THIS
      BRIDGE NOTE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
      THE “SECURITIES”),
      HAVE
      NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED
      PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED
      UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
      THE
      SECURITIES ARE “RESTRICTED”
AND
      MAY
      NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,
      PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH
      OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO
      CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE
      ACT.

     

     

    11%
      CONVERTIBLE BRIDGE NOTE

     

    MONUMENTAL
      MARKETING, INC.

     

    Due
      July 28, 2008

     

    
      $100,000

    

    


    This
      Bridge Note is issued by MONUMENTAL MARKETING, INC., a Nevada corporation (the
      “Company”),
      to
_____________________ (together
      with its permitted successors and assigns, the “Holder”)
      pursuant to exemptions from registration
      under
      the Securities Act of 1933, as amended.

     

    ARTICLE
      I.

     

    Section
      1.01 Principal
      and Interest.
      For
      value
      received, the Company hereby promises to pay on July 29, 2008 (the “Maturity
      Date”) to the Holder in lawful money of the United States of America and in
      immediately available funds the principal sum of One Hundred Thousand Dollars
      ($100,000), together
      with interest on the unpaid principal of this 11% bridge note (the “Bridge
      Note”) at the rate of eleven percent (11%) per year (computed on the basis
      of a 365-day year and the actual days elapsed) from the date of this Bridge
      Note
      until paid. At the Company’s option, the entire principal amount and all accrued
      interest shall be either (a) paid to the Holder at any time, on or before the
      Maturity Date, without premium or prepayment penalty, or (b) converted in
      accordance with Section 1.02 herein.

     

    Section
      1.02 Conversion.
      In
      the
      event the principal and all accrued interest thereon is not repaid within three
      business days of an Event of Default, the Holder is entitled, at its option,
      to
      convert, at any time and from time to time thereafter, until payment in full
      of
      this Bridge Note, all or any part of the principal amount of the Bridge Note,
      plus accrued interest, into shares (the “Conversion
      Shares”)
      of the
      Company’s common stock, par value $0.001 per share (“Common
      Stock”),
      at
      the price per share equal to an amount equal to seventy five percent (75%)
      of the lowest daily volume weighted average price of the Company’s Common Stock,
      as quoted by Bloomberg, LP, for the twenty (20) trading days immediately
      preceding the Conversion Date (as defined herein; the “Conversion
      Price”).
      No
      fraction of shares or scrip representing fractions of shares will be issued
      on
      conversion, but the number of shares issuable shall be rounded to the nearest
      whole share. To convert this Bridge Note, the Holder hereof shall deliver
      written notice thereof, substantially in the form of Exhibit A
      to
      this
      Bridge Note, with appropriate insertions (the “Conversion
      Notice”),
      to
      the Company at its address as set forth herein. The date upon which the
      conversion shall be effective (the “Conversion
      Date”)
      shall
      be deemed to be the date set forth in the Conversion Notice.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      1.03 Reservation
      of Common Stock.
      The
      Company shall reserve and keep available out of its authorized but unissued
      shares of Common Stock, solely for the purpose of effecting the conversion
      of
      this Bridge Note, such number of shares of Common Stock as shall from time
      to
      time be sufficient to effect such conversion, based upon the Conversion Price.
      If at any time the Company does not have a sufficient number of Conversion
      Shares authorized and available, then the Company shall call and hold a special
      meeting of its stockholders within thirty (30) days of that time for the
      sole purpose of increasing the number of authorized shares of Common
      Stock.

     

    Section
      1.04  Amendments
      and Waiver of Default. The
      Bridge Note may not be amended without the consent of the Holder.
      Notwithstanding the above, without the consent of the Holder, the Bridge Note
      may be amended to cure any ambiguity, defect or inconsistency, to provide for
      assumption of the Company obligations to the Holder or to make any change that
      does not adversely affect the rights of the Holder.

     

    ARTICLE
      II.

     

    Section
      2.01 Representations
      and Warranties of the Holder.
      The
      undersigned Holder hereby acknowledges, represents and warrants to, and agrees
      with, the Company and its affiliates as follows:

     

    (a) The
      undersigned is acquiring this Bridge Note and the Conversion Shares for its
      own
      account as principal, not as a nominee or agent, for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalization
      thereof in whole or in part and no other person has a direct or indirect
      beneficial interest in the Bridge Note or in the Conversion Shares or any
      portion thereof. Further, the Holder does not have any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participations to such person or to any third person, with respect to the Bridge
      Note or the Conversion Shares for which the undersigned is subscribing or any
      part of the Bridge Note or the Conversion Shares.

    


    (b) The
      undersigned has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, and this
      Agreement constitutes a valid and legally binding obligation of the
      Holder.

    


    (c) The
      Holder is not subscribing for the Bridge Note or the Conversion Shares as a
      result of or subsequent to any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or broadcast
      over television or radio, or presented at any seminar or meeting, or any
      solicitation of a subscription by person previously not known to the undersigned
      in connection with investment.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (d) Except
      as
      provided in the Registration Rights Agreement, the undersigned understands
      that
      the Company is under no obligation to register the Bridge Note or the Conversion
      Shares under the Securities Act, or to assist the undersigned in complying
      with
      the Securities Act or the securities laws of any state of the United States
      or
      of any foreign jurisdiction.

