FORM OF CALLABLE SECURED CONVERTIBLE NOTE

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Exhibit 10.2 Form of Callable Secured Convertible Note due March 17, 2007

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE

SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,

SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE

TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD

PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.

CALLABLE SECURED CONVERTIBLE NOTE

Valencia, California

March 17, 2005 $__________

FOR VALUE RECEIVED, CONECTISYS CORPORATION, a Colorado corporation (hereinafter

called the "Borrower"), hereby promises to pay to the order of

___________________ or registered assigns (the "Holder") the sum of

$__________, on March 17, 2007 (the "Maturity Date"), and to pay interest on

the unpaid principal balance hereof at the rate of eight percent (8%) (the

"Interest Rate") per annum from March 17, 2005 (the "Issue Date") until the

same becomes due and payable, whether at maturity or upon acceleration or by

prepayment or otherwise, or so much thereof as may be advanced and be

outstanding, with interest thereon, to be computed on each advance from the

date of its disbursement. Any amount of principal or interest on this Note

which is not paid when due shall bear interest at the rate of fifteen percent

(15%) per annum from the due date thereof until the same is paid ("Default

Interest"). Interest shall commence accruing on the Issue Date, shall be

computed on the basis of a 365-day year and the actual number of days elapsed

and shall be payable quarterly provided that no interest shall be due and

payable for any month in which the Trading Price (as such term is defined

below) of the Common Stock (as such term is defined below) is greater than

$.0035 for each Trading Day (as such term is defined below) of the month. All

payments due hereunder (to the extent not converted into common stock, no par

value per share, of the Borrower (the "Common Stock") in accordance with the

terms hereof) shall be made in lawful money of the United States of America

provided that interest payable for the first month following the Issue Date

shall be payable on the date hereof and deemed for all purposes as a prepayment

of such obligation. All payments shall be made at such address as the Holder

shall hereafter give to the Borrower by written notice made in accordance with

the provisions of this Note. Whenever any amount expressed to be due by the

terms of this Note is due on any day which is not a business day, the same

shall instead be due on the next succeeding day which is a business day and, in

the case of any interest payment date which is not the date on which this Note

is paid in full, the extension of the due date thereof shall not be taken into

account for purposes of determining the amount of interest due on such date.

As used in this Note, the term "business day" shall mean any day other than a

Saturday, Sunday or a day on which commercial banks in the city of New York,

New York are authorized or required by law or executive order to remain closed.

Each capitalized term used herein, and not otherwise defined, shall have the

meaning ascribed thereto in that certain Securities Purchase Agreement, dated

March 17, 2005, pursuant to which this Note was originally issued (the

"Purchase Agreement").

This Note is free from all taxes, liens, claims and encumbrances with respect

to the issue thereof and shall not be subject to preemptive rights or other

similar rights of shareholders of the Borrower and will not impose personal

liability upon the holder thereof. The obligations of the Borrower under this

Note shall be secured by that certain Security Agreement and Intellectual

Property Security Agreement, each dated March 17, 2005 by and between the

Borrower and the Holder.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time, and

