Execution Copy


THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTIBLE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OTHER THAN TO AFFILIATES
OF THE HOLDER HEREOF UNLESS AND UNTIL REGISTERED UNDER THE ACT OR IN AN OPINION
OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE BORROWER, AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH
OFFER, SALE, OR TRANSFER, PLEDGE OR HYPOTHECATION.


SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

$555,486.11							March 14, 2006

FOR VALUE RECEIVED, the undersigned, CAL-BAY INTERNATIONAL, INC., a Nevada
corporation (the "Borrower"), does hereby promise to pay to the order of
PROFESSIONAL TRADERS FUND, LLC  ("Holder"), or its assigns, c/o Professional
Traders Management, LLC, 1400 Old Country Road, Suite 206, Westbury, New York
11590 the principal sum (inclusive of interest and costs) of Five Hundred
Fifty-Five Thousand Four Hundred Eighty-Six Dollars and Eleven Cents
($555,486.11).   All amounts owed under this Note shall be payable in full on
March 14, 2007 (the "Maturity Date").The Holder acknowledges that the Secured
Convertible Promissory Note dated March 6, 2006 in the principal amount of
$300,350 issued by the Borrower to Holder is cancelled and discharged
simultaneously with the issuance of this Note.


ARTICLE I

TERMS OF PAYMENT

1.1	Prepayments
The Borrower may not prepay this Note without prior written approval of Holder,
which may be withheld orconditioned on the payment of additional consideration,
as determined in Lender's absolute discretion.

1.2	Payment and Computations
All computations of interest shall be made by Holder on the basis of a year of
360 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a business day, such payment shall be made on the next succeeding
day and such extension of time shall in such case be includedin the computation
of payment of interest.


1.3	Conversion.
The Holder may at any time convert this Note, in whole or in part, upon written
notice to the Borrower specifying the amount to be converted, into freely
tradable shares of the Borrower's common stock, CUSIP# 12802P208,at a per share
price equal to 80% of the average closing bid price of such common stock on the
OTCBB for the three days immediately preceding the date conversion hereof is
exercised.  Upon conversion of this Note,the outstanding principal so converted
shall be converted upon delivery of the Conversion Notice without any further
action by the Holder and whether or not the Note is surrenderedto the Borrower.
In the event the Holder elects to convert less than the entire principal amount
of this Note, the Borrower shall issue a new Note of like tenor to the Holder
evidencing the principal amount not converted.  On notice to the Borrower,
Holder may elect to satisfy Borrower's conversion obligation from the shares
pledged pursuant to the Pledge Agreement, referenced in Section 4.10.  If the
Borrower issues any convertible or other securities at a price or with a
conversion price (the "Issue Price") lower than the applicable conversion price
set forth above (assuming a conversion of this Note on the date of such
issuance), in all events the conversion price of this Note shall thereafter be
the lower of (x) the Issue Price or (y) the conversion price calculated in
accordance with this Note.  Notwithstanding the provisions of this Note, in
no event (except (i) as specifically provided in this Note as an exception to
this provision, (ii) during the forty-five (45) day period prior to the
Maturity Date, or (iii) while there is outstanding a tender offer for any or
all of the shares of the Borrower's common stock) shall the Holder be entitled
to convert this Note, or the Borrower have the obligation to issue shares upon
such conversion of all or any portion of this Note to the extent that, after
such conversion the sum of (1) the number of shares of common stock
beneficially owned by the Holder and its affiliates(other than shares of common
stock which may be deemed beneficially owned through ownership of the
unconverted portion of the Note or other right to purchase common stock or
through the ownership of the unconverted portion of convertible securities),and
(2) the number of shares of common stock issuable upon the conversion of the
Note with respect to which the determination of the proviso is being made,would
result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of common stock (after taking into account the
shares to be issued to the Holder upon such conversion).  For purposes of the
proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 12(d) of the Securities Exchange Act of
1934, as amended except as otherwise provided in clause (1) of such sentence.

