THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER
THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECURED CONVERTIBLE PROMISSORY NOTE
eROOMSYSTEM TECHNOLOGIES, INC.
$322,500 November 8, 2002
eRoomSystem Technologies, Inc., a Nevada corporation (the "Company"), for value received, hereby promises
to pay to Ash Capital, LLC, a Utah limited liability company (the "Noteholder"), at 6405 South 3000 East, Suite
201, Salt Lake City, Utah 84121, or its assigns, the sum of Three Hundred Twenty-two Thousand Five Hundred
Dollars ($322,500), or such other amount as may be outstanding, plus interest accrued on unpaid principal,
compounded annually, at a rate per annum of eight percent (8%), from the date of this Note until the principal
amount hereof and all interest accrued thereon is paid (or converted, as provided in Section 2 hereof). The
principal amount of this Note, and the interest accrued thereon, shall be payable at the principal offices of the
Noteholder or by mail to the registered address of the holder of this Note on the earliest to occur of (i)
November 8, 2003, (ii) a default under this Note in accordance with Paragraph 8 below, (iii) a default as that
term is defined in the Security Agreement executed herewith, and (iv) the date five (5) days after the date of any
breach by the Company of any agreement with the Noteholder and/or any affiliate of the Noteholder, unless this
Note shall have been previously converted pursuant to Section 2 hereof or as provided otherwise in this Note.