THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. 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 OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO KAIRE HOLDINGS, INC.
THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURED CONVERTIBLE NOTE
FOR VALUE RECEIVED, KAIRE HOLDINGS, INC., a Delaware corporation (hereinafter called
"Borrower"), hereby promises to pay to LONGVIEW EQUITY FUND LP, 600 Montgomery Street, 44 th
Floor, San Francisco, CA 94111, Fax: (415) 981-5301 (the "Holder") or order, without demand, the sum of
One Hundred and Seventy-Five Thousand Dollars ($175,000.00), with simple interest accruing on June 23,
2007 (the "Maturity Date"), if not paid sooner.
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower
and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms
of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this
Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to
Payment Grace Period . The Borrower shall have a ten (10) day grace period to pay any
monetary amounts due under this Note, after which grace period a default interest rate of fifteen percent (15%)
per annum shall apply to the amounts owed hereunder.
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 regardless of the occurrence of
an Event of Default. The Note shall be payable in full on the Maturity Date, unless previously co