This
      Note
      has not been registered under the Securities Act of 1933, as amended (the "1933
      Act"), or under the provisions of any applicable state securities laws, but
      has
      been acquired by the registered holder hereof for purposes of investment and
      in
      reliance on statutory exemptions under the 1933 Act, and under any applicable
      state securities laws. This Note may not be sold, pledged, transferred or
      assigned except in a transaction which is exempt under provisions of the 1933
      Act and any applicable state securities laws or pursuant to an effective
      registration statement; and in the case of an exemption, only if the Company
      has
      received an opinion of counsel satisfactory to the Company that such transaction
      does not require registration of this Note.

    


    THERETIREMENTSOLUTION.COM,
      INC.

     

    
      	January
              15, 2008	
              $[_______]

            	 


    

    


    6%
      CONVERTIBLE PROMISSORY NOTE

    


    TheRetirementSolution.com,
      Inc. (the "Company"), for value received, hereby promises to pay to [________],
      or his registered assign (the "Holder") on or before January __, 2009
      (collectively, the "Maturity Date"), at the principal offices of the Company,
      the principal sum owed Holder on such date, and to pay interest on the
      outstanding principal sum hereof at the rate of six percent (6%) per annum
      (the
      "Note"). Principal shall be payable on the Maturity Date in cash, interest
      on
      this Note shall be payable on the Maturity Date in cash or, at the option of
      the
      Company, in shares of common stock of the Company to the Holder hereof at the
      office of the Company as hereinafter set forth, provided that any payment
      otherwise due on a Saturday, Sunday or legal Bank holiday may be paid on the
      following business day. The number of shares of common stock to be issued by
      the
      Company for payment of principal or interest hereunder, shall be determined
      in
      accordance with the conversion procedures provided for in Section 2 herein.
      In
      the event that for any reason whatsoever any interest or other consideration
      payable with respect to this Note shall be deemed to be usurious by a court
      of
      competent jurisdiction under the laws of the State of New York or the laws
      of
      any other state governing the repayment hereof, then so much of such interest
      or
      other consideration as shall be deemed to be usurious shall be held by the
      holder as security for the repayment of the principal amount hereof and shall
      otherwise be waived. 

    


    1. Transfers
      of Note to Comply with the 1933 Act

    


    The
      Holder agrees that this Note may not be sold, transferred, pledged, hypothecated
      or otherwise disposed of except as follows: (1) to a person whom the Note may
      legally be transferred without registration and without delivery of a current
      prospectus under the 1933 Act with respect thereto and then only against receipt
      of an agreement of such person to comply with the provisions of this Section
      1
      with respect to any resale or other disposition of the Note; or (2) to any
      person upon delivery of a prospectus then meeting the requirements of the 1933
      Act relating to such securities and the offering thereof for such sale or
      disposition, and thereafter to all successive assignees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2. Prepayment;
      Conversion

    


    The
      principal amount of this Note may be prepaid by the Company, in whole or in
      part
      without premium or penalty, at any time. Upon any prepayment of the entire
      principal amount of this Note, all accrued, but unpaid, interest shall be paid
      to the Holder on the date of prepayment. 

    


    At
      any
      time prior to or at the time of repayment of this Note by the Company, the
      Holder may elect to convert some or all of the principal and interest owing
      on
      this Note into shares of the Company’s common stock at the Conversion Rate (as
      defined herein). The Holder may make additional elections to convert some or
      all
      of the principal and interest owing on this Note into shares of the Company’s
      common stock, so long as any amounts shall be due to the Holder. Such election
      to convert shall be evidenced by completion of the conversion notice attached
      hereto and delivery of such notice to the Company. The Holder’s right to convert
      the obligations due under this Note to common stock shall supercede the
      Company’s right to repay such obligations in cash.

    


    The
      Conversion Rate shall equal $0.20. 

    


    3. Covenants
      of Company

    


    The
      Company covenants and agrees that, so long as any principal of, or interest
      on,
      this Note shall remain unpaid, unless the Holder shall otherwise consent in
      writing, it will comply with the following terms:

    


    (a)
      Reporting
      Requirements.
      The
      Company will furnish to the Holder:

    


    (i)
      as
      soon as possible, and in any event within ten (10) days after obtaining
      knowledge of the occurrence of (A) an "Event of Default," as hereinafter
      defined, (B) an event which, with the giving of notice or the lapse of time
      or
      both, would constitute an Event of Default, or (C) a material adverse change
      in
      the condition or operations, financial or otherwise, of the Company, taken
      as
      whole, the written statement of the Chief Executive Officer or the Chief
      Financial Officer of the Company, setting forth the details of such Event of
      Default, event or material adverse change and the action which the Company
      proposes to take with respect thereto;