ARTICLE II

REPRESENTATIONS AND WARRANTIES; COVENANTS


2.1	Representations and Warranties. The Borrower represents and warrants as
follows:  (i) the Borrower is a corporation duly organized,validly existing and
in good standing under the laws of the State of Nevada; (ii) the execution,
delivery and performance by the Borrower of this Note are within the Borrower's
powers, have been duly authorized by all necessary action,and do not contravene
(A) the Borrower's certificate of formation or operating agreement or (B) (x)
any law or (y) any agreement or document binding on or affecting the Borrower,
(iii) no authorization or approval or other action by, and no notice to or
filing with, any governmental authority, regulatory body or third person is
required for the due execution,delivery and performance by the Borrower of this
Note; (iv) this Note constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms except
as enforcement hereof may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights generally andsubject to the
applicability of general principles of equity; (v) the Borrower has all
requisite power and authority to own and operate its property and assets and to
conduct its business as now conducted and proposed to be conducted and to
consummate the transactions contemplated hereby; (vi)  the Borrower is duly
qualified to conduct its business and is in good standing in each jurisdiction
in which the character of the properties owned or leased by it, or in which the
transaction of its business makes such qualification necessary; (vi)there is no
pending or, to the Borrower 's knowledge, threatened action or proceeding
affecting the Borrower before any governmental agency or arbitrator which
challenges or relates to this Note or which may otherwise have a material
adverse effect on the Borrower; (viii) after giving effect to the transactions
contemplated by this Note, the Borrower is Solvent; (ix) the financial
statements of the Borrower delivered to Holder fairly present the financial
condition of the Borrower and the results of operations of the Borrower for the
period ended on the date thereof and since the date thereof there has been no
event which either individually or in the aggregate withother events since such
date has resulted in a material adverse effect on the Borrower; (x)the Borrower
is not in violation or default of any provision of (A) its certificate of
incorporation or by-laws, each as currently in effect, or (B) any instrument,
judgment, order, write, decree or contract, statute,rule or regulation to which
the Borrower is subject, and (xi) this Note is validly issued, free of any
taxes, liens,and encumbrances related to the issuance hereof and is not subject
to preemptive right or other similar right of stockholders of the Borrower.
2.2	Covenants.  So long as any principal or interest is due hereunder and
shall remain unpaid, the Borrower will, unless the Holder shall otherwise
consent in writing:

(a)	Maintain and preserve its existence, rights and privileges and timely
file all periodic reports required under all applicable securities laws,
including, without limitation, a Form 8-K, within three days after the date
hereof, or such other appropriate form to report the closing of the financing
evidenced by this Note;

(b)	Not incur any Indebtedness, other than Indebtedness incurred in the
ordinary course of business, unless such Indebtedness is subordinated to the
prior payment in full of this Note on terms satisfactory to the Holder in its
discretion.  WITHOUT LIMITING THE FOREGOING,THE BORROWER COVENANTS THAT IT WILL
NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS (OTHER THAN TRADE
ACCOUNTS PAYABLE IN THE ORDINARY COURSE OF BUSINESS INACCORDANCE WITH CUSTOMARY
TRADE TERMS), EXCEPT (I) INDEBTEDNESS IN RESPECT OF THIS NOTE AND(II) UNSECURED
INDEBTEDNESS EXPRESSLY JUNIOR AND SUBORDINATE IN RIGHT OF PAYMENT TO ALL
INDEBTEDNESS IN RESPECT OF THIS NOTE.

(c)	Not (i) directly or indirectly sell, lease or otherwise dispose of (A)
any of its property or assets other than in its ordinary course of business or
(B) substantially all of its properties and assets, in the aggregate, to any
person(s), whether in one transaction or in a series of transactions over any
period of time, (ii) merge into or with or consolidate with any other person or
(iii) adopt any plan or arrangement for the dissolution or liquidation of the
Borrower.

(d)	Give written notice to Holder upon the occurrence of anEvent of Default
(as defined below) or any event but for the giving of notice or lapse of time,
or both, would constitute an Event of Default within five (5) Business Days of
such event.

(e)	Use the proceeds from the issuance of this Note solely for payments to
employees, and not in any way for any purpose that entails a violation of,or is
inconsistent with,Regulation U of the Board of Governors of the Federal Reserve
System of the United States of America.

(f)	Comply in all material respects with all applicable laws (whether
federal, state or local and whether statutory, administrative or judicial or
other) and with every applicable lawful governmental order (whether
administrative or judicial).

(g)	Not declare or pay any cash dividend on or redeem or repurchase any of
its membership interest.

(h)	Not (i) make any advance or loan to any person, firm or corporation,
except for reasonable travel or business expenses advanced to the Company's
employees or independent contractors in the ordinary course of business, or
(ii) acquire all or substantially all of the assets of another entity.
(i)	Not prepay any Indebtedness, except for trade payables incurred in the
ordinary course of the Borrower's business.
(j)	The Company shall not intentionally take any action which would impair
the rights and privileges of this Note set forth herein or the rights and
privileges of the Holder of this Note.

