THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING
THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

________________________, Inc.

2008 CONVERTIBLE PROMISSORY NOTE

$______,000 August ____, 2008

FOR VALUE RECEIVED, the undersigned, ________________________, Inc., a Delaware

corporation (the "Company"), promises to pay to the order of INVESTOR NAME, or its registered
assigns (the "Holder"), the principal amount of $____,000 – __________ US Dollars - (the “Note
Amount”), plus interest at a rate equal to five percent (5%) per annum payable upon maturity.
Interest shall be calculated monthly on the basis of actual number of full calendar months elapsed.
Notwithstanding any other provision of this Note, the holder hereof does not intend to charge and the
Company shall not be required to pay any interest or other fees or charges in excess of the maximum
permitted by applicable law; any payments in excess of such maximum shall be refunded to the
Company or credited to reduce principal hereunder. All payments received by the holder hereunder
will be applied first to costs of collection, if any, then to interest and the balance to principal.

Payments of principal and interest will be made by check in immediately available United
States funds sent to the holder at the address furnished to the Company for that purpose.

This is one of a series of the Company's notes known as its 2008 Convertible Promissory
Notes (collectively referred to herein as the "Notes"), all of like tenor, except as to the name of the
holder, the date of issuance, and the principal amount thereof and other non-material details. The
Notes are limited in aggregate principal amount to [anticipated total face value of notes] and are
intended to provide financing to the Company in anticipation of an Equity Financing (as defined
below). The Company, may, by written notice to the Holder, increase the aggregate principal amount
of the Notes at any time.

The following is a statement of the rights of the Holder of this Note and the conditions to
which this Note is subject to and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Maturity Date. Unless earlier converted in accordance with Section 2, the principal
and accrued interest on this Note shall be due and payable on demand at any time following
September 1, 2010 (the "Maturity Date").

2. Note Conversion.
2.1. Conversion upon Equity Financing. If the Company shall
obtain an arms' length preferred stock equity investment from an
investor or a group of investors (the "Investors") in a transaction or
related series of transactions of at least $2,000,000, not including
for such purpose the outstanding principal amount of the Notes (an
"Equity Financing"), prior to the Maturity Date, then, upon the date
of the closing of such Equity Financing (the "Closing Date"), this
Note and all accrued interest shall be automatically converted into
such number of shares of the type of equity securities (the "Equity
Securities") to be issued in the Equity Financing at a conversion rate
equal to the lowest per share price the Equity Securities are issued
in the Equity Financing multiplied by the Applicable Percentage. For
purposes of this Section 2.1, the Applicable Percentage shall equal
75%. Notwithstanding anything set forth herein, if 75% of the
premoney valuation of the Company (on a fully diluted basis) based
on the Equity Financing (“Premoney Valuation”) exceeds _________
[conversion cap amount], then the Applicable Percentage will be
reduced to the percentage which when multiplied by the Premoney
Valuation equals _____________________. Premoney Valuation” shall be
defined as the product of (i) the number of shares of Company stock outstanding or
reserved for issuance pursuant to outstanding stock options or warrants prior to the
Equity Financing, and (ii) the price per share at which shares will be issued in the
Equity Financing. The Company shall not be obligated to issue certificates
evidencing the shares of the securities issuable upon such automatic conversion
unless the Note is either delivered to the Company or its transfer agent, or the Holder
notifies the Company or its transfer agent that the Note has been lost, stolen or
destroyed and executes a customary lost note agreement.

2.2. Conversion or Payment upon Change of Control. If prior to the Maturity

Date, there is a Change of Control (as defined below) and the Notes have not
previously converted, the Holder may, upon 10 days notice, elect to have this Note
converted or repaid in one of the following two ways: (a) the Holder may elect to
receive from the Company an amount in cash equal to the sum of the original
principal amount and interest then accrued under the Note or (b) the Holder may elect
to convert this Note plus all accrued interest into shares of Common Stock
immediately prior to the closing of such Change of Control. Such number of shares
shall be determined by dividing the principal on this Note plus all accrued interest by
the quotient of (a) ________________[conversion cap amount], plus the aggregate
amount of funds raised pursuant to the Notes divided by (b) the Outstanding
Securities (as defined below), each calculated as of immediately prior to the closing
of such Change of Control. In the event that the Holder does not make an election
within 10 days of the notice from the Company (with email being adequate notice),
the Company shall determine, in its reasonable discretion, to convert or repay the
Note, based upon whether the value of the consideration that would be payable to the