    


    (e) The
      undersigned is (i) experienced in making investments of the kind, (ii) able,
      by
      reason of the business and financial experience of its officers (if an entity)
      and professional advisors (who are not affiliated with or compensated in any
      way
      by the Company or any of its affiliates or selling agents), to protect its
      own
      interests in connection with the transactions described in this Agreement,
      and
      the related documents, and (iii) able to afford the entire loss of its
      investment in the Company. 

    


    (f) The
      undersigned acknowledges his understanding that the offering and sale of the
      Bridge Note and the Conversion Shares is intended to be exempt from registration
      under the Securities Act. In furtherance thereof, in addition to the other
      representations and warranties of the undersigned made herein, the undersigned
      further represents and warrants to and agrees with the Company and its
      affiliates as follows:

    


    
      	 	
              (i)

            	
              The
                undersigned realizes that the basis for the exemption may not be
                present
                if, notwithstanding such representations, the undersigned has in
                mind
                merely acquiring the Conversion Shares for a fixed or determinable
                period
                in the future, or for a market rise, or for sale if the market does
                not
                rise. The undersigned does not have any such
                intention;

            


    

    


    
      	 	
              (ii)

            	
              The
                undersigned has the financial ability to bear the economic risk of
                his
                investment, has adequate means for providing for his current needs
                and
                personal contingencies and has no need for liquidity with respect
                to its
                investment in the Company; 

            


    

    


    
      	
            	(iii)	
              The
                undersigned has such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of the
                prospective investment in the Bridge Note or the Conversion Shares.
                The
                undersigned also represents it has not been organized for the purpose
                of
                acquiring the Bridge Note or the Conversion Shares;
                

            


    

    


    
      	 	
              (iv)

            	
              The
                undersigned has been provided an opportunity for a reasonable period
                of
                time prior to the date hereof to obtain additional information concerning
                the investment in the Company and all other information to the extent
                the
                Company possesses such information or can acquire it without unreasonable
                effort or expense; and

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	 	
              (v)

            	
              The
                undersigned has carefully reviewed all of the Company’s filings under the
                Securities Exchange Act of 1934, as amended (the “Exchange
                Act”).

            


    

    


    (g) The
      undersigned is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this investment. The undersigned
      has relied solely on its own advisors.

    


    (h) No
      representations or warranties have been made to the undersigned by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Bridge Note the undersigned is not relying upon any representations other than
      those contained herein. 

    


    (i) The
      undersigned is an “accredited investor” as that term is defined in Rule 501 of
      the General Rules and Regulations under the Securities Act by reason of Rule
      501(a)(3).

    


    (j) The
      undersigned's overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned's net worth, and an investment in
      the
      Company will not cause such overall commitment to become excessive.

    


    The
      Holder agrees that at any time any of the foregoing representations are no
      longer accurate, including without limitation when the Holder exercises its
      right to convert the Bridge Note in accordance with the terms hereof, the Holder
      will notify the Company accordingly. 

     

    ARTICLE
      III.

     

    Section
      3.01 Events
      of Default.
      An
      Event
      of Default is defined as follows: failure by the Company to pay amounts due
      hereunder on the Maturity Date, provided the Holder gives the Company written
      notice of such default and such default is not cured within 20 business days
      of
      the Company’s receipt of such notice, or if the Company files for relief
      under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any
      other state or federal bankruptcy or insolvency law, or files an assignment
      for
      the benefit of creditors, or if an involuntary proceeding under the Bankruptcy
      Code or under any other federal or state bankruptcy or insolvency law is
      commenced against the Company, and has not been resolved in a period of thirty
      (30) days after such commencement. Upon the occurrence of an Event of Default,
      the Holder may convert all amounts due under the Bridge Note outstanding and
      accrued interest thereon into shares of Common Stock pursuant to Section 1.02
      herein. 

     

    ARTICLE
      IV.

     

    Section
      4.01 Rights
      and Terms of Conversion.
      This
      Bridge Note, in whole or in part, may be converted at any time following an
      Event of Default into shares of Common Stock at a price equal to the Conversion
      Price as described in Section 1.02 above. For purposes of avoidance of
      doubt, this Bridge Note is not convertible until such time as an Event of
      Default has occurred, and has not been cured as described in Section 3.01
      above.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Section
      4.02 Re-issuance
      of Bridge Note.
      If
      the
      Holder elects to convert a part of the Bridge Note, then the Company shall
      reissue a new Bridge Note in the same form as this Bridge Note to reflect the
      new principal amount.

     

    ARTICLE
      V.