ARTICLE III

EVENTS OF DEFAULT

3.1	Events of Default.  If any of the following events("Events of Default")
shall occur and be continuing:
(a)	The Borrower shall fail to pay any principal of, or interest on, this
Note when due; or
(b)	Any representation or warranty made by the Borrower or any other person
or entity under this Note or under any Pledge Agreement executed and delivered
simultaneously herewith,the Registration Rights Agreement dated the date hereof
between the Borrower and the Holder, the Warrants dated the date hereof issued
by the Borrower to the Holder and the Deed of Trust datedthe date hereof issued
by the Borrower in favor of the Holder(collectively referred to herein with the
Note as the "Loan Documents"), shall prove to have been incorrect in any
material respect when made; or
(c)	The Borrower or any other person or entity shall fail to perform or
observe any other term, covenant or agreement contained in any Loan Document on
its part to be performed or observed, or there is any other breach of any Loan
Document; or
(d)	The Borrower shall generally not payits debts as such debts become due,
or shall admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against the Borrower or any of its subsidiaries seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors,or seeking the entry of an order for relief
or the appointment of a receiver, trustee, or other similar official for it or
for any substantial part of its property and such proceeding is not dismissed
within 90 days after commencement; or the Borrower shall take any corporate
action to authorize any of the actions set forth above in this subsection (d);
or
(e)	Any judgment or order for the payment of money in excess of $20,000
shall be rendered against the Borrower and there shall be any period of five(5)
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or
(f)	The sale by the Borrower of all or substantially all of its assets; or
(g)	The Borrower shall fail to pay any Indebtedness in excess of $20,000
(other than Indebtedness evidenced by this Note) when due (after any applicable
grace period) or any such Indebtedness shall be declared due and payable or
required to be prepaid, prior to the stated maturity thereof; then, and in any
such event, Holder may, by notice to the Borrower, declare this Note, all
interest thereon and all other amounts payable under this Note to be forthwith
due and payable, whereupon this Note, all such interest and all such amounts
shall become and be forthwith due and payable, with interest on such sum to
accrue at a default rate of 18% per annum, or the highest rate permitted by law,
through the date of judgment, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower,
and the Holder shall have the right to exercise all rights under applicable law
and hereunder; provided that upon the occurrence and continuation of an Event
of Default pursuant to clause (d) above all amounts due hereunder shall
automatically be due and payable without notice to the Company and the Holder
shall have the right to exercise any and all remedies under applicable laws.

ARTICLE IV

MISCELLANEOUS

4.1	Amendments, Etc.  No amendment or waiver of any provision of this Note,
nor consent to any departure by the Borrower herefrom, shall in any event be
effective unless the same shall be in writing and signed by Holderand then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

4.2	Notice, Etc.  Any notice required by the provisions of this Note will
be in writing and will be deemed effectively given:  (a) upon personal delivery
to the party to be notified; (b) when sent by confirmed telex or facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day; (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt, and delivered as follows:

If to the Borrower:

Cal-Bay International, Inc.
2111 Palomar Airport Road
Suite 100
Carlsbad, California 92009
Attention:  Roger Pawson, CEO
Facsimile Number: 760-930-0200

If to Holder:

Professional Traders Fund, LLC
1400 Old Country Road
Suite 206
Westbury, New York 11590
Attention: Howard Berger, Manager
Facsimile Number: 516-228-8083

or, as to each party, at such other address as shall be designated by such
party in a written notice to the other parties.

4.3	Borrower's Wiring Instructions:
Wells Fargo Bank
1700 Charleston Blvd
Las Vegas, NV 89104
P. 702-765-1950
FBO
Cal-Bay International, Inc.
A/C # xxxxxxxxxx
ABA# xxxxxxxxx

4.4	No Waiver; Remedies.  No failure on the part of Holder to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any
other or future exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

4.5	Accounting Terms.  All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles
consistently applied, except as otherwise stated herein.

4.6	Cost and Expenses.  The Borrower agrees to pay on demand all losses,
costs and expenses (including reasonable counsel fees and expenses), in
connection with the preparation and negotiation of and the enforcement of this
Note and any other Loan Document and any other instruments and documents
delivered in connection herewith, and in connection with enforcement of any
judgments obtained by Holder against Borrower.  Borrower also agrees that
Holder's cost and expenses through the date of this Note are $20,000, which
shall be deducted from the amounts advanced hereunder and charged against
principal.


4.7	Binding Effect; Governing Law.  This Note shall be binding upon and
inure to the benefit of the Borrower and Holder and their respective successors
and assigns; provided that the Borrower may not assign this Note, in whole or
in part, by operation of law or otherwise, without the prior written consent of
the Holder.  Holder may assign or otherwise participate out all or part of, or
any interest in, its rights and benefits hereunder and to the extent of such
assignment or participation such assignee shall have the same rights and
benefits against the Borrower as it would have had if it were the Holder.  This
Note shall be governed by, and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws.