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Holder in a Change of Control if the Holder converted this Note is greater than the
principal and interest on this Note. A "Change of Control" for purposes of this Note
shall mean any consolidation or merger of the Company with or into any other
corporation or other entity or person, or any other corporate reorganization in which
the Company shall not be the continuing or surviving entity of such reorganization or
any transaction or series of related transactions by the Company in which in excess of
50% of the Company's voting power is transferred, or a sale of all or substantially all
of the assets of the Company, other than any transaction or series of related
transactions which is primarily for the purpose of financing the Company or a
reincorporation of the Company. "Outstanding Securities" for purposes of this Note
shall mean that number which is the sum of (i) all outstanding stock of the Company,
(ii) all outstanding options, warrants or other convertible securities of the Company
(other than pursuant to the Notes).

2.3. Conversion Procedure.

2.3.1 Notice of Conversion. Upon the conversion of this Note, written

notice shall be delivered to the Holder of this Note at the address shown on
the records of the Company for the Holder or given by the Holder to the
Company for the purpose of notice or, if no such address appears or is given,
at the place where the principal executive office of the Company is located,
notifying the Holder of the conversion to be effected, specifying the
conversion price, the principal amount of the Note to be converted, the date on
which such conversion will occur and calling upon such Holder to surrender
to the Company, in the manner and at the place designated, the Note.

2.3.2 Delivery of Stock Certificates. As promptly as practicable after the

conversion of this Note and delivery of this Note to the Company, the
Company at its expense will issue and deliver to the Holder of this Note a
certificate or certificates for the number of full shares of Common Stock or
other Equity Securities, as the case may be, issuable upon such conversion.

2.3.3 Mechanics and Effect of Conversion. No fractional shares of the

Company's capital stock shall be issued upon conversion of this Note. In lieu
of the Company issuing any fractional shares to the Holder upon the
conversion of this Note, the Company shall pay to the Holder the amount of
outstanding principal that is not so converted, such payment to be in the form
as provided below. Upon the conversion of this Note pursuant to Sections 2.1
or 2.2 above, the Holder shall surrender this Note, duly endorsed, at the
principal office of the Company. At its expense, the Company shall, as soon
as practicable thereafter, issue and deliver to such Holder at such principal
office a certificate or certificates for the number of shares of the Company's
Common Stock or other Equity Securities, as the case may be, to which the
Holder shall be entitled upon such conversion, together with any other
securities and property to which the Holder is entitled upon conversion of this

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 Note, including a check payable to the Holder for any cash amounts payable
in lieu of fractional shares as described above. Upon conversion of this Note,
the Company shall be forever released from all its obligations and liabilities
under this Note.

3. Unsecured and Subordinated. The indebtedness represented by this Note is unsecured

and the Holder acknowledges and agrees that the obligation of the Company to make
payment on this Note is expressly subordinated in right of payment to the prior payment in
full of all of the Company's commercial finance lenders, insurance companies, lease
financing institutions or other lending institutions approved by the Board of Directors and
regularly engaged in the business of lending money.

4. Registration and Other Rights. Upon the occurrence of the Equity Financing, the
Holder shall have the rights provided to a purchaser of Equity Securities in the Equity
Financing, including without limitation, to the extent granted therein, information and
registration rights and subject to any minimum share ownership thresholds, and the Holder
agrees to execute a counterpart to the relevant transaction documents entered into among the
Company and the purchasers of shares of Equity Securities in the Equity Financing,
including without limitation any Stockholders Agreement, Stock Transfer Agreement or
similar agreement.

5. Waiver of Notice; Fees. The Company hereby waives notice, presentment, protest
and notice of dishonor. If the Holder is required to commence legal proceedings or incur any
other cost to collect amounts due and payable hereunder or to enforce its rights under this
Note, the Company shall be liable to pay or reimburse the Holder for all reasonable costs and
expenses incurred in connection with the collection of such amounts and any such legal
proceedings, including without limitation attorneys' fees.

6. Transfer of this Note or Securities Issuable on Conversion Hereof. With respect to

any offer, sale or other disposition of this Note or securities into which such Note may be
converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof, together with a written opinion of such Holder's counsel to the
effect that such offer, sale or other distribution may be effected without registration or
qualification (under any federal or state law then in effect). Upon receiving such written
notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as
practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this
Note or such securities, all in accordance with the terms of the notice delivered to the
Company. Each Note thus transferred and each certificate representing the securities thus
transferred shall bear a legend as to the applicable restrictions on transferability in order to
ensure compliance with the Act, unless in the opinion of counsel for the Company such
legend is not required. The Company may issue stop transfer instructions to its transfer agent
in connection with such restrictions.

