THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES
LAWS.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THESE SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                    _________________________


               SECURED CONVERTIBLE PROMISSORY NOTE

                                OF

              IDIGLOBAL.COM (A Delaware Corporation)


$300,000                                                       April 16, 2001
3% Loan origination fee $9,000.00
12% annual interest (applied to all outstanding balance)

     idiglobal.com, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to Kevin R. Griffith, an Individual (the
"Noteholder"), at 4539 North Vintage Drive, Provo Utah 84604, or its assigns,
the sum of Three Hundred Thousand Dollars ($300,000.00), plus a 3% origination
fee, totaling nine thousand dollars ($9,000.00), or such other amount as may
be outstanding, plus interest accrued on unpaid principal, including unpaid
origination fee, compounded annually, at a rate per annum of twelve percent
(12%), from the date of this Note until the principal amount hereof and all
fees and interest accrued thereon is paid (or converted, as provided in
Section 2 hereof).  Accrued fees and interest due on this Note shall be
payable in full on the Note maturity date of July 1, 2002, at the principal
address of Noteholder or by mail to the registered address of the holder of
this Note.  The principal amount of this Note, with fees and interest accrued
thereon, shall be payable at the principal address of Noteholder or by mail to
the registered address of the holder of this Note on the earliest to occur of
(i) July 1, 2002, (ii) a default under this Note in accordance with Paragraph
8 below, (iii) upon the closing of the sale of securities pursuant to a
registration statement filed by the Company under the Securities Act of 1933,
as amended, in connection with the offering of its securities to the public
("Public Offering"), or (iv) the date five (5) days after the date of any
breach by the Company of any agreement with Noteholder and/or any affiliate of
Noteholder, unless this Note shall have been previously converted pursuant to
Section 2 hereof or as provided otherwise in this Note.

     This Note may be prepaid in full at any time without penalty upon ten
(10) days written notice to Noteholder; provided, however, Noteholder shall
have no obligation to accept any payment less than the entire principal
balance, plus accrued interest.

     If any payment is not made when due hereunder, time being of the essence,
a late fee equal to five percent (5%) of such late payment shall be
immediately due hereunder (in addition to all other amounts due hereunder),
and all amounts outstanding hereunder shall bear interest until all payments
hereunder are brought current at the lesser of (i) the rate of 15% per annum
or (ii) the highest rate for which Borrower may legally contract under
applicable law.

     All payments hereunder shall be payable in lawful money of the United
States of America which shall be legal tender for public and private debts at
the time of payments  Any and all payments by Borrower under this Note shall
be applied as follows: first, to the repayment of any amounts advanced by
Noteholder hereunder or related hereto; second, to the payment of any late
charges; third, to the payment of accrued interest; and fourth, to the payment
of principal.

     The following additional terms and conditions shall apply hereto:

     1.     Definitions.  The following definitions shall apply for all
purposes of this Note:

          1.1     "Company" shall mean the Company as defined above and
includes any corporation which shall succeed to or assume the obligations of
the Company under this Note.

          1.2     "Change of Control Transaction" shall mean a merger,
acquisition, or other business combination in which fifty percent (50%) or
more of the Company's outstanding voting stock is transferred to different
holders in a single transaction or a series of related transactions.

          1.3     "Conversion Date" shall mean the date on which, pursuant to
Sections 2 and 3 hereof, Noteholder exercises its right to convert this Note
into the Conversion Stock at the Note Conversion Price.

          1.4     "Conversion Stock" shall mean the shares of Common Stock,
$0.0001 par value, of the Company, with the rights and terms as set forth in
the Company's Amended and Restated Certificate of Incorporation ("Amended
Articles"), in the form attached hereto as Exhibit "A" and which is
incorporated herein by this reference.  The number and character of shares of
Conversion Stock are subject to adjustment as provided herein and the term
"Conversion Stock" shall include shares and other securities and property at
any time receivable or issuable upon conversion of this Note in accordance
with its terms.

          1.5     "Note Conversion Price" shall be $0.20 per share.

          1.6     "Noteholder," "holder," or similar terms, when the context
refers to a holder of this Note, shall mean any person who shall at the time
be the registered holder of this Note.