at any time on or prior to the earlier of (i) the Maturity Date and (ii) the

date of payment of the Default Amount (as defined in Article III) pursuant to

Section 1.6(a) or Article III, the Optional Prepayment Amount (as defined in

Section 5.1 or any payments pursuant to Section 1.7, each in respect of the

remaining outstanding principal amount of this Note to convert all or any part

of the outstanding and unpaid principal amount of this Note into fully paid and

non-assessable shares of Common Stock, as such Common Stock exists on the Issue

Date, or any shares of capital stock or other securities of the Borrower into

which such Common Stock shall hereafter be changed or reclassified at the

conversion price (the "Conversion Price") determined as provided herein (a

"Conversion"); provided, however, that in no event shall the Holder be entitled

to convert any portion of this Note in excess of that portion of this Note upon

conversion of which the sum of (1) the number of shares of Common Stock

beneficially owned by the Holder and its affiliates (other than shares of

Common Stock which may be deemed beneficially owned through the ownership of

the unconverted portion of the Notes or the unexercised or unconverted portion

of any other security of the Borrower (including, without limitation, the

warrants issued by the Borrower pursuant to the Purchase Agreement) subject to

a limitation on conversion or exercise analogous to the limitations contained

herein) and (2) the number of shares of Common Stock issuable upon the

conversion of the portion of this Note with respect to which the determination

of this proviso is being made, would result in beneficial ownership by the

Holder and its affiliates of more than 4.99% of the outstanding shares of

Common Stock and provided further that the Holder shall not be entitled to

convert any portion of this Note during any month immediately succeeding a

Determination Date occurring during a month in which the Borrower exercises its

prepayment option pursuant to Section 5.2 of this Note. For purposes of the

proviso to the immediately preceding sentence, beneficial ownership shall be

determined in accordance with Section 13(d) of the Securities Exchange Act of

1934, as amended, and Regulations 13D-G thereunder, except as otherwise

provided in clause (1) of such proviso. The number of shares of Common Stock

to be issued upon each conversion of this Note shall be determined by dividing

the Conversion Amount (as defined below) by the applicable Conversion Price

then in effect on the date specified in the notice of conversion, in the form

attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the

Borrower by the Holder in accordance with Section 1.4 below; provided that the

Notice of Conversion is submitted by facsimile (or by other means resulting in,

or reasonably expected to result in, notice) to the Borrower before 6:00 p.m.,

New York, New York time on such conversion date (the "Conversion Date"). The

term "Conversion Amount" means, with respect to any conversion of this Note,

the sum of (1) the principal amount of this Note to be converted in such

conversion plus (2) accrued and unpaid interest, if any, on such principal

amount at the interest rates provided in this Note to the Conversion Date plus

(3) Default Interest, if any, on the amounts referred to in the immediately

preceding clauses (1) and/or (2) plus (4) at the Holder's option, any amounts

owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to

Section 2(c) of that certain Registration Rights Agreement, dated as of March

17, 2005, executed in connection with the initial issuance of this Note and the

other Notes issued on the Issue Date (the "Registration Rights Agreement").

The term "Determination Date" means the last business day of each month after

the Issue Date.

1.2 Conversion Price.

(a) Calculation of Conversion Price. The Conversion Price shall be the lesser

of (i) the Variable Conversion Price (as defined herein) and (ii) the Fixed

Conversion Price (as defined herein) (subject, in each case, to equitable

adjustments for stock splits, stock dividends or rights offerings by the

Borrower relating to the Borrower's securities or the securities of any

subsidiary of the Borrower, combinations, recapitalization, reclassifications,

extraordinary distributions and similar events). The "Variable Conversion

Price" shall mean the Applicable Percentage (as defined herein) multiplied by

the Market Price (as defined herein). "Market Price" means the average of the

lowest three (3) Trading Prices (as defined below) for the Common Stock during

the twenty (20) Trading Day period ending one Trading Day prior to the date the

Conversion Notice is sent by the Holder to the Borrower via facsimile (the

"Conversion Date"). "Trading Price" means, for any security as of any date,

the intraday trading price on the Over-the-Counter Bulletin Board (the "OTCBB")

as reported by a reliable reporting service mutually acceptable to and

hereafter designated by Holders of a majority in interest of the Notes and the

Borrower or, if the OTCBB is not the principal trading market for such

security, the intraday trading price of such security on the principal

securities exchange or trading market where such security is listed or traded

or, if no intraday trading price of such security is available in any of the

foregoing manners, the average of the intraday trading prices of any market

makers for such security that are listed in the "pink sheets" by the National

Quotation Bureau, Inc. If the Trading Price cannot be calculated for such

security on such date in the manner provided above, the Trading Price shall be

the fair market value as mutually determined by the Borrower and the holders of

a majority in interest of the Notes being converted for which the calculation

of the Trading Price is required in order to determine the Conversion Price of

such Notes. "Trading Day" shall mean any day on which the Common Stock is

traded for any period on the OTCBB, or on the principal securities exchange or

other securities market on which the Common Stock is then being traded.

"Applicable Percentage" shall mean 40.0%. The "Fixed Conversion Price" shall

mean $.005.

