PROMISSORY NOTE

FOR VALUE RECEIVED, and at the times hereinafter specified, the undersigned (“Maker”) hereby promises to pay to the order of SPYGLASS INVESTMENT PARTNERSHIP (hereinafter referred to, together with each subsequent holder hereof, as “Holder”), at such address as may be designated from time to time hereafter by any Holder, the principal sum of TWO HUNDRED FIFTY THOUSAND ($250,000), or so much thereof as shall have been advanced to or for the benefit of Maker, together with interest on the principal balance outstanding from time to time, as hereinafter provided, in lawful money of the United States of America.

The term of this note shall commence as of the date hereof and, if not sooner paid, the entire unpaid principal indebtedness, all accrued and unpaid interest, and all other sums payable in connection with this note shall be due and payable on March 1, 2010 (the “Maturity Date”).  Notwithstanding the foregoing sentence, the maturity date of this note may be extended at the option of Maker for a period of one year following the Maturity Date provided Holder receives a renewal fee equal to 1.5% of the then outstanding principal balance due.  In no event shall the maturity date of this note be later than  March 1,  2010.

During the period commencing on the date hereof and continuing until this note is paid in full, (a) interest on the principal balance of this note shall accrue at the rate of 15% per annum and (b) interest payments shall be made every 90 days, beginning 90 days for the date hereof.  Interest shall be computed on the basis of a 360-day year, calculated for the actual number of days elapsed.

The Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, together with any interest or fees due hereon into shares of Common Stock, subject to the terms and conditions set forth herein at the rate of $0.01 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note.  The Holder may exercise such right by delivery to the Maker of a written notice of conversion.

The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Maker on such Conversion Date.  For the purposes of the provision 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 Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of only 4.99% and aggregate conversion by the Holder may exceed 4.99%.  The Holder shall have the authority and obligation to determine whether the restriction contained in herein will limit any conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Notes are convertible shall be the responsibility and obligation of the Holder.  The Holder may waive the conversion limitation described herein in whole or in part, upon and effective after 61 days prior written notice to the Maker.  

In the event that the Holder elects to convert any amounts outstanding under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a " Notice of Conversion ") to the Maker, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and amounts being converted.  The original Note is not required to be surrendered to the Maker until all sums due under the Note have been paid.  On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records.  Each date on which a Notice of Conversion is delivered or telecopied to the Maker in accordance with the provisions hereof shall be deemed a " Conversion Date ."

Pursuant to the terms of a Notice of Conversion, the Maker will issue instructions to the transfer agent accompanied by an opinion of counsel, if so required by the Maker's transfer agent and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder's designated broker within seven  (7) business days after receipt by the Maker of the Notice of Conversion (the " Delivery Date "). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Maker of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such shares of Common Stock, unless the Holder provides the Maker written instructions to the contrary. Notwithstanding the foregoing to the contrary, the Maker or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC (or certificates free of restrictive legends) if a registration statement providing for the resale of the shares of Common Stock issuable upon the conversion of this Note is effective and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements.  In the event that Conversion Shares cannot be delivered to the Holder via DWAC, the Maker shall deliver physical certificates representing the Conversion Shares by the Delivery Date.

The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal Amount and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price.

The Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.  Merger, Sale of Assets, etc .  If