     2.     Conversion.

          2.1     Conversion of Note.  At any time prior to payment in full of
the entire principal balance, plus accrued interest, and upon five (5) days
written notice, Noteholder shall have the right, at the holder's option, to
convert the principal and accrued interest on this Note, in whole or in part,
into Conversion Stock at the Note Conversion Price.  Conversion under this
Section 2 shall occur only upon surrender of this Note for conversion at the
principal offices of the Company, accompanied by written notice of election to
convert.

          2.2     Certain Transactions.  The Company shall give written notice
to Noteholder of any Change of Control Transaction at least twenty (20)
business days prior to the date on which such Change of Control Transaction
shall take place.  Prior to the closing of such Change of Control Transaction,
the Company shall, at Noteholder's election, either (i) repay all unpaid
principal and interest under this Note, or (ii) convert this Note into
Conversion Stock at the Note Conversion Price.

     3.     Issuance of Conversion Stock.  As soon as practicable after
conversion of this Note, the Company, at its expense, will cause to be issued
in the name of and delivered to the holder of this Note, a certificate or
certificates for the number of shares of Conversion Stock to which the holder
shall be entitled upon such conversion (bearing such legends as may be
required by applicable state and federal securities laws in the opinion of
legal counsel of the Company), together with any other securities and property
to which the holder is entitled upon such conversion under the terms of this
Note.  Such conversion shall be deemed to have been made (i) under Section 2
above and (ii) immediately prior to the close of business on the date that the
Note shall have been surrendered for conversion, accompanied by written notice
of election to convert.  No fractional shares will be issued upon conversion
of this Note.  If upon any conversion of this Note a fraction of a share would
otherwise result, then, in lieu of such fractional share, the Company will pay
the cash value of that fractional share, calculated on the basis of the
applicable Note Conversion Price.

     4.     Adjustment of Number of Shares.  The number and character of
shares of Conversion Stock issuable upon conversion of this Note (or any
shares of stock or other securities or property at the time receivable or
issuable upon conversion of this Note) are subject to adjustment upon the
occurrence of any of the following events:

          4.1     Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, etc.  In the event that the Company shall fix a record date
for the determination of holders of securities affected by any stock split,
stock dividend, reclassification, recapitalization or other similar event that
will, in the future, affect the number of outstanding shares of the Company's
capital stock, then, and in each such case, Noteholder, upon conversion of
this Note at any time after the Company shall fix the record date for such
event, shall receive, in addition to the shares of Conversion Stock issuable
upon conversion on the Conversion Date, the right to receive the securities of
the Company to which such holder would have been entitled if such holder had
converted this Note immediately prior to such record date (all subject to
further adjustment as provided in this Note).

          4.2     Adjustment for Dividends and Distributions.  In the event
that the Company shall make or issue, or shall fix a record date for the
determination of eligible holders of securities entitled to receive, a
dividend or other distribution payable with respect to the Conversion Stock
(or any shares of stock or other securities at the time issuable upon
conversion of this Note) that is payable in (a) securities of the Company
other than capital stock or (b) any other assets, then, and in each such case,
Noteholder, upon conversion of this Note at any time after the consummation,
effective date or record date of such event, shall receive, in addition to the
shares of Conversion Stock (or such other stock or securities) issuable upon
such conversion prior to such date, the securities or such other assets of the
Company to which such holder would have been entitled upon such date if such
holder had converted this Note immediately prior thereto (all subject to
further adjustment as provided in this Note).

          4.3     Adjustment for Reorganization, Consolidation, Merger.  In
the event of any reorganization not considered a Change of Control Transaction
of the Company (or any other corporation the stock or other securities of
which are at the time receivable upon the conversion of this Note) after the
date of this Note, or in the event, after such date, the Company (or any such
corporation) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation where
such transaction is not considered a Change of Control Transaction, then, and
in each such case, Noteholder, upon the conversion of this Note (as provided
in Section 2) at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the conversion of
this Note prior to such consummation, the stock or other securities or
property to which such Noteholder would have been entitled upon the
consummation of such reorganization, consolidation, merger or conveyance if
such holder had converted this Note immediately prior thereto, all subject to
further adjustment as provided in this Section 4, and the successor or
purchasing corporation in such reorganization, consolidation, merger or
conveyance (if other than the Company) shall duly execute and deliver to
Noteholder a supplement hereto acknowledging such corporation's obligations
under this Note.  In each such case, the terms of the Note shall be applicable
to the shares of stock or other securities or property receivable upon the
conversion of this Note after the consummation of such reorganization,
consolidation, merger or conveyance.

