THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE
UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO WEALTHHOUND.COM, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.
FOR VALUE RECEIVED, WEALTHHOUND.COM, INC., a Florida corporation (hereinafter called
"Borrower"), hereby promises to pay to ESQUIRE TRADE & FINANCE INC. (the "Holder") or order,
without demand, the sum of Three Hundred and Seventy-Five Thousand Dollars ($375,000), with simple interest
accruing at the annual rate of 8%, on July 3, 2002 (the "Maturity Date").
The following terms shall apply to this Note:
DEFAULT RELATED PROVISIONS
1.1 Payment Grace Period. The Borrower shall have a ten (10) day grace period to pay any monetary amounts
due and payable under this Note, after which grace period a default interest rate of 15% per annum shall apply to
the amounts owed hereunder.
1.2 Conversion Privileges. The Conversion Privileges set forth in Article II shall remain in full force and effect
immediately from the date hereof and until the Note is paid in full.
1.3 Interest Rate. Subject to the Holder's right to convert, the principal and interest payable on this Note shall
accrue at the annual rate of eight percent (8%) and be payable on the Maturity Date, accelerated or otherwise,
when the principal and remaining accrued but unpaid interest shall be due and payable.
The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the
Borrower's Common Stock as set forth below.
2.1. Conversion into the Borrower's Common Stock.
(a) The Holder shal