Common use of Minimum Monthly Principal Payments Clause in Contracts

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company shall make payments to the Purchaser in the amount of $83,333.33 (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May April 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 100,000 (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT")) ; provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal AmountAmount represented by funds contained in the Restricted Account) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Amortizing Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May March 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of (x) $83,333.33 8,333 for each Repayment Date beginning on March 1, 2005 and ending September 1, 2005, and (y) $10,417 for Repayment Dates beginning on October1, 2005 and ending August 31, 2007, respectively (the foregoing clauses (x) and (y), each a "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date occurring three (3) or more calendar months following any such release shall be increased by an amount equal to (x) 60% of such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until that exist following the date that is three (3) or more calendar months following any such release (including, without limitation, the Maturity Date Date) plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount and interest on this Note shall commence on the one hundred twentieth (120th) day after the date of this Note not contained in and on the Restricted Account same day of each month thereafter (as defined in the Restricted Account Agreementeach a "Repayment Date") shall begin on May 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal and accrued interest into (a) shares of Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock"), if the Borrower has filed a Certificate of Designation establishing a series of Preferred Stock, or (b) shares of common stock, par value $0.001 per share (the "Common Stock Stock"), if the Borrower has not filed a Certificate of Designation establishing a series of Preferred Stock, in each case pursuant to the terms hereof. Subject to Section 2.1 and Article 3 II below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 (8.33% of the "MONTHLY PRINCIPAL AMOUNT")initial Principal Amount, together with any interest accrued and unpaid interest then due on such portion of the Amortizing initial Principal Amount plus and any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from . Payments made by the Restricted Account (as defined in Holder or Borrower pursuant to Article II shall be applied first against accrued interest on the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount and then to Principal Amounts of not yet due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Monthly Amounts, commencing with the Monthly Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)next payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount Amount, interest and any other sum arising under the Asset Purchase Agreement and any agreements entered into in connection therewith (the "Transaction Documents") that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May December 1, 2005 2004 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 200,000 (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-twentieth (1/20th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNT"“Monthly Principal Amount”), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"“Monthly Amount”); provided that. Amounts of Conversions of Principal Axxxxx made by the Holder or Borrower pursuant to Section 2.1 or Article III, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect and Redemption Amounts actually paid to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.. (Convertible Note)

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in and accrued interest shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 2 and Article 3 III below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-twentieth (1/20th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that. Amounts of conversions of Principal Xxxxxx made by the Holder or Borrower pursuant to Section 2 or Article III, following a release of an amount of funds from the Restricted Account and Redemption Amounts (as defined in Section 2.3 of this Note) actually paid to Borrower shall be applied first against outstanding fees and damages, then accrued interest on the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal and then to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount Amount, interest and any other sum arising under the Subscription Agreement that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-twentieth (1/20th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that. Amounts of conversions of Principal Amount maxx xx the Holder or Borrower pursuant to Section 2.1 or Article III, following a release of an amount of funds from the Restricted Account and Redemption Amounts (as defined in the Restricted Account AgreementSection 2.3 of this Note) for the purposes set forth in the Restricted Account Side Letter (other than with respect actually paid to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding original aggregate principal amount of outstanding under this Note not contained in (the "Principal Amount") equal to the amount of funds that have been released to the Borrower from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than a release that occurs as a result of a conversion of an outstanding Principal Amount) (each, a "Release Amount"; the date on which any such Release Amount is released, a "Release Date") shall begin with respect to each such Release Amount on May the first Repayment Date occurring on the later of (x) 90 or more days following each respective Release Date and (y) January 1, 2005 2005, and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount Xxxxxx has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in an amount equal to (x) the amount aggregate Amortizing Principal Amount subject to amortizing payments at such time pursuant to the immediately preceding sentence divided by (y) the sum of $83,333.33 (I) the number of Repayment Dates (including such Repayment Date) remaining until the Maturity Date plus (II) one (1) (such amount, the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such any accrued and unpaid interest on the Amortizing Principal Amount and any accrued and unpaid interest on the Non-Amortizing Principal Amount and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May November 1, 2005 2004 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 22,058.82 (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.number

