SECURED DEMAND PROMISSORY NOTE

FOR VALUE RECEIVED , SPLINTERNET HOLDINGS, INC. , a Delaware corporation with an address at 535 Connecticut Avenue, 2 ^nd floor, Norwalk, Connecticut 06854 (the “Maker”), hereby promises to pay to the order of James C. ACKERLY , with an address at 364 Rowayton Avenue, Rowayton, Connecticut 06853, or assigns (the “Holder”), the principal sum of _______________________ Dollars in lawful money of the United States, plus interest thereon at the rate set forth below, ON DEMAND .

1.   Payments .  

Maker promises to pay interest on the principal amount of this Note outstanding at a rate equal to eight (8.0%) percent per annum. Maker hereby agrees to repay the principal amount of this Note, and the interest which shall accrue on this Note, upon written demand therefor by the Holder. When any date on which principal and interest are due and payable falls on a Saturday, Sunday or legal holiday, then such payment shall be due and payable on the first business day immediately following.

Prepayment of all or any part of the principal due and owing on this Note may be made on any date without any additional premium or penalty. All payments made on this Note shall be applied first to amounts other than principal and interest which may then be due hereunder, then to interest accrued to the date of the payment and then to the outstanding principal amount of this Note.

In the event any payment due hereunder is not made within five (5) days after the due date, interest shall accrue on such unpaid amount at the rate of fifteen (15.0%) percent per annum from the due date.

2.   Waivers .

No delay or failure on the part of the Holder in exercising any right, privilege or option hereunder shall operate as a waiver thereof or of any event of default, nor shall any single or partial exercise of any such right, privilege or option preclude any further exercise thereof, or the exercise of any other right, privilege or option.

Maker waives demand, presentment for payment, notice of dishonor, protest and notice of protest and any notice or demands of any kind are hereby expressly waived.

3.   Security Agreement .

The obligations of the Maker under this Note shall be secured by that certain Security Agreement, dated as of the date hereof, by and among Splinternet Holdings, Inc., Splinternet Communications, Inc., a Connecticut corporation, and James C. Ackerly.

4.   Miscellaneous .

(a)   Maker shall be responsible