(b) Conversion Price During Major Announcements. Notwithstanding anything

contained in Section 1.2(a) to the contrary, in the event the Borrower (i)

makes a public announcement that it intends to consolidate or merge with any

other corporation (other than a merger in which the Borrower is the surviving

or continuing corporation and its capital stock is unchanged) or sell or

transfer all or substantially all of the assets of the Borrower or (ii) any

person, group or entity (including the Borrower) publicly announces a tender

offer to purchase 50% or more of the Borrower's Common Stock (or any other

takeover scheme) (the date of the announcement referred to in clause (i) or

(ii) is hereinafter referred to as the "Announcement Date"), then the

Conversion Price shall, effective upon the Announcement Date and continuing

through the Adjusted Conversion Price Termination Date (as defined below), be

equal to the lower of (x) the Conversion Price which would have been applicable

for a Conversion occurring on the Announcement Date and (y) the Conversion

Price that would otherwise be in effect. From and after the Adjusted Conversion

Price Termination Date, the Conversion Price shall be determined as set forth

in this Section 1.2(a). For purposes hereof, "Adjusted Conversion Price

Termination Date" shall mean, with respect to any proposed transaction or

tender offer (or takeover scheme) for which a public announcement as

contemplated by this Section 1.2(b) has been made, the date upon which the

Borrower (in the case of clause (i) above) or the person, group or entity (in

the case of clause (ii) above) consummates or publicly announces the

termination or abandonment of the proposed transaction or tender offer (or

takeover scheme) which caused this Section 1.2(b) to become operative.

1.3 Authorized Shares. Subject to the Stockholder Approval (as defined in the

Agreement), the Borrower covenants that during the period the conversion right

exists, the Borrower will reserve from its authorized and unissued Common Stock

a sufficient number of shares, free from preemptive rights, to provide for the

issuance of Common Stock upon the full conversion of this Note and the other

Notes issued pursuant to the Purchase Agreement. The Borrower is required at

all times to have authorized and reserved two times the number of shares that

is actually issuable upon full conversion of the Notes (based on the Conversion

Price of the Notes or the Exercise Price of the Warrants in effect from time to

time) (the "Reserved Amount"). The Reserved Amount shall be increased from

time to time in accordance with the Borrower's obligations pursuant to Section

4(h) of the Purchase Agreement. The Borrower represents that upon issuance,

such shares will be duly and validly issued, fully paid and non-assessable. In

addition, if the Borrower shall issue any securities or make any change to its

capital structure which would change the number of shares of Common Stock into

which the Notes shall be convertible at the then current Conversion Price, the

Borrower shall at the same time make proper provision so that thereafter there

shall be a sufficient number of shares of Common Stock authorized and reserved,

free from preemptive rights, for conversion of the outstanding Notes. The

Borrower (i) acknowledges that it has irrevocably instructed its transfer agent

to issue certificates for the Common Stock issuable upon conversion of this

Note, and (ii) agrees that its issuance of this Note shall constitute full

authority to its officers and agents who are charged with the duty of executing

stock certificates to execute and issue the necessary certificates for shares

of Common Stock in accordance with the terms and conditions of this Note.

If, at any time a Holder of this Note submits a Notice of Conversion, and the

Borrower does not have sufficient authorized but unissued shares of Common

Stock available to effect such conversion in accordance with the provisions of

this Article I (a "Conversion Default"), subject to Section 4.8, the Borrower

shall issue to the Holder all of the shares of Common Stock which are then

available to effect such conversion. The portion of this Note which the Holder

included in its Conversion Notice and which exceeds the amount which is then

convertible into available shares of Common Stock (the "Excess Amount") shall,

notwithstanding anything to the contrary contained herein, not be convertible

into Common Stock in accordance with the terms hereof until (and at the

Holder's option at any time after) the date additional shares of Common Stock

are authorized by the Borrower to permit such conversion, at which time the

Conversion Price in respect thereof shall be the lesser of (i) the Conversion

Price on the Conversion Default Date (as defined below) and (ii) the Conversion

Price on the Conversion Date thereafter elected by the Holder in respect

thereof. In addition, the Borrower shall pay to the Holder payments

("Conversion Default Payments") for a Conversion Default in the amount of (x)

the sum of (1) the then outstanding principal amount of this Note plus (2)

accrued and unpaid interest on the unpaid principal amount of this Note through

the Authorization Date (as defined below) plus (3) Default Interest, if any, on

the amounts referred to in clauses (1) and/or (2), multiplied by (y) .24,

multiplied by (z) (N/365), where N = the number of days from the day the holder

submits a Notice of Conversion giving rise to a Conversion Default (the

"Conversion Default Date") to the date (the "Authorization Date") that the

Borrower authorizes a sufficient number of shares of Common Stock to effect

conversion of the full outstanding principal balance of this Note. The

Borrower shall use its best efforts to authorize a sufficient number of shares

of Common Stock as soon as practicable following the earlier of (i) such time

that the Holder notifies the Borrower or that the Borrower otherwise becomes

aware that there are or likely will be insufficient authorized and unissued

shares to allow full conversion thereof and (ii) a Conversion Default. The

Borrower shall send notice to the Holder of the authorization of additional

shares of Common Stock, the Authorization Date and the amount of Holder's

accrued Conversion Default Payments. The accrued Conversion Default Payments

for each calendar month shall be paid in cash or shall be convertible into

Common Stock (at such time as there are sufficient authorized shares of Common

Stock) at the applicable Conversion Price, at the Borrower's option, as

follows:

(a) In the event Borrower elects to make such payment in cash, cash payment

shall be made to Holder by the fifth (5th) day of the month following the month

in which it has accrued; and

(b) In the event Borrower elects to make such payment in Common Stock, the

Borrower shall convert such payment amount into Common Stock at the Conversion

Price (as in effect at the time of conversion) at any time after the fifth

(5th) day of the month following the month in which it has accrued in

accordance with the terms of this Article I (so long as there is then a

sufficient number of authorized shares of Common Stock).

The Borrower's election shall be made in writing to the Holder at any time

prior to 6:00 p.m., New York, New York time, on the third day of the month

following the month in which Conversion Default payments have accrued. If no

election is made, the Borrower shall be deemed to have elected to pay in cash.

Nothing herein shall limit the Holder's right to pursue actual damages (to the

extent in excess of the Conversion Default Payments) for the Borrower's failure

to maintain a sufficient number of authorized shares of Common Stock, and each

holder shall have the right to pursue all remedies available at law or in

equity (including degree of specific performance and/or injunctive relief).

1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be

converted by the Holder in whole or in part at any time from time to time after

the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by

facsimile or other reasonable means of communication dispatched on the

Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to

Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the

contrary set forth herein, upon conversion of this Note in accordance with the

terms hereof, the Holder shall not be required to physically surrender this

Note to the Borrower unless the entire unpaid principal amount of this Note is

so converted. The Holder and the Borrower shall maintain records showing the

principal amount so converted and the dates of such conversions or shall use

such other method, reasonably satisfactory to the Holder and the Borrower, so

as not to require physical surrender of this Note upon each such conversion.

In the event of any dispute or discrepancy, such records of the Borrower shall

be controlling and determinative in the absence of manifest error.

Notwithstanding the foregoing, if any portion of this Note is converted as

aforesaid, the Holder may not transfer this Note unless the Holder first

physically surrenders this Note to the Borrower, whereupon the Borrower will

forthwith issue and deliver upon the order of the Holder a new Note of like

tenor, registered as the Holder (upon payment by the Holder of any applicable

transfer taxes) may request, representing in the aggregate the remaining unpaid

principal amount of this Note. The Holder and any assignee, by acceptance of

this Note, acknowledge and agree that, by reason of the provisions of this

paragraph, following conversion of a portion of this Note, the unpaid and

unconverted principal amount of this Note represented by this Note may be less

than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which

may be payable in respect of any transfer involved in the issue and delivery of

shares of Common Stock or other securities or property on conversion of this

Note in a name other than that of the Holder (or in street name), and the

Borrower shall not be required to issue or deliver any such shares or other

securities or property unless and until the person or persons (other than the

Holder or the custodian in whose street name such shares are to be held for the

Holder's account) requesting the issuance thereof shall have paid to the

Borrower the amount of any such tax or shall have established to the

satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower

from the Holder of a facsimile transmission (or other reasonable means of

communication) of a Notice of Conversion meeting the requirements for

conversion as provided in this Section 1.4, the Borrower shall issue and

deliver or cause to be issued and delivered to or upon the order of the Holder

certificates for the Common Stock issuable upon such conversion within two (2)

business days after such receipt (and, solely in the case of conversion of the

entire unpaid principal amount hereof, surrender of this Note) (such second

business day being hereinafter referred to as the "Deadline") in accordance

with the terms hereof and the Purchase Agreement (including, without

limitation, in accordance with the requirements of Section 2(g) of the Purchase

Agreement that certificates for shares of Common Stock issued on or after the

effective date of the Registration Statement upon conversion of this Note shall

not bear any restrictive legend).