     

    Section
      5.01 Anti-dilution.
      In
      the
      event that the Company shall at any time subdivide the outstanding shares of
      Common Stock, or shall issue a stock dividend on the outstanding Common Stock,
      the Conversion Price in effect immediately prior to such subdivision or the
      issuance of such dividend shall be proportionately decreased, and in the event
      that the Company shall at any time combine the outstanding shares of Common
      Stock, the Conversion Price in effect immediately prior to such combination
      shall be proportionately increased, effective at the close of business on the
      date of such subdivision, dividend or combination as the case may
      be.

     

    Section
      5.02 Notice.
      Notices
      regarding this Bridge Note shall be sent to the parties at the following
      addresses, unless a party notifies the other parties, in writing, of a change
      of
      address:

     

    
      	
              If
                to the Company, to:

            	
              Monumental
                Marketing, Inc.

            
	 	
              110
                East 59th
                Street, 25th
                floor

            
	 	
              New
                York, NY

            
	 	
              Telephone:

            
	 	
              Facsimile:

            
	 	 
	
              With
                a copy to:

            	
              David
                Lubin & Associates

            
	 	
              26
                East Hawthorne Avenue

            
	 	
              Valley
                Stream, NY 11580

            
	 	
              Telephone:
                (516) 887-8200

            
	 	
              Facsimile:
                (516) 887-8250

            


    

     

    
      
         

      

      
        5

        
          

        

      

       

    

    
      	
              If
                to the Holder:

            	 
	 	 
	 	 
	 	 
	 	 
	 	
              Attention:

            
	 	Telephone:
	 	Facsimile:


    

    
      
        	 	 
	
                
                  With
                    a copy to:

                

              	 
	 	 
	 	 
	 	 
	 	 
	 	Telephone:
	 	Facsimile:


      

    

     

    Section
      5.03 Governing
      Law.
      This
      Bridge Note shall be deemed to be made under and shall be construed in
      accordance with the laws of the State of New York without giving effect to
      the
      principals of conflict of laws thereof. Each of the parties consents to the
      exclusive jurisdiction of the U.S. District Court sitting in the District of
      the
      State of New York or the state courts of the State of New York in connection
      with any dispute arising under this Bridge Note and hereby waives, to the
      maximum extent permitted by law, any objection, including any objection based
      on
forum non conveniens
      to the
      bringing of any such proceeding in such jurisdictions.

     

    Section
      5.04 Severability.
      The
      invalidity of any of the provisions of this Bridge Note shall not invalidate
      or
      otherwise affect any of the other provisions of this Bridge Note, which shall
      remain in full force and effect.

     

    Section
      5.05 Entire
      Agreement and Amendments.
      This
      Bridge Note represents the entire agreement between the parties hereto with
      respect to the subject matter hereof and there are no representations,
      warranties or commitments, except as set forth herein. This Bridge Note may
      be
      amended only by an instrument in writing executed by the parties
      hereto.

     

    Section
      5.06 Counterparts.
      This
      Bridge Note may be executed in multiple counterparts, each of which shall be
      an
      original, but all of which shall be deemed to constitute on
      instrument.

     

    IN
      WITNESS WHEREOF,
      with
      the intent to be legally bound hereby, the Company has executed this Bridge
      Note
      as of the date first written above.

     

    
      	 	 	 
	 	
              MONUMENTAL
                MARKETING, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	Name:	
              
 
	 	
              Title:

            	 


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    EXHIBIT
      “A”

     

    NOTICE
      OF CONVERSION

    (To
      be executed by the Holder in order to Convert the Bridge
      Note)

     

     

    
      TO:

The
      undersigned hereby irrevocably elects to convert $ ______________ of
      the
      principal amount of the above Bridge Note into Shares of Common Stock of
      MONUMENTAL MARKETING, INC., according to the conditions stated therein, as
      of
      the Conversion Date written below.

     

    
      	
              Conversion
                Date:

            	 	
              __________________________________________

            
	
              Applicable
                Conversion Price:

            	 	
              __________________________________________

            
	
              Signature:

            	 	
              __________________________________________

            
	
              Name:

            	 	
              __________________________________________

            
	
              Address:

            	 	
              __________________________________________

            
	
              Amount
                to be converted:

            	 	
              $_________________________________________

            
	
              Amount
                of Bridge Note unconverted:

            	 	
              
                $_________________________________________

              

            
	
              Conversion
                Price per share: 

            	 	
              
                $_________________________________________

              

            
	
              Number
                of shares of Common Stock to be issued:

            	 	
              __________________________________________

            
	
              Please
                issue the shares of Common Stock in the following name and to the
                following address:

            	 	
              __________________________________________

            
	
              Issue
                to:

            	 	
              __________________________________________

            
	
              Authorized
                Signature:

            	 	
              __________________________________________

            
	
              Name:

            	 	
              __________________________________________

            
	
              Title:

            	 	
              __________________________________________

            
	
              Phone
                Number:

            	 	
              __________________________________________

            
	
              Broker
                DTC Participant Code:

            	 	
              __________________________________________

            
	
              Account
                Number:

            	 	
              __________________________________________

            


    

     

    
      
         

      

        A-1