ONE WORLD ONLINE.COM, INC.,
                              a Nevada corporation

                         10% CONVERTIBLE PROMISSORY NOTE

No. ________                                                   $____________ USD

NEITHER  THIS  PROMISSORY  NOTE  NOR THE  UNDERLYING  COMMON  SHARES  HAVE  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR UNDER ANY
OTHER APPLICABLE  STATE  SECURITIES  LAWS.  NEITHER THIS PROMISSORY NOTE NOR ANY
COMMON SHARES ISSUED PURSUANT TO ITS CONVERSION  PROVISION MAY BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE SECURITIES ACT AND UNDER  APPLICABLE  STATE  SECURITIES  LAWS, OR IN A
TRANSACTION  WHICH IS  EXEMPT  FROM  REGISTRATION  UNDER THE  PROVISIONS  OF THE
SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.

1.  Promise  to  Pay.  One  World   Online.Com,   Inc.,  a  Nevada   corporation
("Corporation"),    for   value   received,    hereby   promises   to   pay   to
_____________________,  ("Holder"),  the principal  sum of  ____________________
Dollars  ($____________),  with  interest at the rate of ten  percent  (10%) per
annum  until  this  Note  has been  paid in full or  converted  pursuant  to the
provisions hereof.

2.  Payments.  Principal  and  accrued  interest  is due and payable in a single
balloon payment on March 1, 2004 (the "Maturity  Date").  Payments shall be made
in lawful  money of the  United  States  of  America  to  Holder at the  address
provided to the Corporation by the Holder,  as appears on this instrument  below
or at such other  addresses  as sent by Holder to the  Corporation  by certified
U.S. mail at least twenty (20) days before said payment date.

3.  Default.  The  occurrence  of one or  more  of the  following  events  shall
constitute an event of default:

         3.1 The nonpayment of the principal  and/or  interest of this Note when
the same shall have become due and payable.

         3.2 Filing by the  Corporation  of a petition in  bankruptcy or seeking
reorganization,  arrangement, adjustment, or composition of or in respect of the
Corporation's  debts,  whether  under the United States  Bankruptcy  Code or any
other  applicable  federal or state law;  entry of an order for relief under the
United States  Bankruptcy  Code,  whether pursuant to a voluntary or involuntary
petition;  the filing of an involuntary  petition  seeking  adjudication  of the
Corporation  as a debtor  under the  United  States  Bankruptcy  Code or similar
federal law, if said petition is not dismissed  within sixty (60) days; entry of
a decree or order appointing a receiver, liquidator, assignee, or trustee of the
Corporation, or any substantial part if its property, or ordering the winding up
or liquidation of its affairs,  and the  continuance of any such decree or order
unstayed  and in effect for a period of sixty (60) days;  or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its  inability  to pay its debts  generally as they become due, or the taking of
corporate action by the Corporation in furtherance of any such action.

4. Acceleration.  At the option of the Holder, and without demand or notice, all
principal and any accrued and unpaid  interest shall become  immediately due and
payable upon a default as set forth in Section 3 above.

5.  Conversion  Privilege.  The Holder of this Note  shall  have the  right,  at
Holder's option, at any time prior to the Maturity Date, and thereafter with the
consent of the  Corporation,  to convert the principal and accrued,  but unpaid,
interest of this Note into common shares of the Corporation  ("Common  Shares"),
at

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the lesser of (i) $3.50 per share or (ii) a twenty percent (20%) discount to the
average closing bid price of the Company's  common stock as quoted on the Nasdaq
Stock Market System or reported on the NASD's OTC Bulletin  Board during the ten
trading days  preceding the  conversion  date,  subject to a minimum  conversion
price of one dollar ($1.00). The Holder must convert all of the principal if any
is converted.  In order to convert,  the Holder must  surrender this Note to the
Corporation at the Corporation's principal offices and the Corporation shall, as
promptly as practicable after the surrender, deliver to the Holder a certificate
or certificates  representing the number of fully paid and nonassessable  Common
Shares of the  Corporation  into  which this Note may be  converted.  Fractional
shares shall not be issued,  but the conversion  price of such fractional  share
will be paid in cash to the Holder.  No payment or adjustment shall be made upon
any conversion  with respect to any dividend on the common stock  delivered upon
conversion.

