Trinity3 Corporation PROMISSORY NOTE

Trinity3 Corporation

PROMISSORY NOTE

$250,000.00                                            February 11, 2004

FOR VALUE RECEIVED, Trinity3 Corporation, a Delaware corporation (the "Company"), hereby promises to pay to the order of Chris McDonald, an individual, (the "Holder"), in immediately available funds, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00). The principal hereof and any unpaid accrued interest thereon shall be due and payable in two ( 2) installments (unless such payment date is accelerated as provided in Section 3 hereof) as follows:

(a)  on or before May 11, 2004, the Company shall pay to Holder a principal reduction payment of $150,000; and

(b)  on or before August 9, 2004, the Company shall pay to Holder the remaining principal due hereunder in the amount of $100,000.

Notwithstanding the foregoing installment schedule, the Company may be entitled to reduce the amount of any payment due hereunder as an offset for Losses incurred and actually paid by the Company pursuant to Section 6.3.2 of that certain Reorganization and Stock Purchase Agreement dated February 4, 2004 by and between the Company, Skyline Orthopedics, Inc., and the Holder (the "Reorganization Agreement").

Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 4 hereof. The outstanding principal balance hereof will not accrue or earn interest unless and until a default occurs as set forth in Section 3.

1.  PREPAYMENT. The Company may, at its option, at any time and from time to time, prepay all or any part of the principal balance of this Note, without penalty or premium, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment.

2.  TRANSFERABILITY. This Note may not be transferred or assigned by the Company or the Holder without the express written consent of both parties.

3.  DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default:

(a)   The non-payment, when due, of any principal or interest pursuant to this Note;

(b)   The material breach of any representation or warranty in this Note;

 

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(c)   The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or

(d)   The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20 days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

In the event the Holder becomes aware of a breach of Section 3(a) or (b), the Holder shall notify the Company in writing of such breach and the Company shall have five (5) business days after notice to cure such breach. Following the cure period, upon the occurrence of any Default or Event of Default as set forth in paragraph 3(a) or (b), the Holder, may, by written notice to the Company, exercise one of the following remedies:

(i)   Declare the entire unpaid principal amount, together with interest thereon accruing at the rate of ten percent (10%) per annum beginning on the date of default, immediately due and payable, in which event it shall immediately be and become due and payable;

(ii)        holder may, in its sole discretion, but not more often than once every thirty (30) days: (A) elect to convert the unpaid principal amount, or any part of it, into restricted common stock of the Company at a conversion price equal to the closing price for the Company’s common stock on the date of each default (after the applicable cure period); and/or (B) not more often than once every thirty (30) days, elect to convert the accrued interest on the unpaid principal amount into restricted common stock of the Company at a conversion price equal to the closing price for the Company’s common stock on the date of each default (after the applicable c ure period); or

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(iii)       exercise an option, granted herein, to purchase one hundred percent (100%) of the outstanding securities (the "Skyline Securities") of Skyline Orthopedics, Inc., a California corporation ("Skyline"), from the Company for the sum of one dollar ($1.00). If Holder elects to exercise his option hereunder he must, simultaneously with the transfer of the Skyline Securities, return to the Company (a) all amounts paid to Holder by the Company as the purchase price for the Company’s purchase of Skyline under the Reorganization Agreement, including any and all amounts paid to Holder under this Note, except for $100,000 which shall be kept by Holder as a liquidated damages to compensate Holder for the costs and expenses which it will incur as a result of Company’s default, and (b) all shares of common stock issued or transferred to Holder as the purchase price for the Company’s purchase of Skyline under the Reorganization Agreement.