    


    (ii)
      promptly after the sending or filing thereof, copies of all financial
      statements, reports, certificates of its Chief Executive Officer, Chief
      Financial Officer or accountants and other information which the Company or
      any
      subsidiary sends to any holders (other than the Notes) of its
      securities;

    


    (iii)
      promptly after the commencement thereof, notice of each action, suit or
      proceeding before any court or other governmental authority or other regulatory
      body or any arbitrator as to which there is a reasonable possibility of a
      determination that would (A) materially impact the ability of the Company or
      any
      subsidiary to conduct its business, (B) materially and adversely affect the
      business, operations or financial condition of the Company taken as a whole,
      or
      (C) impair the validity or enforceability of the Notes or the ability of the
      Company to perform its obligations under the Notes.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (b) Compliance
      with Laws. The
      Company will comply, in all material respects with all applicable laws, rules,
      regulations and orders, except to the extent that noncompliance would not have
      a
      material adverse effect upon the business, operations or financial condition
      of
      the Company taken as a whole.

    


    (c) Preservation
      of Existence.
      The
      Company will maintain and preserve, and cause each subsidiary, if any, to
      maintain and preserve, its existence, and become or remain duly qualified and
      in
      good standing in each jurisdiction in which the failure to be so qualified
      would
      have a material adverse effect on the business, operations or financial
      condition of the Company, taken as a whole.

    


    (d) Maintenance
      of Properties.
      The
      Company will maintain and preserve, all of its properties which are necessary
      in
      the proper conduct of its business in good working order and condition, ordinary
      wear and tear excepted, and comply, at all times with the provisions of all
      leases to which it is a party as lessee or under which it occupies property,
      so
      as to prevent any forfeiture or material loss thereof or
      thereunder.

    


    (e) Maintenance
      of Insurance.
      The
      Company will maintain, with responsible and reputable insurers, insurance with
      respect to its properties and business, in such amounts and covering such risks,
      as is carried generally in accordance with sound business practice by companies
      in similar businesses in the same localities in which the Company is
      situated.

    


    (f) Keeping
      of Records and Books of Account.
      The
      Company will keep adequate records and books of account, with complete entries
      made in accordance with generally accepted accounting principles, reflecting
      all
      of its financial and other business transactions.

    


    (g) Compliance
      with the Securities Exchange Act of 1934. The
      Company shall comply in all respects with the requirements of the Securities
      Exchange Act of 1934, including the filing of all reports due
      thereunder.

    


    4. Events
      of Default and Remedies

    


    (a)
      Any
      one or more of the following events which shall have occurred and be continuing
      shall constitute an event of default ("Event of Default"):

    


    (i)
       Default
      in the payment of interest upon this Note, as and when the same shall become
      due; or 

    


    
      
        (ii)
          Default
          in the payment of the principal of this Note, as and when the same shall
          become
          due; or

      

    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (iii) Default
      in the payment of any other obligation of the Company in an amount in excess
      of
      $500,000; or

    


    (iv)
      The
      Company shall fail to perform or observe any affirmative covenant contained
      in
      this Note and such Default, if capable of being remedied, shall not have been
      remedied ten (10) days after written notice thereof shall have been given by
      the
      Holder to the Company; or

    


    (v)
      The
      Company or any subsidiary (A) shall institute any proceeding or voluntary case
      seeking to adjudicate it bankrupt or insolvent, or seeking dissolution,
      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
      any
      order for relief or the appointment of a receiver, trustee, custodian or other
      similar official for such the Company or any subsidiary or for any substantial
      part of its property, or shall consent to the commencement against it of such
      a
      proceeding or case, or shall file an answer in any such case or proceeding
      commenced against it consenting to or acquiescing in the commencement of such
      case or proceeding, or shall consent to or acquiesce in the appointment of
      such
      a receiver, trustee, custodian or similar official; (B) shall be unable to
      pay
      its debts as such debts become due, or shall admit in writing its inability
      to
      apply its debts generally; (C) shall make a general assignment for the benefit
      of creditors; or (D) shall take any action to authorize or effect any of the
      actions set forth above in this subsection 3 (iv); or

    


    (v)
      Any
      proceeding shall be instituted against the Company seeking to adjudicate it
      a
      bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief of debtors, or
      seeking the entry of an order for relief or the appointment of a receiver,
      trustee, custodian or other similar official for the Company or for any
      substantial part of its property, and either such proceeding shall not have
      been
      dismissed or shall not have been stayed for a period of sixty (60) days or
      any
      of the actions sought in such proceeding (including, without limitation, the
      entry of any order for relief against it or the appointment of a receiver,
      trustee, custodian or other similar official for it or for any substantial
      part
      of its property) shall occur; or

    


    (vi)
      One
      or more final judgments or orders for the payment of money in excess of $500,000
      in the aggregate shall be rendered against the Company, and either (A)
      enforcement proceedings shall have been commenced by any creditor upon any
      such
      judgment or order, or (B) there shall be any period of thirty (30) days during
      which enforcement of any such judgment or order shall not be discharged, stayed
      or fully satisfied.