          4.4     Conversion of Stock.  In the event that all of the
authorized Conversion Stock of the Company is converted, pursuant to the
Amended Articles, into other capital stock or securities or property, or the
Conversion Stock otherwise ceases to exist, then Noteholder, upon conversion
of this Note at any time after the date on which the Conversion Stock is so
converted or ceases to exist (the "Termination Date"), shall receive, in lieu
of the number of shares of Conversion Stock that would have been issuable upon
such conversion immediately prior to the Termination Date (the "Former Number
of Shares of Conversion Stock"), the stock and other securities and property
to which such Noteholder would have been entitled to receive upon the
Termination Date if such holder had converted this Note with respect to the
Former Number of Shares of Conversion Stock immediately prior to the
Termination Date (all subject to further adjustment as provided in this Note).

          4.5     Notice of Adjustments.  The Company shall promptly give
written notice of each adjustment or readjustment of the number of shares of
Conversion Stock or other securities issuable upon conversion of this Note, by
first class mail, postage prepaid, to the registered holder of this Note at
the holder's address as shown on the Company's books.  The notice shall
describe the adjustment or readjustment and show in reasonable detail the
facts on which the adjustment or readjustment is based.

          4.6     No Change Necessary.  The form of this Note need not be
changed because of any adjustment in the number of shares of Conversion Stock
issuable upon its conversion.

          4.7     Reservation of Stock.  The Company has taken all necessary
corporate action and obtained all necessary government consents and approvals
to authorize the issuance of this Note and, prior to the conversion hereof,
the shares of Conversion Stock issuable upon conversion of this Note.  If at
any time the number of authorized but unissued Common Stock or other
securities shall not be sufficient to effect the conversion of this Note, then
the Company will take such corporate action as may, in the opinion of its
legal counsel, be necessary to increase its authorized but unissued Stock or
other securities to such number of shares of Common Shares or other securities
as shall be sufficient for such purpose.

     5.     Fully Paid Shares.  All shares of Conversion Stock issued upon the
conversion of this Note shall be validly issued, fully paid and
non-assessable.

     6.     No Rights or Liabilities as Shareholder.  This Note does not by
itself entitle Noteholder to any voting rights or other rights as a
shareholder of the Company.  In the absence of conversion of this Note, no
provisions of this Note, and no enumeration herein of the rights or privileges
of the holder, shall cause such holder to be a shareholder of the Company for
any purpose.

     7.     Corporate Action; No Impairment.  The Company will not, by
amendment of its Certificate of Incorporation or bylaws, or through
reorganization, consolidation, merger, dissolution, issue or sale of
securities, repurchase of securities, sale of assets or any other action,
avoid or seek to avoid the observance or performance of any of the terms of
this Note, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate, or as reasonably requested by Noteholder, in order to protect the
rights of Noteholder under this Note against wrongful impairment.  The Company
shall not negotiate with or entertain discussions with any party regarding a
Change of Control Transaction without prior written notice to Noteholder.  The
Company shall not amend its Certificate of Incorporation or issue any capital
stock or options to purchase any capital stock of the Company without the
prior written consent of Noteholder which shall not be unreasonably withheld;
provided, however, that the Company may issue stock in connection with the
exercise or conversion of currently outstanding options, warrants and other
convertible securities.

     8.     Default.  The Company will be in default if the Company fails to
make any payment when due hereunder.  The Company will also be in default if
any of the following occurs and such default is not cured within a five (5)
day period after Noteholder has given the Company written notice of such
default:

               (a)     The Company breaches any material obligation to
Noteholder hereunder.

               (b)     A receiver is appointed for any part of the Company's
property, the Company makes an assignment for the benefit of creditors, or any
proceeding is commenced either by the Company or against the Company under any
bankruptcy or insolvency laws.

               (c)     The Company suspends its normal business operations or
otherwise fails to continue to operate its business in the ordinary course.

In the event of a default under this Section 8, Noteholder shall, in addition
to any other remedies allowed by law, be entitled to accelerate all unpaid
principal and interest under this Note.

