NOVINT TECHNOLOGIES, INC. 8% SENIOR SECURED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

FOR VALUE RECEIVED, the adequacy of which is hereby acknowledged, Novint Technologies, Inc., a company organized under the laws of the State of Delaware (the “ Company ”), hereby promises unconditionally to pay to ________________ (together with any assignee, “ Holder ”), in lawful money of the United States of America (“ Dollars ” or “ $ ”) and in immediately available funds, the principal sum of ___________________ ($_____________) on the Maturity Date, as hereinafter defined, and to pay interest on such principal amount of this Senior Secured Promissory Note (the “ Note ”).  Capitalized terms used but not otherwise defined herein have the respective meanings given to such terms in Section 11 hereof.

1.            Principal .  Unless earlier repaid in full, the entire unpaid principal amount of this Note shall be paid on the Maturity Date, subject to Section 6 hereof.  Promptly following the payment in full of this Note, the Holder shall surrender this Note to the Company for cancellation.

2.            Prepayment .  The Company shall have the right prior to the Maturity Date to repay all of the principal amount of this Note and accrued but unpaid interest thereon and all other sums due hereunder without premium or penalty.

3.            Allocation .  Except as otherwise provided herein, all payments made hereunder (whether in prepayment or otherwise) shall be applied first against any sums incurred by the Holder for the payment of any expenses in enforcing the terms of this Note, then against any interest then due hereunder and finally against principal.

4.            Interest .  Interest on the Note shall accrue at a rate of eight percent (8%) per annum from the date of this Note, and shall be payable on the Maturity Date, subject to Section 6 hereof.  The rate of interest payable under the Note from time to time shall in no event exceed the maximum rate, if any, permissible under applicable law.

5.            Payments .  All payments to be made by the Company in respect of this Note shall be made in U.S. Dollars by wire transfer to an account designated by the Holder by written notice to the Company, subject to Section 6 hereof.  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.  All amounts payable under this Note shall be paid free and clear of, and without reduction by reason of, any deduction, setoff, or counterclaim.

6.            Refinance .  As provided by Section A.3 of the Subscription Agreement dated December 4, 2008, in the event that this Note is not paid in full by the Maturity Date, the Company shall have the option to refinance this Note and any accrued interest, in whole or in part, with a 10% Convertible Senior Secured Promissory Note (the “Convertible Note”).  Promptly following the refinancing and/or payoff in full of this Note including all accrued and interest, the Holder shall surrender this Note to the Company for cancellation.

7.            Covenants of the Company .

(a)           Affirmative Covenants of the Company .  Until all principal and interest and any other amounts due and payable under this Note have been paid in full, the Company shall:

(i)           provide prompt written notice to the Holder of:  (i) the occurrence of any Event of Default, or any event which with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder, and (ii) any loss or damage to any Collateral (as hereinafter defined) in excess of $100,000;

(ii)           do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and the ownership of the Collateral;

(iii)           maintain, with financially sound and reputable insurance companies, customary insurance for its insurable properties, including without limitation, the Collateral, all to such extent and against such risks, including fire, casualty, fidelity, business interruption and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations;

(iv)           provide 30 days’ prior written notice of its registration of any copyright with the United States Copyright Office and promptly prepare and file such documentation as requested by Holder to evidence Holder’s first priority security interest in such copyrights;

(v)           provide prompt notice to Holder upon the occurrence of an adverse change in the financial condition of the Company or reasonable belief that such a change is imminent; and

(vi)           maintain the Collateral at the Company’s primary place of business and in a format which can be accessed and retrieved by Holder.

(b)           Negative Covenants of the Company .  Until all principal and interest and any other amounts due and payable under this Note have been paid in full in cash, the Company shall not:

(i)           declare or pay any cash dividends on any shares of any class of its capital stock, or apply any of its property or assets to the purchase, redemption or other retirement of, or set apart any sum for the payment of any cash dividends on, or for the purchase, redemption or other retirement of, or make any other distribution by reduction of capital or otherwise in respect of, any shares of any class of its capital stock; or

(ii)           sell, transfer, lease or otherwise dispose (including pursuant to a merger) of any asset with a value greater than $100,000, except sales, transfers, leases and other dispositions of inventory, used, obsolete or surplus equipment or other property and investments in each case in the ordinary course of business.

8.            Transferability .  This Note may be transferred by the Holder to any person or entity provided that such transfer complies with all applicable securities laws.  Such transfer may be made without any restriction other than compliance with all applicable securities laws.

9.            Events of Default .  Subject to Section 6 hereof, the term “ Event of Default ” as used herein means any one of the following events (whatever the reasons of such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           Payments .  Any failure by the Company to pay in full the principal or accrued interest under the Note on the Maturity Date.

(b)           Breach of Covenant under this Note .  Any material failure by the Company to observe any covenant or agreement on its part contained in this Note.

(c)           Breach of Representation and Warranty or Covenant under other Transaction Document .  The material breach of any provision of, or the failure of performance of any of the terms, conditions or covenants under any other document executed and/or delivered in connection with this Note (including the Subscription Agreement) or otherwise furnished to Holder in connection with the debt evidenced by this Note.

(d)           Insolvency .   (i)  (A) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking  relief in respect of the Company, or of a substantial part of the property of the Company, under any Debtor Relief Law and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for a substantial part of the property of the Company; or (C) the winding-up or liquidation of the Company.

(ii)              The Company shall (A) voluntarily commence any proceeding or file any petition seeking relief under any Debtor Relief Law; (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ii) above; (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or sim