VORTEX RESOURCES CORP. Convertible Note

THIS SECURED NOTE AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

This Secured Note (the “ Note ”) is issued on September __, 2008 (the “ Closing Date ”) by Vortex Resources Corp. a Delaware corporation (the “ Company ”), to Trafalgar Capital Specialized Investment Fund, Luxembourg (together with its permitted successors and assigns, the “ Holder ”) pursuant to exemptions from registration under the Securities Act of 1933, as amended.

Section 1.01   Principal and Interest . For value received, the Company hereby promises to pay to the order of the Holder on September ____, 2010 in lawful money of the United States of America and in immediately available funds the principal sum of One Million Six Hundred Thousand U.S. Dollars  (US$1,600,000) together with interest on the unpaid principal of this Note at the rate of eight and one half percent (8.5%) per annum compounded monthly from the date hereof until paid. Interest shall be computed on the basis of a 360-day year and the actual days elapsed and the Holder shall deduct two (2) interest payments at each Closing (as defined in the Securities Purchase Agreement). The Holder shall in no event be entitled to convert this Note for a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such conversion.

Section 1.02   Optional Conversion . The Holder is entitled, at its option, to convert, and sell on the same day or at any subsequent time, at any time and from time to time, until payment in full of this Note, all or any part of the principal amount of the Note, plus accrued interest, into shares (the “ Conversion Shares ”) of the Company’s common stock, par value US $.001 per share (“ Common Stock ”), at the price per share equal to eighty-five percent (85%) of the average Volume Weighted Average Price (“VWAP”) of the Company’s Common Stock, as quoted by Bloomberg, LP, for the ten (10) trading days immediately preceding the Conversion Date (as defined herein) (the “ Conversion Price ”) but in no event at a price below $2.00 per share. As used herein, “ Principal Market ” shall mean The National Association of Securities Dealers Inc.’s Over-The-Counter Bulletin Board, Nasdaq Capital Market, or American Stock Exchange. No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To convert this Note, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit “A” to this Note, with appropriate insertions (the “ Conversion Notice ”), to the Company at its address as set forth herein. The date upon which the conversion shall be effective (the “ Conversion Date ”) shall be deemed to be the date set forth in the Conversion Notice. Within three (3) days of receipt of a Conversion Notice from the Holder, the Company may redeem any conversion for cash in lieu of issuing the Conversion Shares at using the Redemption Amount.

Section 1.03   Reservation of Common Stock . The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Note, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion, based upon the Conversion Price. If at any time the Company does not have a sufficient number of Conversion Shares authorized and available, then the Company within ten (10) business days for the sole purpose of increasing the number of shares authorized shall either (i) obtain sufficient written consents from the Company’s shareholders and file an Information Statement with the Securities and Exchange Commission (the “SEC”) or (ii) file a preliminary proxy statement with the Securities and Exchange Commission within ten (10) business day after such occurrence and shall call and hold a special meeting of its stockholders as soon as practicable after such occurrence for the sole purpose of increasing the number of authorized shares of Common Stock. Notwithstanding the foregoing, the Holders hereby acknowledge that the Company currently does not have sufficient shares of its Common Stock authorized as shall be necessary to effect the issuance of the Conversion Shares, but has obtained the written consent of a sufficient number of votes of its shareholders to authorize such increase and has filed an Information Statement with the SEC reflecting such approval.

Section 1.04   Issuance of Common Stock upon Conversion . The Company shall promptly, but no later than five (5) days following the Company’s receipt of a Conversion Notice, cause the delivery of the full amount of the Common Stock due to be issued to Holder at that time. In the event that the shares of Common Stock are not delivered within ten (10) days of the Company’s receipt of a Conversion Notice, the Company shall pay the Holder a cash amount within three (3) business days, after the end of the month in which such shares were due, equal to two percent (2%) of the liquidated value of the Notes then outstanding, as liquidated damages and not as a penalty. The Company acknowledges that such a failure to deliver the shares due pursuant to a Conversion Notice is likely to cause material financial hardship to Holder and shall constitute and Event of Default hereunder.

Section 1.05   Mandatory and Optional Redemption. The Company shall redeem this Note starting on the fourth month following issuance in 20 equal installments of $56,000 of the then outstanding principal and a final payment on month 24 in the amount of $480,000. Each monthly payment shall include interest plus a redemption premium on the principal of the Note as it is redeemed. This redemption premium shall initially be 7% in month four and increase by 1% per month. See attached Exhibit B for the Mandatory Redemption Schedule which is subject to adjustment for redemptions and conversions as described herein. The Company shall also have the option to prepay the then outstanding principal and any accrued but unpaid interest of this Note in full or in part at any time and from time to time by providing the Holder with three days advance notice. The Company shall pay a redemption premium of 15% on any early principal redeemed. a In the event the Company closes a financing with cash proceeds in the amount of $4,000,000 or more, the Holder has the right to demand repayment of the total amount of principal and interest outstanding plus a redemption premium. Should the financing be closed in several installments, then repayment would be made on a pro rata basis.

Section 1.06   Interest Payments . The interest so payable will be paid monthly in arrears in cash beginning on the first month following the Closing (the “ Interest Payment Date ”) to the person in whose name this Note is registered. Holder shall deduct the first two (2) interest payments at the Closing. In the event of default, as described in Article III Section 3.01 hereunder, the Holder may elect that the interest be paid in cash (via wire transfer or certified funds) or in the form of Common Stock. If paid in the form of Common Stock, the amount of stock to be issued will be calc