     9.     Registration Rights.  Lender shall have the rights provided in
this Section 9 upon conversion of this Note into Common Stock of the Company
pursuant to the terms of Section 2 above.

          9.1     As used in this Section 9, the following terms shall have
the following meanings:

               (a)     "Affiliate" shall mean, with respect to any Person (as
defined below), any other Person controlling, controlled by or under direct or
indirect common control with such Person (for the purposes of this definition
"control," when used with respect to any specified Person, shall mean the
power to direct the management and policies of such person, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing).

               (b)     "Business Day" shall mean a day Monday through Friday
on which banks are generally open for business in New York.

               (c)     "Holders" shall mean the Lender or any person to whom
the rights under this Section 9 have been transferred in accordance with
Section 9.9 hereof.

               (d)     "Person" shall mean any person, individual,
corporation, limited liability Borrower, partnership, trust or other
non-governmental entity or any governmental agency, court, authority or other
body (whether foreign, federal, state, local or otherwise).

               (e)     The terms "register," "registered" and "registration"
refer to the registration effected by preparing and filing a registration
statement in compliance with the Act, and the declaration or ordering of the
effectiveness of such registration statement.

               (f)     "Registrable Securities" shall mean (i) the shares of
Common Stock issuable upon conversion of this Note pursuant to Section 2
above; and (ii) any shares of Common Stock issued as (or issuable upon the
conversion of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to or in replacement of the Common
Stock; provided, however, that securities shall only be treated as Registrable
Securities if and only for so long as they (A) have not been disposed of
pursuant to a registration statement declared effective by the Commission, (B)
have not been sold in a transaction exempt from the registration and
prospectus delivery requirements of the Act so that all transfer restrictions
and restrictive legends with respect thereto are removed upon the consummation
of such sale or (C) are held by a Holder or a permitted transferee pursuant to
Section 9.9.

               (g)     "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section 9.2 hereof, including,
without limitation, all registration, qualification and filing fees, printing
expenses, fees and expenses of counsel for the Company, blue sky fees and
expenses and the expense of any special audits incident to or required by any
such registration (but excluding the fees of legal counsel for any Holder).

               (h)     "Registration Statement" shall have the meaning
ascribed to such term in Section 9.2.

               (i)     "Registration Period" shall have the meaning ascribed
to such term in Section 9.4.

               (j)     "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale of Registrable
Securities and all fees and expenses of legal counsel for any Holder.

          9.2     At any time after a Public Offering, and within the later of
(i) thirty (30) days after the Public Offering, and (ii) thirty (30) days of
the Conversion Date, (the "Filing Date"), the Company shall file a "shelf"
registration statement on the appropriate form (the "Registration Statement")
with the Commission and use its best efforts to effect the registration,
qualifications or compliances (including, without limitation, the execution of
any required undertaking to file post-effective amendments, appropriate
qualifications or exemptions under applicable blue sky or other state
securities laws and appropriate compliance with applicable securities laws,
requirements or regulations) of the Registrable Securities prior to the date
which is 75 days after the Conversion Date.

          9.3     All Registration Expenses incurred in connection with any
registration, qualification, exemption or compliance pursuant to Section 9.2
shall be borne by the Company.

          9.4     In the case of the registration, qualification, exemption or
compliance effected by the Company pursuant to this Agreement, the Company
shall, upon reasonable request, inform each Holder as to the status of such
registration, qualification, exemption and compliance.  At its expense the
Company shall:

               (a)     use its best efforts to keep such registration, and any
qualification, exemption or compliance under state securities laws which the
Company determines to obtain, continuously effective until the Holders have
completed the distribution described in the registration statement relating
thereto.  The period of time during which the Company is required hereunder to
keep the Registration Statement effective is referred to herein as "the
Registration Period."  Notwithstanding the foregoing, at the Company's
election, the Borrower may cease to keep such registration, qualification,
exemption or compliance effective with respect to any Registrable Securities,
and the registration rights of a Holder shall expire, at such time as they are
no longer, by reason of Rule 144 promulgated under the Act (or other exemption
from registration acceptable to the Company) required to register for the sale
thereof; and

               (b)     advise the Holders:

