THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO THE BORROWER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.

YOUR COMPANY NAME

CONVERTIBLE PROMISSORY NOTE

$25,000.00 __________, 2004

FOR VALUE RECEIVED, the undersigned, YOUR COMPANY NAME, a Massachusetts Limited Liability Company (the “Borrower”), promises to pay to the order of [Name removed] (the “Holder”), the principal sum of Twenty Five Thousand Dollars ($25,000.00) (hereinafter called the “Principal”), plus interest thereon at the rate set forth below.

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

Definitions. As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:

“Conversion Date” shall mean any date upon which all of the then outstanding principal amount of this Note is converted into securities of the Borrower pursuant to Section 4 hereof.

“Conversion Price” shall mean the product of (i) 80% and (ii) the price per share paid by purchasers of the Underlying Securities other than Holder.

“Holders” means Holder and all other Holders of convertible promissory notes substantially similar to this Note (collectively, the “Notes”) and executed by the Borrower in anticipation of the Series A Offering (defined in Section 4).

“Note” shall mean this Convertible Promissory Note.

“Noteholder,” “Holder,” or similar terms, when the context refers to a holder of this Note, shall mean any person who shall at the time be the holder of this Note.

“Underlying Securities” shall mean the shares of a series of the Borrower’s preferred stock into which the outstanding principal on the Note will be convertible pursuant to Section 4 hereof.

Terms of Note. This Note shall bear interest on the outstanding principal amount until paid in full (unless earlier converted pursuant to Section 4 hereof) at the annual rate of eight percent (8%) per annum (calculated based upon a 360-day year) or, if higher, whatever rate is from time to time required to avoid imputed interest under applicable provisions of the Internal Revenue Code of 1986, as amended. The entire principal amount of this Note, together with any unpaid interest thereon and any other sums due and payable hereunder, shall be due and payable one (1) year following the date first set forth above (the “Maturity Date”), unless this Note on or before the Maturity Date converts into preferred stock of the Borrower pursuant to Section 4 hereof. In the event of and upon such conversion on or prior to the Maturity Date, this Note and all accrued interest on this Note will be canceled, and no interest will be due or payable on this Note. This Note, collectively with all other Notes made by the Company, shall be senior to all other unsecured indebtedness of the Borrower for money borrowed by the Borrower (as opposed to trade debt) unless otherwise agreed by Holders representing a majority of indebtedness then outstanding under all the Notes.