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7. Representations.

7.1. Representations of Holder.

7.1.1 Holder represents and warrants to the Company that Holder is

acquiring this Note and the underlying securities for Holder's own account for
investment only and not with a view to distribution or resale of the Note or
underlying securities. The Holder represents that it is an "accredited investor"
as such term is defined in Rule 501 under the Act. Holder understands that
this Note and the underlying securities are being issued to Holder pursuant to
an exemption from the registration requirements of the Act and, accordingly,
must be held indefinitely by Holder unless later transferred in transactions that
are either registered under the Act or exempt from registration. Holder
understands that the Company is under no obligation to register this Note or
the underlying securities under the Act or to file for or comply with an
exemption from registration, and recognizes that exemptions from
registration, in any case, are limited and may not be available when Holder
may wish to sell, transfer or otherwise dispose of the Note or the underlying
securities.

7.1.2 Holder represents and warrants to the Company that Holder has such
knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Note and the
underlying securities and that Holder is able to incur a complete loss of
Holder's investment and to bear the risk of such a loss for an indefinite period
of time. Holder understands that the Note and the underlying securities are a
risky and speculative investment.

7.2. Company Representations. The Company represents that sufficient authorized

but unissued shares of the Company's capital stock have been reserved or will be
reserved by appropriate corporate action in connection with the prospective
conversion of this Note. The issuance of the capital stock issuable on conversion of
this Note will not require any further corporate action and are not in conflict with any
provision of any agreement to which the Company is a party or by which it is bound.
The issuance of this Note and the conversion of this Note are not in conflict with the
Company's Articles of Incorporation or By-laws.

7.3. Legend. Any certificate representing shares of the Company's capital stock
issued upon conversion of this Note shall be stamped or otherwise imprinted with a
legend substantially in the following form:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

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 REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE
TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED."

9.Miscellaneous.

9.1Successors and Assigns. Subject to the exceptions specifically set forth in this
Note, the terms and conditions of this Note shall inure to the benefit of and be binding
upon the respective executors, administrators, heirs, successors and assigns of the
parties.

9.2 Loss or Mutilation of Note. Upon receipt by the Company of evidence

satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, together with
indemnity reasonably satisfactory to the Company, in the case of loss, theft or destruction, or the
surrender and cancellation of the Note, in the case of mutilation, the Company shall execute and
deliver to Holder a new Note of like tenor and denomination as this Note. Principal is payable only
to the registered Holder of the Note.

9.3 Titles and Subtitles. The titles and subtitles of the Sections of this Note are
used for convenience only and shall not be considered in construing or interpreting this agreement.

9.4 Notices. Any notice, request or other communication required or permitted

hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or by certified mail, postage
prepaid with return receipt requested, addressed as follows:

if to the Company to:

[address]

if to the Holder to the Holder's address included on the signature page of this Note.

Either party hereto may change the above specified recipient or mailing address by notice to the
other party given in the manner herein prescribed. All notices shall be deemed given on the day
when actually delivered as provided above (if delivered personally or by facsimile, provided that any
such facsimile is received during regular business hours at the recipient's location) or on the day
shown on the return receipt (if delivered by mail or delivery service).

9.5 Note Holder Not Shareholder. This Note does not confer upon Holder any
right to vote or to consent to or to receive notice as a shareholder of the Company, as such, in respect
of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the conversion
hereof.

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 9.6 Governing Law. The terms of this Note shall be construed in accordance with
the laws of the State of California, as applied to contracts entered into by California residents within
the State of California, which contracts are to be performed entirely within the State of California.

9.7 Waiver and Amendment. Any term of this Note may be amended, waived or
modified with the written consent of the Company and Holder of this Note; provided, that if such
amendment is to be made to all the Notes and affects all holders of the Notes equally (except for
such differences as arise solely from the differing principal amounts of such Notes), then the Holder
of this Note agrees with the Company that such amendment may be effected upon the written
consent of holders owning together in excess of 50% of the aggregate principal amounts received by
the Company under the Notes.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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 IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name this
____ day of ____________, 2008.

________________________, INC.

Signature: ________________________
By:
Title:

ACCEPTED AND AGREED:

Signature: ________________________
By:
Title:

Address:

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