Minimum Monthly Principal Payments. Amortizing Borrower shall make monthly payments of on the Repayment Date for the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin Amortized Principal Amount beginning on May June 1, 2005 and shall recur recurring on each succeeding Repayment Date thereafter until the Amortizing Principal Amount Xxxxxx has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, beginning on June 1, 2005 on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 30,303.03 (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May January 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 7,953.13 (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT")) ; provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-nineteenth (1/19th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that. Amounts of conversions of Principal Amount made by the Holder or Borroxxx xxrsuant to Section 2.1 or Article III, following a release of an amount of funds from the Restricted Account and Redemption Amounts (as defined in Section 2.3 of this Note) actually paid to Holder shall be applied first against outstanding fees and damages, then against interest accrued on the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal and then to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount Amount, interest and any other sum arising under the Subscription Agreement that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-twentieth (1/20nd) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release . Amounts of an amount Conversions of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release made by the Holder or Borrower pursuant to Section 2.1 or Article III, and Redemption Amounts actually paid to Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of that portion of the outstanding principal amount of this Note not contained in credited to the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make principal payments to the Purchaser Holder in the amount of $83,333.33 100,000 (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"); provided that, subject to Section 2.1(d) hereof, should the Holder elect to voluntarily convert any portion of the Note (in excess of any amounts necessary to satisfy any Monthly Amounts then due and payable by the Borrower hereunder) pursuant to Article III hereof, the Principal Amount that is so converted shall be deemed to be a conversion of the Non-Amortizing Principal Amount and corresponding amounts (minus accrued and unpaid interest on the Non-Amortizing Principal Amount) shall be released to the Borrower from the Restricted Account within three (3) business days of such conversion; and provided further that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Amortizing or Non-Amortizing Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-thirtieth (1/30th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release . Amounts of an amount Conversions of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release made by the Holder or Borrower pursuant to Section 2.1 or Article III, and Redemption Amounts actually paid to Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one- thirty-second (1/32nd) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release . Amounts of an amount Conversions of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release made by the Holder or Borrower pursuant to Section 2.1 or Article III, and Redemption Amounts actually paid to Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May November 1, 2005 2004 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 3,371.79 (the "MONTHLY PRINCIPAL AMOUNT"“Monthly Principal Amount”), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"“Monthly Amount”); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT"“Release Amount”) each Monthly Principal Amount due on any Repayment Date occurring three months following any such release shall be increased by (A) in the event that any such release occurs prior to the one year anniversary of the Closing Date, an amount equal to (x) such Release Amount divided by (y) the sum remainder of (I) the number of Repayment Dates remaining until calendar months that begin prior to the Maturity tenth anniversary of the Closing Date plus minus (II) three (3) and (B) in the event that any such release occurs on or after the one year anniversary of the Closing Date, an amount equal to (1x) such Release Amount divided by (y) the remainder of (I) the number of calendar months that begin prior to the fifth anniversary of the Closing Date minus (II) three (3). Any Amortizing Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May July 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 14,705.88 (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount")) ; provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date occurring on or after the 90th day following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates occurring on or after the 90th day following any such release and remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May January 1, 2005 2004 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 45,454.54 (the "MONTHLY PRINCIPAL AMOUNT"“Monthly Principal Amount”), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT")“Monthly Amount”) ; provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT"“Release Amount”) each Monthly Principal Amount due on any Repayment Date occurring 90 days following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.of