                    (i)     when the Registration Statement or any amendment
thereto has been filed with the Commission and when the Registration Statement
or any post-effective amendment thereto has become effective;

                    (ii)     of any request by the Commission for amendments
or supplements to the Registration Statement or the prospectus included
therein or for additional information;

                    (iii)     of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for such purpose;

                    (iv)     of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable
Securities included therein for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and

                    (v)     of the happening of any event that requires the
making of any changes in the Registration Statement or the prospectus so that,
as of such date, the statements therein are not misleading and do not omit to
state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in the light of the
circumstances under which they were made) not misleading;

               (c)     make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of any Registration Statement at the
earliest possible time;

               (d)     furnish to each Holder upon request, without charge, at
least one copy of such Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits (including those incorporated by reference)
in the form filed with the Commission;

               (e)     during the Registration Period, deliver to each Holder,
without charge, as many copies of the prospectus included in such Registration
Statement and any amendment or supplement thereto as such Holder may
reasonably request; and the Company consents to the use, consistent with the
provisions hereof, of the prospectus or any amendment or supplement thereto by
each of the selling Holders of Registrable Securities in connection with the
offering and sale of the Registrable Securities covered by the prospectus or
any amendment or supplement thereto; in addition, upon the reasonable request
of the Holder and subject in all cases to confidentiality protections
reasonably acceptable to the Company, the Company will meet with a Holder or a
representative thereof at the Company's headquarters to discuss all
information relevant for disclosure in the Registration Statement covering the
Registrable Securities, and will otherwise cooperate with any Holder
conducting an investigation for the purpose of reducing or eliminating such
Holder's exposure to liability under the Act, including the reasonable
production of information at the Company's headquarters;

               (f)     prior to any public offering of Registrable Securities
pursuant to any Registration Statement, register or qualify or obtain an
exemption for offer and sale under the securities or blue sky laws of such
jurisdictions as any such Holders reasonably request in writing, provided that
the Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction, and do any and all other acts or things reasonably necessary or
advisable to enable the offer and sale in such jurisdictions of the
Registrable Securities covered by such Registration Statement;

               (g)     cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
to be sold pursuant to any Registration Statement free of any restrictive
legends to the extent not required at such time and in such denominations and
registered in such names as Holders may request at least three (3) business
days prior to sales of Registrable Securities pursuant to such Registration
Statement;

               (h)     upon the occurrence of any event contemplated by
Section 9.4(b)(v) above, the Company shall promptly prepare a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities included therein, the
prospectus will not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

          9.5     The Holders shall have no right to take any action to
restrain, enjoin or otherwise delay any registration pursuant to Section 9.2
hereof as a result of any controversy that may arise with respect to the
interpretation or implementation of this Agreement.

          9.6     (a)     To the extent permitted by law, the Company shall
indemnify each Holder and each person controlling such Holder within the
meaning of Section 15 of the Act, with respect to which any registration,
qualification or compliance has been effected pursuant to this Agreement,
against all claims, losses, damages and liabilities (or action in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened (subject to Section 9.6(c) below), arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus or offering
circular, or any amendment or supplement thereof, incident to any such
registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in light
of the circumstances in which they were made, and will reimburse each Holder
and each person controlling such Holder, for reasonable legal and other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action as incurred; provided that the
Company will not be liable in any such case to the extent that any untrue
statement or omission or allegation thereof is made in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of such Holder and stated to be specifically for use in preparation of such
registration statement, prospectus or offering circular; and, provided
further, that the Company will not be liable in any such case where the claim,
loss, damage or liability arises out of or is related to the failure of the
Holder to comply with the covenants and agreements contained in this Agreement
respecting sales of Registrable Securities, or the failure of the Finder to
comply with the covenants and agreements contained in the Finders Agreement
(as defined in Section 9.1(c) hereof), and except that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any such
untrue statement or alleged untrue statement or omission or alleged omission
made in the preliminary prospectus but eliminated or remedied in the amended
prospectus on file with the Commission at the time the registration statement
becomes effective or in the amended prospectus filed with the Commission
pursuant to Rule 424(b) or in the prospectus subject to completion and term
sheet under Rule 434 of the Act, which together meet the requirements of
Section 9(a) of the Act (the "Final Prospectus"), such indemnity agreement
shall not inure to the benefit of any such Holder or any such controlling
person, if a copy of the Final Prospectus furnished by the Company to the
Holder for delivery was not furnished to the person or entity asserting the
loss, liability, claim or damage at or prior to the time such furnishing is
required by the Act and the Final Prospectus would have cured the defect
giving rise to such loss, liability, claim or damage.

