PROMISSARY NOTE

Amount:	$500,000, $1,000,000 maximum

Time:		Two (2) year note with full payback at the conclusion of two years

Rate:	13% paid Quarterly with the first payment after 90 days of check clearing 

Security:	The entire amount of assets within the company will secure the Note-holders.  This includes all inventory and hard assets of the Company both onshore & offshore

Liability:	The Note-holders are in no way liable for any liabilities of the Company in any way

Units:	In addition to interest being paid, each $25,000 will receive 5,000 units (restricted 180 days after the company goes public) at no charge (may be adjusted for any stock splits)
	Each unit will contain 1 share of common stock and 2 warrants at 1¢ per warrant (3 year exercisable at $2.00) that are callable if the common stock is $3.00 bid or higher for 30 days after the Company goes public.  The warrant holder has 30 days from the time of call to exercise the warrant, and expires thereafter.  (may be adjusted for any stock splits)

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Default:	If for any reason the interest is not paid in a timely fashion and or
		the note is not paid in full at the conclusion, the note-holders may
		immediately take possession of any and all assets of the company
		to make themselves whole as necessary.

In addition the company agrees to pay all fees in registering the stock and warrants as necessary.

This Note is legal and binding and by signing below all parties agree to the terms and conditions as explained above.

Purchaser:_________________________       _____________________________
		Name			                         Name

___________________________        _____________________________
		Signature				Signature

	___________________________        _____________________________
		Address				Address

	___________________________        _____________________________
		City-Zip				City-Zip

	___________________________        _____________________________
		Social Security #			Social Security #

Amount Invested: _______________

Agreed and accepted by:
		________________________________________________________
			Michael Marleau / CEO

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