRIDGE INTERNATIONAL LLC (“ HIGHBRIDGE ”), AND VARIOUS OTHER INVESTORS IN THE SENIOR NOTES, AS AMENDED BY THOSE CERTAIN AMENDMENTS ENTITLED AMENDMENT AND WAIVER AGREEMENT, DATED AS OF DECEMBER 17, 2008, AND SECOND AMENDMENT AND WAIVER AGREEMENT, DATED AS OF MARCH 9, 2009, BY AND AMONG THE COMPANY AND THE HOLDERS OF CONVERTIBLE PROMISSORY NOTES ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, AS AMENDED, REPRESENTING AT LEAST A MAJORITY OF THE AGGREGATE PRINCIPAL AMOUNT OF SUCH NOTES THEN OUTSTANDING (THE “ SENIOR NOTES PURCHASE AGREEMENT ”), NOW OR HEREAFTER ARISING, TOGETHER WITH ALL COSTS OF COLLECTING SUCH OBLIGATIONS (INCLUDING REASONABLE ATTORNEYS’ FEES), INCLUDING, WITHOUT LIMITATION, ALL INTEREST ACCRUING AFTER THE COMMENCEMENT BY OR AGAINST THE COMPANY OF ANY BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING, AND ALL OBLIGATIONS UNDER THE SENIOR NOTES PURCHASE AGREEMENT (THE “ SENIOR DEBT” ).  THE HOLDER WILL NOT DEMAND OR RECEIVE FROM THE COMPANY (AND THE COMPANY WILL NOT PAY TO THE HOLDER) ALL OR ANY PART OF THE AMOUNTS OWING UNDER THIS NOTE, BY WAY OF PAYMENT, PREPAYMENT, SETOFF, LAWSUIT OR OTHERWISE, NOR WILL THE HOLDER COMMENCE, PROSECUTE OR PARTICIPATE IN ANY ADMINISTRATIVE, LEGAL OR EQUITABLE ACTION ADVERSARIAL TO THE COMPANY IN RESPECT OF THIS NOTE, FOR SO LONG AS ANY PORTION OF THE SENIOR DEBT REMAINS OUTSTANDING AND UNTIL 91 DAYS AFTER ANY PORTION OF IT REMAINS OUTSTANDING.

3.              LOSS, THEFT, DESTRUCTION OR MUTILATION OF NOTE.  UPON RECEIPT OF EVIDENCE SATISFACTORY TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS NOTE OR ANY NOTE ISSUED IN EXCHANGE THEREFOR AND, IF REQUESTED IN THE CASE OF ANY SUCH LOSS, THEFT OR DESTRUCTION, UPON DELIVERY OF AN INDEMNITY AGREEMENT REASONABLY SATISFACTORY TO THE COMPANY, OR, IN THE CASE OF ANY SUCH MUTILATION, UPON SURRENDER AND CANCELLATION OF THIS NOTE, THE COMPANY WILL ISSUE A NEW NOTE OF LIKE TENOR AND AMOUNT AND DATED THE DATE OF THE ORIGINAL NOTE, IN LIEU OF SUCH LOST, STOLEN, DESTROYED OR MUTILATED NOTE.

4.              SERIES A FINANCING AND CONVERSION OF NOTE.

(a)           The parties acknowledge that (i) the Company is seeking to issue and sell, within the ninety (90) day period following the date hereof, shares of its Series A Convertible Preferred Stock, accompanied by warrants to purchase the Company’s Common Stock (collectively, the “ Series A Securities ”), to existing and potentially new investors in the Company, and that Payee, as a placement agent, and potentially other placement agents, may assist with the placement of the Series A Securities, and (ii) the Company will seek to raise a maximum of One Million Dollars ($1,000,000.00) of equity capital through such issuance and sale (the “ Financing ”).   The Holder will have the option, but not the obligation, concu