15% CONVERTIBLE NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE IS SUBJECT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 13, 2009, BY AND BETWEEN FREZER, INC. AND THE HOLDERS AS DEFINED BELOW (THE “SECURITIES PURCHASE AGREEMENT”).

FOR VALUE RECEIVED, Frezer, Inc., a Nevada corporation (the “ Company ”), hereby unconditionally promises to pay to [           ] ( together   with its registered assigns, the “ Holder ”) on the Maturity Date, as defined below, the principal sum of _____________________(U.S.$_________), and to pay to the Holder interest on the unpaid principal amount of this Note as provided in Article I hereof.  This is the Note referred to in the Securities Purchase Agreement.  Capitalized terms used but not otherwise defined herein have the respective meanings given to such terms in the Securities Purchase Agreement.

Section 1.1         Principal .  Subject to Section 6.1 herein, the entire unpaid principal amount of this Note shall be paid on the Maturity Date if pursuant to a notice from the Holder under Section 2.1 hereof, the Holder elects to receive the Cash Repayment as defined thereunder.  Promptly following the payment in full of this Note, the Holder shall surrender this Note to the Company for cancellation.

Section 1.2         Interest .  Interest shall accrue (on a compounded basis) on the daily unpaid principal amount of this Note, for each day during the period from and including the date hereof (the “ Commencement Date ”) to but excluding the date such Note shall be paid in full, at a rate of fifteen percent (15%) per annum (the “ Interest Rate ”) and shall be payable on the Maturity Date, unless pursuant to a notice from the Holder under Section 2.1 hereof, the Holder elects to receive the Share Repayment as defined thereunder, in which case the interest under Section 1.2 shall be waived in its entirety.

Section 1.3         Default Interest .  Without duplication of any interest payable under Section 1.2 hereof, the Company hereby unconditionally promises to pay to the Holder interest (computed on a compounded basis) on any principal or interest payable by the Company under this Note that shall not have been paid in full when due (whether at stated maturity, by acceleration, upon prepayment or otherwise), for the period from and including the due date of such payment to but excluding the date the same is paid in full, at a rate per annum equal to the Interest Rate plus 5%, which interest shall be payable from time to time on demand of the Holder in the event there are defaults as set forth under Section 4.1.

Section 2.1         Election of Payments and Payments Generally .  At least twenty (20) Business Days prior to the Maturity Date, the Holder shall send the Company a notice which the Holder elects, at Holder’s option, to convert the outstanding principal (excluding any accrued interest) of this Note into the Company’s Common Stock (the “Share Repayment”) or to receive cash repayment of the outstanding principal plus accrued interest (the “Cash Repayment”). The Holder must choose either the Share Repayment or the Cash Repayment and may not combine them in the notice to the Company. If the Holder elects to receive the Cash Repayment, all payments of principal and interest to be made by the Company in respect of this Note shall be made in Dollars by delivery to the Holder, at the address the Holder provides to the Company, not later than 12:00 noon New York time on the date on which such payment shall be due.  If the due date of any payment in respect of this Note would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day, and interest shall be payable on any principal so extended for the period of such extension.  All payments by the Company under this Note will be made without setoff or counterclaim and free and clear of, and without deductions for, any taxes, fees or other expenses or claims of any kind.

Section 2.2         Prepayments .  This Note may not be pre-paid by the Company.

Section 3.1         Conversion of Notes.

(a) Subject to and in compliance with the provisions of this Note, the Holder shall have the right, at the Holder's option, at any time prior to or on the close of business on the Maturity Date to convert the principal amount of this Note only, without any interest, into that number of fully paid and non-assessable shares at the initial rate of one share for each $0.1597 of principal and interest, which may be adjusted pursuant to Section 3.2 below (the “ Conversion Price ”).

(b)   In order to exercise the conversion privilege with respect to this Note, the Holder shall give a conversion notice (the “ Conversion Notice ”) in the form attached hereto as Exhibit A (or such other notice which is acceptable to the Company) to the Company. A Conversion Notice may be given by facsimile transmission to the numbers set forth on the form of Conversion Notice. If the conversion is to occur on the Maturity Date, the Conversion Notice shall be sent to the Company at least twenty (20) Business Days in advance as set forth under Section 2.1 hereof.

(c)  As promptly as practicable, but in no event later than 10 days (except for the conversion on the Maturity Date, in which case the Company can issue shares in twenty (20) Business Days after a Conversion Notice is given), after a Conversion Notice is given, the Company shall issue and shall deliver to the Holder or the Holder's designee the number of full shares issuable upon such conversion of this Note or portion hereof in accordance with the provisions of this Article 3.

Section 3.2         Adjustment of Conversion Price.   The Conversion Price shall be adjusted from time to time by the Company as follows:

(i)              In case the Company shall on or after the date hereof pay a dividend or make a distribution to all holders of the outstanding shares in shares, the Conversion Price in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of Shares outstanding at the close of business on the record date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following such record date.  If any dividend or distribution of the type described in this Section 3(d)(i) is declared, but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(ii)              In case the outstanding Shares shall on or after the issuance date be subdivided into a greater number of Shares, the Conversion Price then in effect shall be proportionately reduced, and conversely, in case outstanding Shares shall be combined into a smaller number of Shares, the Conversion Price then in effect shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the day upon which such subdivision or combination becomes effective.

(iii)          Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly, but in no event later than five days thereafter, give a notice to the Holder setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(e)            Effect of Conversion.   The Company shall not be obligated to issue certificates evidencing the Shares issuable on such conversion unless the Note is e