5% Senior Secured Convertible Note Sample Contracts

5% Senior Secured Convertible Note (April 4th, 2006)

FOR VALUE RECEIVED, Primal Solutions, Inc., a Delaware corporation (the Company), and Wireless Billing Systems, a California corporation (WBS) hereby jointly and severally unconditionally promise to pay to the order of (the Holder), having an address at 527 Madison Avenue, 26th Floor, New York, NY 10022, at such address or at such other place as may be designated in writing by the Holder, or its assigns, the aggregate principal sum of United States Dollars ($ ), together with interest from the date set forth above on the unpaid principal balance of this Note outstanding at a rate equal to five percent (5.0%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum and continuing on the outstanding principal until this 5% Senior Secured Convertible Note (the Note) is converted into Common Stock as provided herein or indefeasibly and irrevocably paid in full by the Company and/o