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the

Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder

of record of the Common Stock issuable upon such conversion, the outstanding

principal amount and the amount of accrued and unpaid interest on this Note

shall be reduced to reflect such conversion, and, unless the Borrower defaults

on its obligations under this Article I, all rights with respect to the portion

of this Note being so converted shall forthwith terminate except the right to

receive the Common Stock or other securities, cash or other assets, as herein

provided, on such conversion. If the Holder shall have given a Notice of

Conversion as provided herein, the Borrower's obligation to issue and deliver

the certificates for Common Stock shall be absolute and unconditional,

irrespective of the absence of any action by the Holder to enforce the same,

any waiver or consent with respect to any provision thereof, the recovery of

any judgment against any person or any action to enforce the same, any failure

or delay in the enforcement of any other obligation of the Borrower to the

holder of record, or any setoff, counterclaim, recoupment, limitation or

termination, or any breach or alleged breach by the Holder of any obligation to

the Borrower, and irrespective of any other circumstance which might otherwise

limit such obligation of the Borrower to the Holder in connection with such

conversion. The Conversion Date specified in the Notice of Conversion shall be

the Conversion Date so long as the Notice of Conversion is received by the

Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering

physical certificates representing the Common Stock issuable upon conversion,

provided the Borrower's transfer agent is participating in the Depository Trust

Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon

request of the Holder and its compliance with the provisions contained in

Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to

cause its transfer agent to electronically transmit the Common Stock issuable

upon conversion to the Holder by crediting the account of Holder's Prime Broker

with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way

limiting the Holder's right to pursue other remedies, including actual damages

and/or equitable relief, the parties agree that if delivery of the Common Stock

issuable upon conversion of this Note is more than three (3) days after the

Deadline (other than a failure due to the circumstances described in Section

1.3 above, which failure shall be governed by such Section) the Borrower shall

pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that

the Borrower fails to deliver such Common Stock. Such cash amount shall be

paid to Holder by the fifth day of the month following the month in which it

has accrued or, at the option of the Holder (by written notice to the Borrower

by the first day of the month following the month in which it has accrued),

shall be added to the principal amount of this Note, in which event interest

shall accrue thereon in accordance with the terms of this Note and such

additional principal amount shall be convertible into Common Stock in

accordance with the terms of this Note.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion

of this Note may not be sold or transferred unless (i) such shares are sold

pursuant to an effective registration statement under the Act or (ii) the

Borrower or its transfer agent shall have been furnished with an opinion of

counsel (which opinion shall be in form, substance and scope customary for

opinions of counsel in comparable transactions) to the effect that the shares

to be sold or transferred may be sold or transferred pursuant to an exemption

from such registration or (iii) such shares are sold or transferred pursuant to

Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares

are transferred to an "affiliate" (as defined in Rule 144) of the Borrower who

agrees to sell or otherwise transfer the shares only in accordance with this

Section 1.5 and who is an Accredited Investor (as defined in the Purchase

Agreement). Except as otherwise provided in the Purchase Agreement (and

subject to the removal provisions set forth below), until such time as the

shares of Common Stock issuable upon conversion of this Note have been

registered under the Act as contemplated by the Registration Rights Agreement

or otherwise may be sold pursuant to Rule 144 without any restriction as to the

number of securities as of a particular date that can then be immediately sold,

each certificate for shares of Common Stock issuable upon conversion of this

Note that has not been so included in an effective registration statement or

that has not been sold pursuant to an effective registration statement or an

exemption that permits removal of the legend, shall bear a legend substantially

in the following form, as appropriate:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD,

TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE

AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT

REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR

REGULATION S UNDER SAID ACT."

The legend set forth above shall be removed and the Borrower shall issue to the

Holder a new certificate therefor free of any transfer legend if (i) the

Borrower or its transfer agent shall have received an opinion of counsel, in

form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that a public sale or transfer of such Common Stock

may be made without registration under the Act and the shares are so sold or

transferred, (ii) such Holder provides the Borrower or its transfer agent with

reasonable assurances that the Common Stock issuable upon conversion of this

Note (to the extent such securities are deemed to have been acquired on the

same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common

Stock issuable upon conversion of this Note, such security is registered for

sale by the Holder under an effective registration statement filed under the

Act or otherwise may be sold pursuant to Rule 144 without any restriction as to

the number of securities as of a particular date that can then be immediately

sold. Nothing in this Note shall (i) limit the Borrower's obligation under the

Registration Rights Agreement or (ii) affect in any way the Holder's

obligations to comply with applicable prosp