EASTERN RESOURCES, INC. 8.25% CONVERTIBLE PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.  ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.  THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO THIS NOTE.

FOR VALUE RECEIVED,  Eastern Resources, Inc. , a Delaware corporation (the " Company "), hereby promises to pay to MILESTONE ENHANCED FUND LTD . or registered assigns (" Holder ") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the " Principal ") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest at the rate of 8.25% per annum  (" Interest ") from the date set out above as the Issuance Date (the " Issuance Date ") until the same becomes due and payable on the Maturity Date.

1.            PAYMENTS OF PRINCIPAL; MATURITY .  Payment of principal and interest due on this Note is payable no later than November 8, 2010 (the “ Maturity Date ”); provided, however , that each of the parties hereto may mutually agree to extend the term of this Note beyond the Maturity Date.

2.            PREPAYMENT.   The Company and the Holder understand and agree that the principal amount of the Note and any interest accrued thereon be prepaid by the Company at any time without penalty.

3.            CONVERSION OF NOTE .  This Note shall be convertible into shares of the Company’s common stock (the " Shares "), on the terms and conditions set forth in this Section 3.

(a)            Conversion Right .  Subject to the provisions of Section 3(c)(i) hereof and pursuant to terms to be mutually agreed upon by the Company and the Holder in writing at a later date, the Holder shall be entitled to convert any portion of the outstanding and unpaid principal and interest balance due on the Note in accordance with Section 3 of this Note into Shares at a conversion price to be mutually determined by the Company and the Holder (the “ Conversion Price ”).   The Company shall not issue any fractions of a Share upon any conversion.  If the issuance would result in the issuance of a fraction of a Share, the Company shall round such fraction of a Share up to the nearest whole Share.  The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Shares upon conversion of any conversion amount.

(b)            Mechanics of Conversion .

(i)   Notice of Conversion.  To convert this Note, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit A to this Note, with appropriate insertions (the “ Conversion Notice ”), to the Company at its address as set forth herein.  The date upon which the conversion shall be effective (the “ Conversion Date ”) shall be deemed to be the date set forth in the Conversion Notice.  Except as otherwise provided herein, the Company shall not have the right to object to the conversion or the calculation of the applicable conversion price, absent manifest error.  Any conversion of any portion of the Note to Shares shall be deemed to be a pre-payment of principal, without any penalty, and shall be credited against any future payments of principal in the order that such payments become due and payable

(ii)   Disputes .   In the event of a dispute as to the number of Shares issuable to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of Shares not in dispute and resolve such dispute using good faith efforts with the Holder.

(c)            Limitations on Conversions . 

Beneficial Ownership .  The Holder of this Note (including any successor, transferee or assignee) shall not have the right or obligation to convert any portion of this Note pursuant to Section 3(b)(i) hereof to the extent that, after giving effect to such conversion, the Holder (together with the Holder's Affiliates) would beneficially own in excess of 4.99% (as may be adjusted in the manner described below, the " Maximum Percentage ") of the number of shar