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 ENDOVASC LTD., INC., THAT SUCH REGISTRATION IS NOT REQUIRED.





                                CONVERTIBLE NOTE



     FOR VALUE RECEIVED, ENDOVASC LTD., INC., a Nevada corporation (hereinafter

called "Borrower"), hereby promises to pay to LAURUS MASTER FUND, LTD., c/o

Onshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South

Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the "Holder") or

order, without demand, the sum of Two Hundred Thousand Dollars ($200,000.00),

with simple interest accruing at the annual rate of 8%, on August 17, 2003 (the

"Maturity Date").



     The following terms shall apply to this Note:



                                    ARTICLE I



                           DEFAULT RELATED PROVISIONS



                  1.1 Payment Grace Period. The Borrower shall have a ten (10)

day grace period to pay any monetary amounts due under this Note, after which

grace period a default interest rate of twenty percent (20%) per annum shall

apply to the amounts owed hereunder.



                  1.2      Conversion  Privileges.  The  Conversion  Privileges

set forth in Article  II shall  remain in full force and effect immediately from

the date hereof and until the Note is paid in full.



                  1.3 Interest Rate. Subject to the Holder's right to convert,

interest payable on this Note shall accrue at the annual rate of eight percent

(8%) and be payable in arrears commencing September 30, 2001 and quarterly

thereafter, and on the Maturity Date, accelerated or otherwise, when the

principal and remaining accrued but unpaid interest shall be due and payable, or

sooner as described below.



                                   ARTICLE II



                                CONVERSION RIGHTS



                  The Holder shall have the right to convert the principal

amount and interest due under this Note into Shares of the Borrower's Common

Stock as set forth below.



{PAGE}

                  2.1.     Conversion into the Borrower's Common Stock.



                  (a) The Holder shall have the right from and after the

issuance of this Note and then at any time until this Note is fully paid, to

convert any outstanding and unpaid principal portion of this Note, and/or at the

Holder's election with the Company's consent, the interest accrued on the Note,

(the date of giving of such notice of conversion being a "Conversion Date") into

fully paid and nonassessable shares of common stock of Borrower as such stock

exists on the date of issuance of this Note, or any shares of capital stock of

Borrower into which such stock shall hereafter be changed or reclassified (the

"Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the

"Conversion Price"), determined as provided herein. Upon delivery to the Company

of a Notice of Conversion as described in Section 9 of the subscription

agreement entered into between the Company and Holder relating to this Note (the

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