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) Amortizing Principal Amount shall begin on May February 1, 2005 and shall recur on the first business day of each succeeding Repayment Date month thereafter until the Amortizing Principal Amount has been repaid in fullMaturity Date (each, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereofan "Amortization Date"). Subject to Section 2.1 and Article 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, the Company shall make payments to the Purchaser each in the amount of $83,333.33 10,000.00 (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with ) plus any accrued and unpaid interest then due to date on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid Note, the Purchase Agreement or any other Related Agreement (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount and interest on this Note shall commence on the one hundred twentieth (120th) day after the date of this Note not contained in and on the Restricted Account same day of each month thereafter (as defined in the Restricted Account Agreementeach a “Repayment Date”) shall begin on May 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal and accrued interest into (a) shares of Series A Preferred Stock, par value $0.001 per share (the “Preferred Stock”), if the Borrower has filed a Certificate of Designation establishing a series of Preferred Stock, or (b) shares of common stock, par value $0.001 per share (the “Common Stock Stock”), if the Borrower has not filed a Certificate of Designation establishing a series of Preferred Stock, in each case pursuant to the terms hereof. Subject to Section 2.1 and Article 3 II below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 (8.33% of the "MONTHLY PRINCIPAL AMOUNT")initial Principal Amount, together with any interest accrued and unpaid interest then due on such portion of the Amortizing initial Principal Amount plus and any and all other amounts which are then due and owing under this Note that have not been paid (collectively, the “Monthly Amount”). Payments made by the Holder or Borrower pursuant to Article II shall be applied first against accrued interest on the Principal Amount and then to Principal Amounts of not yet due Monthly Amounts, commencing with the Monthly Amount next payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount, together with such accrued and unpaid interest and such any other amounts, collectively, sum arising under the "MONTHLY AMOUNT"); provided that, following a release of an amount of funds from Asset Purchase Agreement and any agreements entered into in connection therewith (the Restricted Account (as defined in the Restricted Account Agreement“Transaction Documents”) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-thirty-second (1/32nd) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that. Amounts of conversions of Principal Amount made by the Holder or Borrower pursuant to Section 2.1 or Artxxxx XII, following a release of an amount of funds from the Restricted Account and Redemption Amounts (as defined in the Restricted Account AgreementSection 2.3 of this Note) for the purposes set forth in the Restricted Account Side Letter (other than with respect actually paid to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin commence on May February 1, 2005 2006 and shall recur on the first business day of each succeeding consecutive calendar month thereafter (each a “Repayment Date thereafter Date”) until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-eighteenth (1/18th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts amounts, except for regular interest, which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release . Amounts of an amount conversions of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release made by the Holder or Borrower pursuant to Section 2.1 or Article III shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount Amount, interest and any other sum arising under the Subscription Agreement that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date. 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 INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (hereinafter called "Borrower"), hereby promises to pay to LANE VENTURES, INC., 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Fax: (000) 000-0000 (the "Holder") or its registered assigns or successors in interest or order, without demand, the sum of Ten Thousand Dollars ($10,000.00) (“Principal Amount”), with simple and unpaid interest thereon, on August 25, 2007 (the "Maturity Date"), if not sooner paid. 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 this Note:

Minimum Monthly Principal Payments. Amortizing payments of the outstanding aggregate principal amount of outstanding under this Note not contained in at any time (the Restricted Account (as defined in the Restricted Account Agreement"PRINCIPAL AMOUNT") shall begin on May 1, 2005 as set forth below and shall recur on the first business day of each succeeding month thereafter, until the Maturity Date (each, an "AMORTIZATION Date"). For the purposes of the calculation of principal, interest and fees due and owing hereunder, the Principal Amount shall be divided into two tranches: Tranche A (defined below) and Tranche B (defined below). Subject to Article III below, beginning on September 1, 2004, the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date occurring thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Maturity Date, the Company shall make payments to the Purchaser (x) each in the amount of $83,333.33 1,470.59 (the "TRANCHE A MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due to date on such portion of the Amortizing Principal Amount first Fifty Thousand Dollars ($50,000) aggregate principal amount of this Note ("TRANCHE A") plus any and all other amounts which are then due and owing under this Note that with respect to such Tranche A but have not been paid (collectively, the Monthly Principal Amount"TRANCHE A MONTHLY AMOUNT") and (y) each in the amount of $16,176.47 (the "TRANCHE B MONTHLY PRINCIPAL AMOUNT"), together with such any accrued and unpaid interest to date on such portion of the next Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) aggregate principal amount of this Note ("TRANCHE B") plus any and all other amounts which are then owing under this Note with respect to such other amountsTranche B but have not been paid (collectively, the "TRANCHE B MONTHLY AMOUNT"). Each of the Tranche A Monthly Amount and the Tranche B Monthly Amount (collectively, the "MONTHLY AMOUNT"); provided that, following a release in each case, shall be due and payable by the Borrower as set forth above, and only satisfaction of an amount all amounts due to Holder from Borrower under each of the Tranche A Monthly Amount and the Tranche B Monthly Amount, as applicable, shall be deemed to satisfy payment in full of the amounts due Holder and payable by Borrower on each respective Repayment Date and Amortization Date under this Note. In addition, in the event that any funds are released from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (any reason other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any related to Tranche B into Common Stock in accordance with Article II or III below, the amount of such release shall be increased by an added to the amount equal to (x) each future installment of the Tranche B Monthly Principal Amount occurring after the 90th day following such Release Amount divided by (y) the sum of (I) release, allocated among such future installments on a pro rata basis based on the number of Repayment Dates months remaining (beginning with the first month of allocation) until the Maturity Date plus (II) one (1)Date. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May January 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 __________________ (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT")) ; provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding aggregate principal amount of outstanding under this Note not contained in at any time (the Restricted Account (as defined in the Restricted Account Agreement“Principal Amount”) shall begin on May August 1, 2005 2004 and shall recur on the first business day of each succeeding Repayment Date month thereafter until the Amortizing Principal Amount has been repaid in fullMaturity Date (each, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereofan “Amortization Date”). Subject to Section 2.1 and Article 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, the Company shall make payments to the Purchaser each in the amount of $83,333.33 45,454.55 (the "MONTHLY PRINCIPAL AMOUNT"“Monthly Principal Amount”), together with any accrued and unpaid interest then due to date on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that but have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"“Monthly Amount”); provided that. In addition, following a release of an amount of in the event that any funds are released from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (any reason other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each the Monthly Principal Amount due on any Repayment Date following any into Common Stock in accordance with Article II or III below, the amount of such release shall be increased by an added to the amount equal to (x) each future installment of the Monthly Principal Amount, allocated among such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)future installments on a pro rata basis. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Xxxxxx and interest on this Note shall commence on the one hundred twentieth (120th) day after the date of this Note not contained in and on the Restricted Account same day of each month thereafter (as defined in the Restricted Account Agreementeach a "Repayment Date") shall begin on May 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal and accrued interest into (a) shares of Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock"), if the Borrower has filed a Certificate of Designation establishing a series of Preferred Stock, or (b) shares of common stock, par value $0.001 per share (the "Common Stock Stock"), if the Borrower has not filed a Certificate of Designation establishing a series of Preferred Stock, in each case pursuant to the terms hereof. Subject to Section 2.1 and Article 3 II below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 (8.33% of the "MONTHLY PRINCIPAL AMOUNT")initial Principal Amount, together with any interest accrued and unpaid interest then due on such portion of the Amortizing initial Principal Amount plus and any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from . Payments made by the Restricted Account (as defined in Holder or Borrower pursuant to Article II shall be applied first against accrued interest on the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount and then to Principal Amounts of not yet due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Monthly Amounts, commencing with the Monthly Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)next payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount Amount, interest and any other sum arising under the Asset Purchase Agreement and any