               (b)     Each Holder will severally, if Registrable Securities
held by such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers, each underwriter of the
Registrable Securities and each person who controls the Company within the
meaning of Section 15 of the Act, against all claims, losses, damages and
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened (subject to
Section 9.6(c) below), arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus or offering circular, or any amendment or supplement
thereof, incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in light of the circumstances in which they were made, and will
reimburse the Company, such directors and officers, each underwriter of the
Registrable Securities and each person controlling the Company for reasonable
legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action
as incurred, in each case to the extent, but only to the extent, that such
untrue statement or omission or allegation thereof is made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of the Holder and stated to be specifically for use in preparation of
such registration statement, prospectus or offering circular; provided that
the indemnity shall not apply to the extent that such claim, loss, damage or
liability results from the fact that a current copy of the prospectus was not
made available to the Holder and such current copy of the prospectus would
have cured the defect giving rise to such loss, claim, damage or liability.
Notwithstanding the foregoing, in no event shall a Holder be liable for any
such claims, losses, damages or liabilities in excess of the proceeds received
by such Holder in the offering, except in the event of fraud by such Holder.

               (c)     Each party entitled to indemnification under this
Section 9.6 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in
such defense at such Indemnified Party's expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Agreement,
unless such failure is materially prejudicial to the Indemnifying Party in
defending such claim or litigation.  An Indemnifying Party shall not be liable
for any settlement of an action or claim effected without its written consent
(which consent will not be unreasonably withheld).

               (d)     If the indemnification provided for in this Section 9.6
is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage or
expense referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party thereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions
which resulted in such loss, liability, claim, damage or expense as well as
any other relevant equitable considerations.  The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the Indemnifying Party or by the Indemnified Party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

          9.7     (a)     Each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event requiring the preparation of a
supplement or amendment to a prospectus relating to Registrable Securities so
that, as thereafter delivered to the Holders, such prospectus shall not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, each Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement contemplated by
Section 9.2 until its receipt of copies of the supplemented or amended
prospectus from the Company and, if so directed by the Company, each Holder
shall deliver to the Company all copies, other than permanent file copies then
in such Holder's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.

               (b)     Each Holder shall suspend, upon request of the Company,
any disposition of Registrable Securities pursuant to the Registration
Statement and prospectus contemplated by Section 9.2 during (i) any period not
to exceed two 30-day periods within any one 12-month period the Company
requires in connection with a primary underwritten offering of equity
securities and (ii) any period, not to exceed one 45-day period per
circumstance or development, when the Company determines in good faith that
offers and sales pursuant thereto should not be made by reason of the presence
of material undisclosed circumstances or developments with respect to which
the disclosure that would be required in such a prospectus is premature, would
have an adverse effect on the Company or is otherwise inadvisable.

               (c)     As a condition to the inclusion of its Registrable
Securities, each Holder shall furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may request in writing or as shall be required in connection with any
registration, qualification or compliance referred to in this Section 9.

               (d)     Each Holder hereby covenants with the Company (i) not
to make any sale of the Registrable Securities without effectively causing the
prospectus delivery requirements under the Act to be satisfied, and (ii) if
such Registrable Securities are to be sold by any method or in any transaction
other than on a national securities exchange, Nasdaq National Market, Nasdaq
SmallCap Market or in the over-the-counter market, in privately negotiated
transactions, or in a combination of such methods, to notify the Company at
least five (5) business days prior to the date on which the Holder first
offers to sell any such Registrable Securities.

               (e)     Each Holder acknowledges and agrees that the
Registrable Securities sold pursuant to the Registration Statement described
in this Section are not transferable on the books of the Company unless the
stock certificate submitted to the transfer agent evidencing such Registrable
Securities is accompanied by a certificate reasonably satisfactory to the
Company to the effect that (i) the Registrable Securities have been sold in
accordance with such Registration Statement and (ii) the requirement of
delivering a current prospectus has been satisfied.

