Preview | Secured Convertible Promissory Note |

THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

FOR VALUE RECEIVED, CELSIA TECHNOLOGIES, INC., a Nevada corporation (the Company), hereby promises to pay to___________________(the Payee), or their registered assigns, the principal amount of___________________($________) together with interest thereon calculated from the date hereof in accordance with the provisions of this Secured Convertible Promissory Note (as amended, modified and supplemented from time to time, this Convertible Note and together with any other Convertible Notes issued in the Convertible Note Issuance (as defined below) or upon transfer or exchange, the Convertible Notes). Capitalized terms not defined in this Convertible Note shall have the meaning ascribed to them in the Securities Purchase Agreement.

1. Payment of Interest. Interest shall accrue from the Issuance Date at a rate equal to ten percent (10%) per annum (the Interest Rate) on the unpaid principal amount of this Convertible Note and shall be payable on the Maturity Date; provided that so long as any Event of Default has occurred and is continuing, interest shall be deemed to accrue, to the extent permitted by law, at the rate of eighteen percent (18%) per annum retroactive to the date of this Convertible Note on the unpaid principal amount of this Convertible Note outstanding from time to time through the date on which such Event of Default ceases to exist. Interest shall be computed on the basis of the actual number of days elapsed and a 360-day year.

2. Maturity Date. The entire principal amount of this Convertible Note and all accrued but unpaid interest thereon shall be due and payable in full in cash in immediately available funds on the June 20, 2007 (such date, the Maturity Date). Any overdue principal and overdue interest together with any interest thereon, shall be due and payable upon demand.

(i) Notwithstanding the above, in the event a Qualified Debenture Financing is consummated, the principal amount of this Convertible Note plus accrued and unpaid interest thereon shall automatically be converted into Debentures issued by the Company in a Qualified Debenture Financing, as further described below; provided, however, if an Event of Default (as defined herein) shall have occurred prior to the consummation of a Qualified Debenture Financing, no such conversion shall occur and this Convertible Note shall remain outstanding in accordance with the terms hereof; provided further, that nothing in this proviso shall limit the ability of the holder of this Convertible Note from participating at the holders sole election in the Qualified Debenture Financing on the terms herein stated or on terms otherwise agreeable to such holder and the Company. The Company shall give Payee not less than five (5) days prior written notice of the closing of any Qualified Debenture Financing.

(ii) Upon any automatic conversion of this Convertible Note into a Debenture pursuant to Section 3(i), the principal amount of such Debenture that shall be issuable to the Payee shall equal the principal amount plus accrued and unpaid interest thereon of this Convertible Note multiplied by one hundred ten percent (110%) (rounded to the nearest whole dollar). The Debenture to be issued upon any such conversion shall have the same rights, preferences and privileges as the Debenture issued in the Qualified Debenture Financing. The Payee, upon making such conversion, shall be entitled to all the benefits of any agreements entered into among the Company and the holders of the Debenture. If the Debenture sold in the Qualified Debenture Financing are sold as units including warrants or other securities, the Payee upon conversion of this Convertible Note shall receive all the securities comprising such units; provided, however, that if warrants to purchase shares of Company common stock are issued as part of such units, the Payee shall receive additional warrants exercisable for a number of shares of Company common stock equal to thirty percent (30%) of the number of shares of common stock into which the Debenture issued to the Payee could be converted into as of the consummation of the Qualified Debenture Financing; provided further, that if a Qualified Debenture Financing shall not have occurred by the four (4) week anniversary of the Issuance Date, such thirty percent (30%) amount shall be increased to fifty percent (50%), with such additional warrants having the same terms as the warrants issued pursuant to the Qualified Debenture Financing.

$_____________________	Dated: _____________
(Original Principal Amount)	(Issuance Date)