    


    (b)
      If an
      Event of Default described above has occurred, then the Holder may, without
      further notice to the Company, declare the principal amount of this Note at
      the
      time outstanding, together with accrued unpaid interest thereon, and all other
      amounts payable under this Note to be forthwith due and payable, whereupon
      such
      principal, interest and all such amounts shall become and be forthwith due
      and
      payable.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (c)
      The
      Company covenants that in case the principal of, and accrued interest on, the
      Note becomes due and payable by declaration or otherwise, then the Company
      will
      pay in cash to the Holder of this Note, the whole amount that then shall have
      become due and payable on this Note for principal or interest, as the case
      may
      be, and in addition thereto, such further amount as shall be sufficient to
      cover
      the costs and expenses of collection, including reasonable fees and
      disbursements of the Holder's legal counsel. In case the Company shall fail
      forthwith to pay such amount, the Holder may commence an action or proceeding
      at
      law or in equity for the collection of the sums so due and unpaid, and may
      prosecute any such action or proceeding to judgment or final decree against
      Company or other obligor upon this Note, wherever situated, the monies
      adjudicated or decreed to be payable. 

    


    5. Miscellaneous

    


    (a) This
      Note
      has been issued by the Company pursuant to authorization of the Board of
      Directors of the Company.

    


    (b) The
      Company may consider and treat the entity in whose name this Note shall be
      registered as the absolute owner thereof for all purposes whatsoever (whether
      or
      not this Note shall be overdue) and the Company shall not be affected by any
      notice to the contrary. Subject to the limitations herein stated, the registered
      owner of this Note shall have the right to transfer this Note by assignment,
      and
      the transferee thereof shall, upon his registration as owner of this Note,
      become vested with all the powers and rights of the transferor. Registration
      of
      any new owners shall take place upon presentation of this Note to the Company
      at
      its principal offices, together with a duly authenticated assignment. In case
      of
      transfer by operation of law, the transferee agrees to notify the Company of
      such transfer and of his address, and to submit appropriate evidence regarding
      the transfer so that this Note may be registered in the name of the transferee.
      This Note is transferable only on the books of the Company by the holder hereof,
      in person or by attorney, on the surrender hereof, duly endorsed. Communications
      sent to any registered owner shall be effective as against all holders or
      transferees of the Note not registered at the time of sending the
      communication.

    


    (c) Payments
      of principal and interest shall be made as specified above to the registered
      owner of this Note. No interest shall be due on this Note for such period of
      time that may elapse between the maturity of this Note and its presentation
      for
      payment. 

    


    (d) The
      Holder shall not, by virtue, hereof, be entitled to any rights of a shareholder
      in the Company, whether at law or in equity, and the rights of the Holder are
      limited to those expressed in this Note.

    


    (e) Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Note, and (in the case of loss, theft
      or destruction) of reasonably satisfactory indemnification, and upon surrender
      and cancellation of this Note, if mutilated, the Company shall execute and
      deliver a new Note of like tenor and date. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (f) This
      Note
      shall be construed and enforced in accordance with the laws of the State of
      New
      York. The Company and the Holder hereby consent to the jurisdiction of the
      Courts of the State of New York and the United States District Courts situated
      therein in connection with any action concerning the provisions of this Note
      instituted by the Holder against the Company.

    


    IN
      WITNESS WHEREOF, TheRetirementSolutions.com, Inc. caused this Note to be signed
      in its name by its Chief Executive Officer. 


    
      
        
          
            	
                    THERETIREMENTSOLUTIONS.COM,
                      INC.

                  
	
                     

                  	
                     

                  
	
                    By:  

                  	
                     

                  
	 	
                    Name:

                  
	 	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

     

    The
      undersigned hereby elects to convert $_________ of the principal and $_________
      of the interest due on the Note issued by TheRetirementSolution.com, Inc. into
      Shares of Common Stock according to the conditions set forth in such Note,
      as of
      the date written below.

    


    Date
      of
      Conversion:____________________________________________________________________

     

    Conversion
      Price: Not to exceed $0.20 per share per stated formula:

     

    Shares
      To
      Be
      Delivered:_________________________________________________________________

    


    Signature:____________________________________________________________________________

    


    Print
      Name:__________________________________________________________________________

     

    Address:____________________________________________________________________________

     

    ____________________________________________________________________________

     

    
      
        
        

      

      
        7