               (f)     Each Holder agrees not to take any action with respect
to any distribution deemed to be made pursuant to such registration statement
which would constitute a violation of Regulation M under the Exchange Act or
any other applicable rule, regulation or law.

               (g)     At the end of the period during which the Company is
obligated to keep the Registration Statement current and effective as
described above, the Holders of Registrable Securities included in the
Registration Statement shall discontinue sales of shares pursuant to such
Registration Statement upon receipt of notice from the Company of its
intention to remove from registration the shares covered by such Registration
Statement which remain unsold, and such Holders shall notify the Company of
the number of shares registered which remain unsold immediately upon receipt
of such notice from the Company.

          9.8     With a view to making available to the Holders the benefits
of certain rules and regulations of the Commission which at any time permit
the sale of the Registrable Securities to the public without registration, the
Company shall use its reasonable best efforts to:

               (a)     make and keep public information available, as those
terms are understood and defined in Rule 144 under the Act, at all times;

               (b)     file with the Commission in a timely manner all reports
and other documents required of the Company under the Exchange Act; and

               (c)     so long as a Holder owns any unregistered Registrable
Securities, furnish to such Holder, upon any reasonable request, a written
statement by the Company as to its compliance with Rule 144 under the Act, and
of the Exchange Act, a copy of the most recent annual or quarterly report of
the Company, and such other reports and documents and provide such other
information and cooperation as may be reasonably requested in availing Holder
of any rule or regulation of the SEC which permits the selling of any such
securities without registration.

          9.9     The rights to cause the Company to register Registrable
Securities granted to the Holders by the Company under Section 9.1 may be
assigned in full by a Holder in connection with a transfer by such Holder of
its Registrable Securities, provided, however, that (i) such transfer may
otherwise be effected in accordance with applicable securities laws; (ii) such
Holder gives prior written notice to the Company; and (iii) such transferee
agrees to comply with the terms and provisions of this Note, and such transfer
is otherwise in compliance with this Note.  Except as specifically permitted
by this Section 9.9, the rights of a Holder with respect to Registrable
Securities as set out herein shall not be transferable to any other Person,
and any attempted transfer shall cause all rights of such Holder therein to be
forfeited.

          9.10     With the written consent of the Company and the Holders
holding at least a majority of the Registrable Securities that are then
outstanding, any provision of this Section 9 may be waived (either generally
or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely) or amended.  Upon the
effectuation of each such waiver or amendment, the Company shall promptly give
written notice thereof to the Holders, if any, who have not previously
received notice thereof or consented thereto in writing.

          9.11     Except to the extent any delay is due to the failure of a
Holder to reasonably cooperate in providing to the Company such information as
shall be reasonably requested by the Company for use in the Registration
Statement, in the event that the Registration Statement is not filed by the
Filing Date, the Company shall, for no additional consideration, pay to each
Holder as liquidated damages and not as a penalty an amount in cash equal to
one percent (1%) of the amount invested by such Holder for each 15 day period
in which the Registration Statement remains unfiled; provided, however, that
in no event shall the amount of liquidated damages payable by the Company to
any Holder pursuant to this Section 9.11 exceed twenty four percent (24%) of
the amount invested by such Holder.

     10.     Waiver and Amendment.  ANY PROVISION OF THIS NOTE MAY BE AMENDED,
WAIVED, MODIFIED, DISCHARGED OR TERMINATED SOLELY UPON THE WRITTEN CONSENT OF
BOTH THE COMPANY AND NOTEHOLDER.

     11.     Assignment; Binding upon Successors and Assigns.  The Company may
not assign any of its obligations hereunder without the prior written consent
of Noteholder.  The terms and conditions of this Note shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
parties.

     12.     Waiver of Notice; Attorneys' Fees.  The Company and all endorsers
of this Note hereby waive notice, demand, notice of nonpayment, presentment,
protest and notice of dishonor. If any action at law or in equity is necessary
to enforce this Note or to collect payment under this Note, Noteholder shall
be entitled to recover, as an element of the costs of suit and not as damages,
reasonable attorneys' fees, costs and necessary disbursements in addition to
any other relief to which it may be entitled.  Noteholder will be entitled to
recover its costs of suit, regardless of whether such suit proceeds to final
judgment.