agreements entered into in connection therewith (the "Transaction Documents") that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May June 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 30,303.03 (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount and interest of this Note not contained in shall commence on the Restricted Account six month annxxxxxxry date of this Note and on the same day of each month thereafter (as defined in the Restricted Account Agreementeach a "Repayment Date") shall begin on May 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has and interest have been repaid in full, whether by the payment of cash or by the conversion of such principal Principal Amount and interest into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, Date the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 five and one-half percent (5.5%) of the initial Principal Amount ("MONTHLY PRINCIPAL AMOUNTFixed Principal Portion"), together with any all interest accrued and unpaid interest then due on such portion the Note as of the Amortizing Principal Amount plus Repayment Date and any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that. In addition to the regular payment of the Monthly Amount, additional payments (each an "Interim Payment") will be required to be made at the written election of the Holder (a form of which is annexed hereto) for each and every day (each a "Determination Date") the total reported dollar volume of the Common Stock exceeds $46,000 ("Liquidity Benchmark"). The amount of each Interim Payment will be determined by multiplying the Fixed Principal Portion by a fraction the numerator of which is the total reported dollar volume of the Common Stock on a Determination Date and the denominator of which is the Liquidity Benchmark. The Holder must give written notice to the Borrower within two business days after a Determination Date of Holder's election to receive an Interim Payment. If such notice is gxxxx, the Holder may elect to receive and the Borrower must pay or deliver (i) cash on the business day immediately following a release the date notice is given, or (ii) Common Stock valued at eighty-five percent (85%) of the average closing bid price of the Common Stock as reported by Bloomberg L.P. for the five (5) trading days preceding the date notice is given by the Holder of the demand for an Interim Payment. If the Holder elects to receive Common Stock in satisfaction of an amount Interim Payment, then the date of funds from the Restricted Account (as defined Holder's notice shall be deemed a Conversion Date and the Common Stock must be delivered in the Restricted Account Agreement) for same manner and under the purposes set forth same conditions as required in connection with a Notice of Conversion. All payments of cash or amounts converted into Common Stock pursuant to this Note by the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (eachHolder or Borrower shall be applied first against outstanding fees and damages, a "RELEASE AMOUNT") each Monthly then accrued interest on the Principal Amount and then to Principal Amounts of not yet due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Monthly Amounts, commencing with the Monthly Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)next payable and then Monthly Amounts thereafter in reverse chronological order. Any Principal Amount Amount, interest and any other sum arising under the Transaction Documents that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on May October 1, 2005 2004 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 53,030.30 (as adjusted pursuant to the following proviso, the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNTRelease Amount") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the original aggregate principal amount outstanding under this Note (the "PRINCIPAL AMOUNT") that is released to the Borrower for the purpose of making an acquisition approved by the Holder (each, a "PERMITTED ACQUISITION"; the date on which any such Permitted Acquisition is consummated, a "PERMITTED ACQUISITION CLOSING DATE") is hereinafter referred to as the "AMORTIZING PRINCIPAL AMOUNT" and the remaining outstanding principal amount of this Note not contained in is hereinafter referred to as the Restricted Account (as defined in "NON-AMORTIZING PRINCIPAL AMOUNT". Amortizing payments of the Restricted Account Agreement) Amortizing Principal Amount shall begin with respect to the portion of the Amortizing Principal Amount released pursuant to each Permitted Acquisition on May 1the first Repayment Date immediately following any Permitted Acquisition Closing Date, 2005 and and, in each case, such amortizing payments shall recur continue on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in an amount equal to (x) the amount aggregate Amortizing Principal Amount outstanding at such time for which amortization payments are required to be made in accordance with the immediately preceding sentence divided by (y) the sum of $83,333.33 (I) the number of Repayment Dates (including such Repayment Date) remaining until the Maturity Date plus (II) one (such amount, the "MONTHLY PRINCIPAL AMOUNT"), together with (a) any accrued and unpaid interest then due on such portion of Amortizing Principal Amount, (b) any accrued and unpaid interest on the Non-Amortizing Principal Amount plus and (c) any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amountsany amounts referred to in the preceding clauses (a) through (c), inclusive, collectively, the "MONTHLY AMOUNT"); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date, together with any and all accrued and unpaid interest and fees related thereto.