THIS
      NOTE AND THE SECURITIES
      ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SECURITIES
      ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT
      UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER
      THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    A
      SECURITIES PURCHASE, SETTLEMENT AND RELEASE AGREEMENT DATED AS OF DECEMBER
      31,
      2007 (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE
      COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL
      AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS NOTE. 

    


    CONVERTIBLE
      NOTE

    


    
      	
              Date
                of Issuance:

            	
              As
                of December 31, 2007

            
	
              Principal
                Amount:

            	
              $[__________]

            
	
              Location:

            	
              New
                York, New York

            


    

    


    FOR
      VALUE
      RECEIVED, LONG-E INTERNATIONAL, INC., a Utah corporation (hereinafter called
      “Borrower”),
      hereby
      promises to pay to ______________________ (the “Holder”),
      or its
      order, the sum of ____________________
      ($___________) (“Principal”),
      without interest, on December 31, 2017 (the “Maturity
      Date”),
      but
      the maturity of this Note is automatically extended on a month by month basis.
      

    


     

    ARTICLE
      I

    GENERAL
      PROVISIONS

    


    1.1 Securities
      Purchase Agreement. This Convertible Note (“Note”) is one of a Series of Notes
      issued pursuant to that certain Securities Purchase, Settlement and Release
      Agreement dated as of December 31, 2007 by and among Borrower, Holder and other
      purchasers named therein (the “Purchase Agreement”) and is subject to the terms
      and conditions of that agreement.

    


    1.2 No
      Interest. This Note shall not bear interest other than pursuant to the terms
      of
      Section 1.3 herein.

    


    1.3 Payment
      Grace Period. The Borrower shall have a ten (10) day grace period to pay any
      monetary amounts due under this Note, after which grace period a default
      interest rate of ten percent (10%) per annum shall apply to the amounts owed
      hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right or obligation to convert the Principal of this
      Note
      into shares of the Borrower’s Common Stock as set forth below.

    


    2.1. Conversion
      into Borrower’s Stock.

     

    (a) Subject
      to the provisions of Section 2.3 herein, the Holder shall have the right,
exercisable
      at any time from the date of issuance of this Note until this Note is fully
      paid, to convert the entire outstanding and unpaid Principal of this Note,
      in
      whole or in part, upon
      delivery of a Notice of Conversion in the form attached hereto (the
      date
      of giving of such Notice
      of
Conversion
      being
      the “Conversion
      Date”)
      into
      fully paid and nonassessable shares of Borrower’s Common Stock
      (par
      value $0.001 per share) at the Conversion Price (defined below).
      Borrower
      shall issue and deliver to the Holder, within three (3) trading days from the
      Conversion Date (“Delivery Date”), that number of shares of Common Stock that
      equals the Principal divided by the Conversion Price. Upon partial conversion
      of
      the Note, a new Note containing the same date and provisions of this Note shall
      be issued by the Borrower to the Holder for the principal balance of this Note
      which shall not have been converted or paid. Upon full conversion of this Note,
      the Note shall be cancelled and the Holder shall deliver the Note to the
      Borrower. 

    


    (b) Subject
      to clause (c) below, the “Conversion
      Price”
      per
      share of Borrower’s stock shall be $0.17.

    


    (c) The
      character and amount of securities or other property issuable upon conversion
      of
      this Note and the Conversion Price are subject to adjustment upon the occurrence
      of the following events, and all such adjustments shall be
      cumulative:

    


    (i) The
      Conversion Price of this Note and the number of shares of Common
      Stock
      issuable
      upon conversion of this Note shall be proportionally adjusted to reflect any
      stock dividend, stock split, combination of shares, reclassification,
      recapitalization or other similar event affecting the number of outstanding
      shares of stock or securities.