     13.     Construction of Note.  The terms of this Note have been
negotiated by the Company, the original holder of this Note and their
respective attorneys and the language hereof will not be construed for or
against either Company or Noteholder.  Unless otherwise explicitly set forth,
a reference to a Section will mean a Section in this Note.  The titles and
headings herein are for reference purposes only and will not in any manner
limit the construction of this Note which will be considered as a whole.
14.     Notices.  Any notice or other communication required or permitted to
be given under this Note shall be in writing, shall be delivered by hand or
overnight courier service, by certified mail, postage prepaid, or by
facsimile, and will be deemed given upon delivery, if delivered personally,
one business day after deposit with a national courier service for overnight
delivery, or one business day after transmission by facsimile with
confirmation of receipt, and three days after deposit in the mails, if mailed,
to the following addresses:

            (i)   If  to Noteholder:

                      Kevin R. Griffith
                      4539 North Vintage Drive
                      Provo, Utah 84604

            (ii)  If  to Company:

                      idiglobal.com
                      800 North 462 East
                      Orem, Utah 84097
                      Attention:  CEO

or to such other address as may have been furnished to the other party in
writing pursuant to this Section 14, except that notices of change of address
shall only be effective upon receipt.

     15.     Governing Law; Consent to Jurisdiction.  This Note and all
matters relating to this Note shall be governed by and construed in accordance
with the internal laws (and not the law of conflicts) of the State of Utah.
Each of the parties submits to the jurisdiction of any state or federal court
sitting in Salt Lake County, Utah, in any action or proceeding arising out of
or relating to this Note or any other matter arising between the parties and
agrees that all claims in respect of the action or proceeding shall be heard
and determined in any such court.  Each party also agrees not to bring any
action or proceeding arising out of or relating to this Note or any other
matter arising between the parties in any other court.  Each of the parties
waives any defense of inconvenient forum to the maintenance of any action or
proceeding so brought.

                     [Signature page follows]


     IN WITNESS WHEREOF, the Company has caused this Note to be signed in its
name as of the date first above written.  The company hereby agrees and
accepts all of the obligations outlined in this convertible note.  Acceptance
of this note has been approved by all officers and directors of idiglobal.com

The Company:                             IDIGLOBAL.COM
                                         (A Delaware Corporation)


                                          By: /s/ Steve Comer
                                          Name:   Steve Comer
                                          Title:  Chief Executive Officer
                                          Date:   April 16, 2001


AGREED AND ACCEPTED:                      NOTEHOLDER

The Noteholder:                           By: /s/ Kevin R. Griffith
                                          Name:   Kevin R. Griffith
                                          Title:  Noteholder
                                          Date:   April 16, 2001


<PAGE>

                            EXHIBIT A

        AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


<PAGE>

         AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
                             BETWEEN
        IDIGLOBAL.COM AND KEVIN R. GRIFFITH ("Noteholder")
                       Dated April 16, 2001


In accordance with Section 10 of the Secured Convertible Promissory Note
between idiglobal.com and Kevin R. Griffith ("Noteholder"), dated April 16,
2001 both parties hereby agree, in writing, to amend and waive the Conversion
Rights outlined in Section 2, so long as this Note is paid in full by the
maturity date of July 1, 2002.  If the Note is not paid on or before July 1,
2002, Noteholder does not waive Conversion Rights, and the original Note will
remain in full force and effect, and this Amendment will become null and void.
At the sole election of the Noteholder, the maturity date of the Note can be
extended and waiver of conversion rights outlined in this amendment will
remain in effect, so long as such extension is provided in writing, and agreed
to and signed by both parties.  Mutual agreement to extend the Maturity Date
of Note will automatically extend Noteholder waiver of Conversion Rights
outlined in this agreement.



The Company:                           IDIGLOBAL.COM
                                       (A Delaware Corporation)

                                       By :    /s/ Steve Comer
                                       Name:   Steve Comer
                                       Title:  Chief Executive Officer
                                       Date:   January 16, 2002


AGREED AND ACCEPTED:

                                       NOTEHOLDER



The Noteholder:                        By:    /s/ Kevin R. Griffith
                                       Name:  Kevin R. Griffith
                                       Title: Noteholder
                                       Date:  January 16, 2002