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) Amortizing Principal Amount shall begin on May November 1, 2005 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 III below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holders in the amount of $83,333.33 18,977.27 (the "MONTHLY PRINCIPAL AMOUNT"“Monthly Principal Amount”), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Xxxxxx, the Non-Restricted Non-Amortizing Principal Amount and the Restricted Non-Amortizing Principal Xxxxxx plus any and all other amounts which are then due and owing under this Term Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"“Monthly Amount”); provided that, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for pursuant to the purposes set forth Release as defined in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal the “Release Amount) (each, a "RELEASE AMOUNT"”) each Monthly Principal Amount due on any Repayment Date following any such release shall be increased by an amount equal to (x) such the Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin commence on May February 1, 2005 2006 and shall recur on the first business day of each succeeding consecutive calendar month thereafter (each a “Repayment Date thereafter Date”) until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-eighteenth (1/18th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts amounts, except for regular interest, which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release . Amounts of an amount conversions of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release made by the Holder or Borrower pursuant to Section 2.1 or Article III shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount Amount, interest and any other sum arising under the Subscription Agreement that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date. 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 INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, INNOVATIVE FOOD HOLDINGS, INC., a Florida corporation (hereinafter called "Borrower"), hereby promises to pay to MOMONA CAPITAL, 0 Xxxxxx Xxxx, Monsey, New York 10952, Fax: (000) 000-0000 (the "Holder") or its registered assigns or successors in interest or order, without demand, the sum of Twenty-Five Thousand Dollars ($25,000.00) (“Principal Amount”), with simple and unpaid interest thereon, on August 25, 2007 (the "Maturity Date"), if not sooner paid. 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 this Note:

Minimum Monthly Principal Payments. Amortizing payments of the outstanding aggregate principal amount of outstanding under this Note not contained in at any time (the Restricted Account (as defined in the Restricted Account Agreement"PRINCIPAL AMOUNT") shall begin on May October 1, 2005 2004 and shall recur on the first business day of each succeeding Repayment Date month thereafter until the Amortizing Principal Amount has been repaid in fullMaturity Date (each, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereofan "AMORTIZATION DATE"). Subject to Section 2.1 and Article 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, the Company shall make payments to the Purchaser each in the amount of $83,333.33 90,909.09 (the "MONTHLY PRINCIPAL AMOUNT"), together with any accrued and unpaid interest then due to date on such portion of the Amortizing Principal Amount (as defined below) plus any and all other amounts which are then due and owing under this Note that Note, the Purchase Agreement or any other Related Agreement but have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNT"); provided that. In addition, following a release of an amount of in the event that any funds are released from the Laurus Restricted Account (as defined in the Laurus Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (any reason other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each the Monthly Principal Amount due on any Repayment Date following any into Common Stock in accordance with Article II or III below, the amount of such release shall be increased by an amount applied in equal amounts to (x) each future Amortization Date occurring after the 90th day following such Release Amount divided by (y) the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)release. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-twenty-fourth (1/24th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that. Amounts of Conversions of Principal Xxxxxx made by the Holder or Borrower pursuant to Section 2.1 or Article III, following a release of an amount of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect and Redemption Amounts actually paid to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount Principal Amount of this Note not contained in shall commence on the Restricted Account first (as defined in the Restricted Account Agreement1st) shall begin on May 1, 2005 Repayment Date and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Company Borrower shall make payments to the Purchaser Holder in the amount of $83,333.33 one-thirtieth (1/30th) of the initial Principal Amount (the "MONTHLY PRINCIPAL AMOUNTMonthly Principal Amount"), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then due and owing under this Note that have not been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the "MONTHLY AMOUNTMonthly Amount"); provided that, following a release . Amounts of an amount Conversions of funds from the Restricted Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a "RELEASE AMOUNT") each Monthly Principal Amount due on any Repayment Date following any such release made by the Holder or Borrower pursuant to Section 2.1 or Artixxx XXI, and Redemption Amounts actually paid to Borrower shall be increased by an amount equal applied to (x) such Release Amount divided by (y) Monthly Amounts commencing with the sum of (I) the number of Repayment Dates remaining until the Maturity Date plus (II) one (1)Monthly Amounts first payable and then Monthly Amounts thereafter in chronological order. Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.