6. Call By Corporation.  Provided that this Note has not been converted pursuant
to the provisions  hereof,  the Corporation may at its sole discretion call this
Note for payment at any time prior to the  Maturity  Date,  by the delivery of a
notice of such call to the Holder hereof.  The Holder shall have a 30-day period
after the  Corporation  gives  notice of the call to convert the  Holder's  Note
pursuant to Section 5 hereof. Unless so converted,  the Corporation shall pay to
the Holder  the  principal  and  accrued,  but  unpaid,  interest  due as of the
expiration of Holder's  conversion right (i.e., 30 days after notice of the call
has been sent to Holder),  in exchange for which Holder shall  deliver this Note
to the Corporation.

7. Effect of Mergers, etc. on Conversion Privilege.

         7.1 In case of any capital  reorganization,  or of any reclassification
of the  common  shares of the  Corporation  or in case of the  consolidation  or
merger of the  Corporation  with or into any other  corporation  or of the sale,
lease or other  disposition of the properties and assets of the  Corporation as,
or  substantially  as, an  entirety to any other  corporation,  each Note shall,
after  such  capital   reorganization,   reclassification   of  common   shares,
consolidation,  merger or sale, lease, or other disposition, be convertible into
the kind and amount of shares or other  securities or property  (including cash)
to which the  holder of the  number of common  shares  deliverable  (immediately
prior to the time of such  capital  reorganization,  reclassification  of common
shares,   consolidation,   merger,  sale,  lease,  or  other  disposition)  upon
conversion   of  such  Note  would  have  been   entitled   upon  such   capital
reorganization,  reclassification of common shares, consolidation, merger, sale,
lease, or other disposition.

         7.2 In any such  event,  effective  provision  shall  be  made,  in the
certificate  or  articles  of   incorporation  of  the  resulting  or  surviving
corporation,  in any contracts of sale and conveyance,  or otherwise so that, so
far as appropriate  and as nearly as reasonably may be, the provisions set forth
herein  for the  protection  of the  rights of the  Holder  of this  Note  shall
thereafter be made applicable.

         7.3  Whenever  the  number  or  kind  of  securities  purchasable  upon
conversion of this Note shall be adjusted as required by the  provisions of this
Section 7, the Corporation  shall forthwith file with its Secretary or Assistant
Secretary at its principal office an officer's  certificate showing the adjusted
number of kind of securities purchasable upon conversion of this Note determined
as herein provided and setting forth in reasonable detail such facts as shall be
necessary to show the reason for and the manner of computing  such  adjustments.
Each such officer's  certificate shall be made available at all reasonable times
for inspection by the Holder and the  Corporation  shall,  forthwith  after each
such  adjustment,  mail by  certified  mail a copy of  such  certificate  to the
Holder.

         7.4 So long as this Note shall be outstanding, if the Corporation shall
propose to take any action that would cause an adjustment to be made pursuant to
this Section 7, the Corporation  shall mail by certified mail to the Holder,  at
least 15 days prior to the day on which such adjustment would become  effective,
a notice setting forth in reasonable detail the action to be so taken.

8. Corporation to Reserve Common Shares. The Corporation  covenants that it will
at all times reserve and keep available, free from preemptive rights, out of the
aggregate of its  authorized but unissued  common  shares,  or its issued common
shares held in its treasury,  or both, for the purpose of effecting  conversions
of Notes,  the full number of common shares then deliverable upon the conversion
of all

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outstanding  Notes not theretofore  converted;  and if at any time the number of
authorized  but unissued  common  shares shall not be  sufficient  to effect the
conversion  of all said  outstanding  Notes,  the  Corporation  will  take  such
corporate  action as may in the opinion of its counsel be  necessary to increase
its authorized  but unissued  common shares to such number of shares as shall be
sufficient for that purpose.