4.8	Jurisdiction.
THE BORROWER CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER,
ARISING OUT OF OR IN ANY MANNER RELATING TO THIS NOTE, OR ANY OTHER INSTRUMENT
OR DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, SHALL BE BROUGHT
EXCLUSIVELY IN ANY COURT OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE, IN THE
COUNTY OF NEW YORK.  THE BORROWER, BY THE EXECUTION AND DELIVERY OF THIS NOTE,
EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF
ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDINGS. THE BORROWER AGREES THAT
PERSONAL JURISDICTION OVER IT MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS
(POSTAGE PREPAID)IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.2 OF THIS NOTE.
ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE WITH THE PROVISIONS OF SECTION
4.2 OF THIS NOTE, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY
ALLEGED LACK OF PERSONAL JURISDICTION,IMPROPER VENUE OF FORUM NON CONVENIENS OR
ANY SIMILAR BASIS.  NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4.8
SHALL PRECLUDE THE HOLDER FROM COMMENCING AN ACTION IN ANYOTHER JURISDICTION IN
CONNECTION WITH ITS ENFORCEMENT OF ANY SECURITY PROVIDED IN CONNECTION WITH
THIS NOTE.

4.9	Waiver of Presentment.  The Borrower waives presentment, notice of
dishonor, notice of protest, presentment  and demand in connection with the
delivery, acceptance, performance or  default of this Note.

4.10	Security. This Note is secured by and is entitled tothe benefits of the
Pledge Agreement dated the date hereof between Stephanie M. Burruss and the
Holder and the Deed of Trust dated the date hereof by the Borrower in favor of
the Holder.

ARTICLE V

INDEMNIFICATION

The Borrower hereby agrees to indemnify and hold harmless the Holder and its
respective affiliates, directors, officers, partners,employees and other agents
and representatives from and against any and all liabilities, judgments,claims,
settlements, losses, damages, reasonable fees (including attorneys',
accountants' and other experts' fees and disbursements), liens, taxes,
penalties, obligations and expenses incurred or suffered by any such person or
entity arising from, by reason of or in connection with any misrepresentationor
breach of any representation, warranty or covenant of the Company contained in
this Note or other documents delivered by the Company pursuant to or in
connection with this Note or otherwise in connection with or as a result of or
related to the execution, delivery or performance of this Note or the
transactions contemplated hereby.  The indemnification provisions of this
ARTICLE V shall survive repayments in full of this Note.

ARTICLE VI

DEFINITIONS

As used herein, the following terms are defined as follows:

6.1	"Indebtedness" with respect to any person or entity shall mean all
items (other than capital stock, capital surplus, retained earnings,
obligations payable in capital stock of such person or entity and deferred
credits)which in accordance with generally accepted accounting principals would
be included in determining total liabilities as shown on the liability side ofa
balance sheet of such person as at the date of which Indebtedness is to be
determined.  The term "Indebtedness" shall also include, whether or not so
reflected, (i) indebtedness, obligations and liabilities secured by any lien on
property of such person whether or not the indebtedness secured thereby shall
have been assumed by such person, and (ii) all guaranties of any of the above.
Notwithstanding the foregoing, in determining the indebtedness of any person,
there shall be included all indebtedness of such person deemed to be
extinguished under generally accepted accounting principles but for which such
person or entity remains legally liable.

6.2	"Pledge Agreement" shall mean the Pledge Agreement dated thedate hereof
between Stephanie M. Burruss and Holder.

6.3	"Solvent" shall mean, with respect to any person or entity on a
particular date, that on such date (i) the fair value of the property of such
person or entity is not less than the total amount of the liabilities of such
person or entity, (ii) the present fair salable value of the assets of such
person or entity is not less than the amount required to pay the probable
liability on such person's existing debts as they become absolute and matured,
(iii)such person or entity is able to realize upon its assets and pay its debts
and other liabilities, (iv) such person or entity does not intend to, and does
not believe that it will, incur debts or liabilities beyond such person or
entity's ability to pay as such debts and liabilities mature and (v) such
person or entity is not engaged in business or a transaction, and is not about
to engage in a business or a transaction, for which such person's or entity's
property would constitute unreasonably small capital.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
officer duly authorized, as of the date first above written.

CAL-BAY INTERNATIONAL, INC.

By: \S\Roger E Pawson
Name:   Roger E Pawson
Title:  President, Cal Bay International, Inc.