CONVERTIBLE UNSECURED PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES OR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

1.1     Promise to Pay.  FOR VALUE RECEIVED, the Corporation promises to pay, on demand made by the Holder, to or to the order of the Holder at 4801 Woodway Drive, Suite 305W, Houston Texas, 77056 Attention: Milton Cox, or such other place and/or person as Holder may by notice in writing to the Corporation direct, the Principal, together with all interest accruing hereunder, on and subject to the terms and conditions set out herein.

2.1     Term.  Subject to the provisions of this convertible promissory note (this “ Note ”), the outstanding and unconverted Principal and all accrued and unpaid interest shall become due and payable on January 30, 2010 (the “ Maturity Date ”).

2.2     Acceleration of Payment.  The Corporation may pay the Principal and Interest amount outstanding hereunder in full at any time after January 30, 2008 and before 4:00 p.m. (Houston time) on the Maturity Date by providing written notice to the Holder and Holder shall thereafter have five Business Days to provide notice to the Corporation that the Holder will convert the Note into Shares in lieu of such payment by the Corporation of the Principal and Interest. If the Holder provides notice of conversion pursuant to this section, then Article 4.1 will apply. Upon payment to the Holder of the Principal and Interest outstanding pursuant to this paragraph, this Note and all obligations hereunder will terminate.

2.3     Accleration on Change of Control. In the event a change of control of the Corporation occurs at any time after January 30, 2008, the Holder may by notice to the Corporation, accelerate the Maturity Date to the effective date of such change of control. For the purposes hereof a change of control means the acquisition by any person, or group of persons acting together, of voting control over 50% or greater of the issued and outstanding shares in the capital of the Corporation, where such person or group of persons did not prior to the date hereof hold such voting control. Upon notice of acceleration of the Maturity Date being provided to the Corporation, all Principal and Interest hereunder shall become immediately due and owing to the Holder without demand being made.

3.1     Interest. Interest shall accrue on the Principal outstanding from time to time at a rate of 10 %, per annum (“ Interest ”) non-compounding and shall be payable quarterly in arrears on April 29, July 3, October 30 and January 30 of each year of the term of this Note. Interest shall accrue until payment in full of all monies owing hereunder or until the date upon which the outstanding portion of the Principal is converted into Shares pursuant to the provisions of this Note, whichever occurs first. All interest hereunder shall be computed on the basis of the actual number of days elapsed divided by the number of days in such calendar year, being 365 or 366, as the case may be. The interest rate shall be equivalent to such applicable interest rate multiplied by the actual number of days in the calendar year in which the same is to be determined and divided by 365 or 366, as the case may be.

4.1.1    Shares . Subject to and upon compliance with the provisions of this Section 4.1, the outstanding Principal may, at any time after January 30, 2008 and prior to 4:01 p.m. (Houston time) on the the Due Date be converted in whole or in part into such number of fully paid and non-assessable Shares as is equal to the Principal divided by the Conversion Rate.

4.1.2    Notice of Conversion . The conversion specified in subsection 4.1.1 may be effected by delivery to the Corporation of a notice of conversion duly signed by or on behalf of the Holder, specifying the amount of the Principal being converted. Upon conversion of all of the Principal, the rights of the Holder under this Note as a holder thereof shall cease other than the right to receive the Shares.

4.1.3    Certificates. As promptly as practicable after the conversion of this Note, the Corporation shall issue and deliver to the Holder a certificate in the name of the Holder for the number of Shares deliverable upon the conversion of this Note.

4.1.4    Compliance with U.S. Securities Laws . Transfer of the Shares will be made only pursuant to registration under the Securities Act and in accordance with applicable state securities laws or (i) in accordance with the provisions of Regulation S, (ii) in compliance with Rule 144 under the Securities Act and in accordance with applicable state securities laws or (iii) pursuant to another exemption from registration under the Securities Act and any applicable state securities laws, provided that Holder has furnished to the Corporation an opinion of counsel of recognized standing to such effect reasonably satisfactory to the Corporation. The Corporation has no present intention or obligation to register the Shares under the Securities Act.

4.1.5    Legend on the Shares.  All Shares issued upon conversion of this Note shall be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

then the Conversion Rate shall be adjusted as of the effective date or record date, as the case may be, at which the holders of Shares are determined for the purpose of such Share Reorganization by multiplying the Conversion Rate in effect immediately prior to such effective date or record date by a fraction the numerator of which shall be the number of Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had such securities been exchanged for or converted into Shares on such effective date or record date, but excluding any Option Shares).

4.2.2    Fractional Share . If as