    


    (ii) In
      case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a “Reorganization”),
      then, in
      each case, the Holder, on conversion hereof at any time after the consummation
      or effective date of such Reorganization (the “Effective
      Date”),
      shall
      receive, in lieu of the shares of Borrower’s stock at any time issuable upon the
      conversion of the Note prior to the Effective Date, the stock and other
      securities and property (including cash) to which such Holder would have been
      entitled upon the Effective Date if such Holder had converted this Note
      immediately prior thereto.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (d) In
      case
      of any adjustment or readjustment in the price or kind of securities issuable
      on
      the conversion of this Note
      pursuant
      to clause (c) above,
      the
      Company will promptly give written notice thereof to the Holder in the form
      of a
      certificate, certified and confirmed by an
      officer
      of the
      Company, setting forth such adjustment or readjustment and showing in reasonable
      detail the facts upon which such adjustment or readjustment is
      based.

    


    (e) Borrower
      covenants
      and agrees to
      reserve
out
      of
      its
      authorized and unissued Common Stock
      that
      number of shares of capital stock into which this Note may be converted.
      Borrower represents that upon issuance, such shares will be duly and validly
      issued, fully paid and non-assessable. Borrower agrees that its issuance of
      this
      Note shall constitute full authority to its officers, agents, and transfer
      agents who are charged with the duty of executing and issuing stock certificates
      to execute and issue the necessary certificates for shares upon the conversion
      of this Note.

    


    2.2 Method
      of
      Conversion. This Note may be converted by the Holder in whole
      or
in
      part.
      

    


    2.3 Maximum
      Exercise. 

     

    (a) The
      Holder
      shall not be entitled to convert this Note,
      into such number of shares of Common Stock which, when added to the number
      of
      shares of Common Stock “beneficially
      owned”
      (defined below)
      by the
      Holder and its Affiliates immediately prior to conversion of the Note, would
      result in “beneficial
      ownership”
      by the
      Holder and its Affiliates of more than 9.9% of the outstanding shares of Common
      Stock on the Conversion Date. For the purposes of the immediately preceding
      sentence, “beneficial
      ownership”
      shall be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and Rule 13d-3 thereunder. 

     

    (b) This
      Section 2.3 may be waived or amended only with the consent of the Holder and
      the
      consent of holders of a majority of the shares of outstanding Common Stock
      of
      the Company who are not Affiliates. Solely for purposes of the foregoing, the
      term “Affiliate” shall mean any person: (a) that directly, or indirectly through
      one or more intermediaries, controls or is controlled by, or is under common
      control with the Company or (b) who beneficially owns (i) as an original
      purchaser any shares of Common Stock issued further to that Securities Purchase
      Agreement dated as of December 29, 2006 (the “December Purchase Agreement”) by
      and among the Company (formerly Inncardio, Inc.), Long-E International Group
      Co., Ltd. and certain investors, (ii) as an original purchaser any shares of
      Common Stock issued further to that Securities Purchase Agreement dated as
      of
      January 25, 2007 (the “January Purchase Agreement”) by and among the Company and
      certain investors, (iii) any shares of the Company’s Series A Convertible
      Preferred Stock or (iv) any Series A or Series B Warrant(s) to purchase shares
      of the Company’s Common Stock issued further to the December Purchase Agreement
      or the January Purchase Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

    EVENT
      OF
      DEFAULT

    


    The
      occurrence of any of the following events of default (“Event
      of
      Default”)
      shall,
      at the option of the Holder hereof, make all sums of Principal then remaining
      unpaid hereon and all other amounts payable hereunder immediately due and
      payable, upon demand, without presentment, all of which hereby are expressly
      waived, except as set forth below:

    


    3.1 Failure
      to Pay Principal. The Borrower fails to pay the Principal or other sum due
      under
      this Note when due as set forth in Section 1.3 herein.

    


    3.2 Receiver
      or Trustee. The Borrower shall make an assignment for the benefit of creditors,
      or apply for or consent to the appointment of a receiver or trustee for it
      or
      for a substantial part of its property or business; or such a receiver or
      trustee shall otherwise be appointed.

