FOR VALUE RECEIVED, , a corporation (the "Company"), hereby promises to pay to ("Investor") or order, the principal sum of Dollars ($) together with accrued interest thereon, subject to the terms and conditions set forth below.

1. INTEREST RATE

This note shall bear simple interest at the rate of % per annum. Interest shall accrue daily based on a 365-day year and shall be calculated from the Issue Date.

2. MATURITY DATE

The principal amount of this note, together with all accrued and unpaid interest, shall be due and payable on (the "Maturity Date"), unless earlier converted or repaid in accordance with the terms hereof.

3. CONVERSION TERMS

3.1 Automatic Conversion: This note shall automatically convert into shares of the Company's preferred stock upon the occurrence of a "Qualified Financing" (defined as the Company's issuance and sale of shares of preferred stock in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company of at least $).

3.2 Conversion Price: The conversion price shall be equal to % of the price per share paid by other investors in the Qualified Financing, or the price per share based on a pre-money valuation cap of $, whichever results in a lower price per share (and thus more shares for the Investor).

3.3 Optional Conversion: At any time prior to the Maturity Date, the Investor may elect to convert this note into shares of the Company's common stock at a conversion price equal to $ per share.

4. CONVERSION MECHANICS

4.1 Conversion Amount: The amount to be converted shall include the outstanding principal amount of this note plus all accrued but unpaid interest as of the conversion date.

4.2 Fractional Shares: No fractional shares shall be issued upon conversion. In lieu thereof, the Company shall pay cash equal to the value of such fractional share.

4.3 Conversion Upon Sale: In the event of a sale of the Company prior to conversion, this note shall convert into the right to receive the same consideration as if it had been converted into common stock immediately prior to such sale.

5. PREPAYMENT

The Company may prepay this note in whole or in part at any time without penalty, provided that the Company gives the Investor at least days' prior written notice of such prepayment.

6. EVENTS OF DEFAULT

The following shall constitute "Events of Default":

a) Failure to pay principal or interest when due and such failure continues for days;

b) Company files for bankruptcy or becomes insolvent;

c) Company breaches any material representation, warranty, or covenant that remains uncured for days after written notice;

d) Company dissolves or ceases operations;

7. REMEDIES

Upon the occurrence of an Event of Default, the Investor may:

a) Declare the entire unpaid principal and accrued interest immediately due and payable;

b) Exercise any rights available at law or in equity;

c) Convert this note into common stock at the conversion price set forth above;

8. REPRESENTATIONS AND WARRANTIES

8.1 Company Representations: The Company represents and warrants:

a) It is duly organized and validly existing under the laws of ;

b) It has full corporate power to execute this note;

c) This note constitutes a valid and binding obligation;

d) No consents or approvals are required for the execution of this note;

8.2 Investor Representations: The Investor represents:

a) The Investor is an accredited investor as defined in Rule 501 of Regulation D;

b) The Investor has the financial ability to bear the economic risk of this investment;

c) The Investor understands the speculative nature of this investment;

9. INFORMATION RIGHTS

The Company shall provide the Investor with:

a) Annual financial statements within days of year-end;

b) Quarterly financial statements within days of quarter-end;

c) Monthly updates on business operations and financial performance;

d) Notice of any material events affecting the Company;

10. MOST FAVORED NATION

If the Company issues convertible notes to other investors with terms more favorable than those contained herein, the Company shall amend this note to include such more favorable terms.

11. TRANSFER RESTRICTIONS

This note may not be transferred without the prior written consent of the Company, except to affiliates of the Investor or in connection with estate planning purposes.

12. GOVERNING LAW

This note shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

13. MISCELLANEOUS

13.1 Amendment: This note may be amended only by written agreement signed by both parties.

13.2 Severability: If any provision is deemed unenforceable, the remainder shall remain in full force and effect.

13.3 Binding Effect: This note shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.