THIS NON-NEGOTIABLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. IT MAY NOT BE OFFERED OR TRANSFERRED BY SALE,
ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR SUCH
NON-NEGOTIABLE PROMISSORY NOTE UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT
OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933.
FOR VALUE RECEIVED, the undersigned WealthHound, Inc., a corporation with its principal address at 11
Broadway , Penthouse, New York, NY 10004 ("Maker" or "Company") hereby promises to pay to the order of
Ostonian Securities Limited, whose address is Stanbrook House, 2-5 Old Bond Street, Suite 3C, 3rd Floor,
London, England W1X 3TB ("Payee"), the principal sum of Thirty Thousand and 00/100 ($30,000.00) Dollars
(the "Principal Amount"), together with interest as set forth herein (as the same may be supplemented, modified,
amended or restated from time to time in the manner provided herein, this "Note"). Interest on the Principal
Amount shall accrue at the rate of Ten Percent (10%) per annum, to be paid in lawful money of the United States
at the above address of the Payee or such other place as Payee may designate.
1. Payment of Principal and Interest. The Principal Amount together with all interest accruing thereon shall be
paid by the Maker to the Payee by January 31, 2001, except that all of the Principal Amount and Interest
accruing thereon shall be due upon the earlier of (i) the occurrence of a Sale Transaction (as defined below), or
(ii) the occurrence of an Event of Default (as defined below).
2. Prepayment. The Maker shall have the right to prepay this Note in full at any time, or in part from time to time,
without penalty or premium. Any such prepayment shall be applied first to any accrued interest to the date of
prepayment, and then to any remaining principal balance.
3. Sale Transaction.
3.1 A "Sal