9.  Restrictions  on  Transfer.  This  Note has not been  registered  under  the
Securities Act of 1933. This Note, or any right  hereunder,  may not be enforced
against the Corporation by any Holder,  except the original  Holder herein,  and
the Corporation shall not be obligated to recognize any purported  transferee or
assignee,  (i) unless  there is an effective  registration  covering the Note or
underlying  right  under  the  Securities  Act  of  1933  and  applicable  state
securities laws, (ii) unless the Corporation receives an opinion of an attorney,
licensed to practice within the United States, that the transfer of the Note, or
any underlying  right,  complies with the  requirements of the Securities Act of
1933 and any relevant state securities law, or (iii) unless the transfer is made
pursuant to Rule 144 under the Securities Act of 1933. Any permitted  transferee
or assignee shall be subject to the  restrictions  and to the terms of this Note
and the Revolving Loan and Security  Agreement,  and the Corporation may require
said  transferee  or assignee to execute and deliver  such  further  instruments
evidencing or acknowledging the same.

10. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Corporation,  either at law or equity, unless
and until Common Shares are issued pursuant to the conversion provisions hereof.

11. Notices. Any notices required or permitted hereunder shall be in writing and
shall be given by  personal  delivery;  by deposit in the  United  States  mail,
certified mail,  return receipt  requested,  postage prepaid;  or by established
express  delivery  service,   freight  prepaid.   Notices  shall  be  delivered,
addressed,  or  transmitted  to the  Corporation  and to Holder at the following
addresses,  which  may be  changed  by a  notice  given  to the  other  party in
accordance  with this  Section.  The date  notice is deemed to have been  given,
received  and  become  effective  shall  be the  date on  which  the  notice  is
delivered,  if notice is given by personal delivery,  two (2) days following the
date of deposit in the mail,  if the notice is sent  through  the United  States
mail, or the date of actual receipt,  if the notice is sent by express  delivery
service.

         The Corporation's address is:

         One World Online.Com, Inc.
         Attn. David N. Nemelka
         4778 North 300 West, Suite 200
         Provo, Utah 84604
         Telephone:        801-852-3540
         Fax:              801-852-3553

         The Holder's address is:

         ____________________________

         ____________________________

         ____________________________

12. Miscellaneous.

         12.1 This Note is one of a series of 10% Convertible  Promissory  Notes
(the "Notes") issued by the Corporation on similar terms.

         12.2 The headings of this Note are for  purposes of reference  only and
shall not limit or define the meaning of any provision of this Note.

         12.3 If suit or action is instituted in connection with any controversy
arising out of this Note, or in the  enforcement  of any rights  hereunder,  the
prevailing  party shall be entitled to recover in addition to

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costs  such  sums as the  court  may  adjudge  as  reasonable  attorney's  fees,
including attorney's fees incurred in any appeal.

         12.4 This Note shall be governed by the laws of the State of Utah.  Any
legal action to enforce or obtain an interpretation of this Note may be filed in
the  Fourth  Judicial  District  Court of Utah  County,  or the  Third  Judicial
District Court of Salt Lake County,  and the parties  consent to the exercise of
personal over them by said courts.

         12.5 In computing any period of time pursuant to this Note,  the day of
the act, event or default from which the designated period of time begins to run
shall be included, unless it is a Saturday, Sunday, or a legal holiday, in which
event the  period  shall  begin to run on the next day which is not a  Saturday,
Sunday,  or legal holiday,  in which event the period shall run until the end of
the next day thereafter which is not a Saturday, Sunday, or legal holiday.

         12.6  Nothing  herein  shall be  construed  to be to the benefit of any
third party,  nor is it intended that any provision  shall be for the benefit of
any third party.

IN WITNESS WHEREOF,  this Note is executed by One World  Online.Com,  Inc, to be
effective as of the _____ day of _______________, 2001.

ONE WORLD ONLINE.COM, INC.,

a Nevada corporation

By ____________________________

   ____________________________
     Its President

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