    


    3.3 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within 45 days of initiation.

    


    ARTICLE
      IV

    MISCELLANEOUS

    


    4.1 Failure
      or Indulgence Not Waiver. No failure or delay on the part of Holder hereof
      in
      the exercise of any power, right or privilege hereunder shall operate as a
      waiver thereof, nor shall any single or partial exercise of any such power,
      right or privilege preclude other or further exercise thereof or of any other
      right, power or privilege. All rights and remedies existing hereunder are
      cumulative to, and not exclusive of, any rights or remedies otherwise
      available.

    


    4.2 Notices.
      All notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be delivered in the manner and to the address specified
      in the Purchase Agreement. 

    


    4.3 Amendment
      Provision. The term “Note”
      and all
      reference thereto, as used throughout this instrument, shall mean this
      instrument as originally executed, or if later amended or supplemented, then
      as
      so amended or supplemented. The term of this Note and all other Notes issued
      further to the Purchase Agreement may be amended only with the consent of the
      Company and holders of at least eighty-five percent (85%) of the outstanding
      principal amount of Notes issued further to the Purchase Agreement then
      outstanding.

    


    4.4 Assignability.
      The
      Borrower may not assign its rights and obligations hereunder without the
      Holder’s prior written consent, which may be withheld in its sole discretion.
This
      Note
      shall be binding upon the Borrower and its successors and permitted
      assigns,
      and shall inure to the benefit of the Holder and its successors and
      assigns.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
4.5 Cost
      of
      Collection. If default is made in the payment of this Note, Borrower shall
      pay
      the Holder hereof reasonable costs of collection, including reasonable
      attorneys’ fees. 

    


    4.6 Governing
      Law. This Note shall be governed by and construed in accordance with the laws
      of
      the State of New York without regard to the choice of law principles thereof
      to
      the extent that the general application of the laws of another jurisdiction
      would be required thereby. Any action brought by either party against the other
      concerning the transactions contemplated by this Note shall be brought only
      in
      the state courts of New York or in the federal courts located in the State
      of
      New York, County of New York. The Borrower and the Holder agree to submit to
      the
      jurisdiction of such courts. If any action is brought between the parties with
      respect to this Note or otherwise, by way of a claim or counterclaim, the
      parties irrevocably waive their right to a trial by jury in any such action
      and
      on all issues. The prevailing party shall be entitled to recover from the other
      party its reasonable attorney’s fees and costs.

    


    4.7 Shareholder
      Status. The Holder shall not have rights as a shareholder of the Borrower prior
      to conversion of this Note. However, after the Conversion Date, the Holder
      will
      have the right of a shareholder of the Borrower with respect to the shares
      of
      Common Stock to be received upon conversion of this Note.

    


    IN
      WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by
      an
      authorized officer as of this 31st
      day of
      December, 2007.

     

    
 

    LONG-E
      INTERNATIONAL, INC.


    


                                                                               
      

    By:                                                                    
           

    Title:
                                                                   
    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    NOTICE
      OF
      CONVERSION

    


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

    


    


    The
      undersigned hereby elects to convert the principal of the Note issued by LONG-E
      INTERNATIONAL, INC. on ____________ __, 20__ into____________
      shares
      of
      Common Stock of LONG-E INTERNATIONAL, INC. (the “Borrower”)
      according to the terms
      set
      forth in such Note, as of the date written below.

    


    The
      undersigned hereby represents to the Borrower that its representations and
      warranties in the Purchase Agreement remain true and correct as if made as
      of
      the date hereof.

    


    Date
      of
      Conversion: ____________, 20__

    


    Shares
      To
      Be Delivered: ____________
      shares
      of Common Stock

     

    


    


    
      	Signature:	 	 
	 	 	 
	 	 	 
	
              Print
                Name:

            	 	 
	 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	
              Tax
                ID: 

            	 	 


    

    


    
      
         

      

      
        6