EXHIBIT A

NEITHER THIS NOTE NOR THE SECURITIES  INTO WHICH THIS NOTE IS  CONVERTIBLE  HAVE
BEEN  REGISTERED  WITH THE SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY  NOT BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM,
OR IN A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


No. 1                                                             $_____________

                          FUSION NETWORKS HOLDINGS INC.
                        12% CONVERTIBLE BRIDGE LOAN NOTE
                              DUE DECEMBER 31, 2000

     THIS NOTE is one of a series of duly  authorized and issued notes of Fusion
Networks  Holdings,  Inc., a Delaware  corporation,  having a principal place of
business at 8115 NW 29th Street, Miami, FL 33122 (the "Company"),  designated as
its 12% Convertible  Bridge Loan Notes,  due December 31, 2000, in the aggregate
principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000)
(the "Notes").

     FOR VALUE RECEIVED,  the Company  promises to pay to [ ], or its registered
assigns (the "Holder"), the principal sum of __________ Dollars (__________), on
December 31, 2000 or such earlier date as the Notes are required or permitted to
be repaid as provided hereunder (the "Maturity Date") and to pay interest to the
Holder on the aggregate  unconverted and then  outstanding  principal  amount of
this Note at the rate of 12% per annum,  payable on the  Maturity  Date in cash,
or, at Holder's  option,  in five year warrants  ("the  "Warrants")  to purchase
shares of Common  Stock (as defined in Section 6) at an exercise  price equal to
150% of the closing price of the Company's  Common Stock on the last trading day
preceding  the  execution of this Note.  In the event that the Holder  elects to
receive Warrants in lieu of interest,  the number of Warrants to be issued shall
equal the product of (I) 50,000  multiplied  by (II) the quotient  determined by
dividing (a) the product of (i) the principal  amount of this Note multiplied by
(ii) the product of (x) the number of days elapsed from the Original  Issue Date
until the earlier of the Maturity Date or the Conversion  Date multiplied by (y)
the quotient  determined by dividing 0.12 by 360, by (b) 90,000.  Subject to the
terms and conditions  herein, the decision whether to receive interest hereunder
in Warrants or cash shall be at the discretion of the Holder.  Not less than ten
Trading Days (as defined in Section 6)  prior to the earlier of Maturity Date or
the Conversion Date (as defined in Section 4(a)(I)(B)), the Holder shall provide
the Company with written  notice of its election to receive  interest  hereunder
either in cash  orWarrants.  Failure to timely provide such written notice shall
be deemed an election by the Holder to receive the interest on Maturity  Date or
Conversion Date, in Warrants.  Interest shall be calculated on the basis on a 30
day month and shall  accrue  daily  commencing  on the  Original  Issue Date (as
defined in Section 6) until payment in full of the principal sum,  together with
all  accrued  and  unpaid  interest  and  other  amounts  which may  become  due
hereunder,  has been  made.  Interest  hereunder  will be paid to the Person (as
defined in Section 6) in whose name this Note is  registered  on the  records of
the Company regarding registration and transfers of Notes (the "Note Register").
All overdue  accrued  and unpaid  interest  to be paid in cash  hereunder  shall
entail a late fee at the rate of 18% per annum (or such lower maximum  amount of
interest  permitted to be charged under  applicable law) (to accrue daily,  from
the date such  interest  is due  hereunder  through  and  including  the date of
payment), payable in cash.
<PAGE>


     This Note is subject to the following additional provisions:

     Section  1.  This Note is  exchangeable  for an equal  aggregate  principal
amount of Notes of  different  authorized  denominations,  as  requested  by the
Holder  surrendering  the  same.  No  service  charge  will  be  made  for  such
registration of transfer or exchange.

     Section  2.  This  Note has  been  issued  subject  to  certain  investment
representations  of the  original  Holder  set forth in the Loan  Agreement  (as
defined in Section 6) and may be  transferred  or exchanged  only in  compliance
with the Loan Agreement and the legend set forth on the face of this Note. Prior
to due presentment to the Company for transfer of this Note, the Company and any
agent of the  Company  may treat the Person  (as  defined in Section 6) in whose
name this Note is duly  registered  on the Note Register as the owner hereof for
the purpose of receiving  payment as herein provided and for all other purposes,
whether or not this Note is overdue,  and neither the Company nor any such agent
shall be affected by notice to the contrary.

     Section 3. Events of Default.

          (a) "Event of Default",  wherever  used  herein,  means any one of the
     following  events (whatever the reason and whether it shall be voluntary or
     involuntary  or effected by operation  of law or pursuant to any  judgment,
     decree or order of any  court,  or any  order,  rule or  regulation  of any
     administrative or governmental body):

               (i) any default in the payment of the principal  of,  interest on
          or liquidated  damages in respect of, any Notes,  free of any claim of
          subordination,  as and when  the same  shall  become  due and  payable
          (whether on a Conversion  Date or the Maturity Date or by acceleration
          or otherwise);

               (ii) the  Company  shall fail to  observe  or  perform  any other
          material  covenant or agreement  contained in, or otherwise commit any
          breach of any of the Transaction  Documents (as defined in Section 6),
          and such  failure or breach shall not have been  remedied  within five
          days after the date on which  notice of such  failure or breach  shall
          have been given, or any representation or warranty of the Company in a
          Transaction  Document  shall prove to have been false or  incorrect at
          the Closing Date;

               (iii) the Company,  shall  commence,  or there shall be commenced
          against  the  Company  a  case  under  any  applicable  bankruptcy  or
          insolvency  laws  as now  or  hereafter  in  effect  or any  successor
          thereto,  or the Company,  commences  any other  proceeding  under any
          reorganization,  arrangement,  adjustment of debt,  relief of debtors,
          dissolution,   insolvency  or   liquidation  or  similar  law  of  any
          jurisdiction  whether  now or  hereafter  in  effect  relating  to the
          Company,  or  there  is  commenced  against  the  Company,   any  such
          bankruptcy,  insolvency or other proceeding which remains  undismissed
          for a period of 60 days; or the Company,  is adjudicated  insolvent or
          bankrupt;  or any order of relief or other  order  approving  any such
          case or proceeding is entered; or the Company, suffers any appointment
          of any  custodian  or the like for it or any  substantial  part of its
          property which  continues  undischarged or unstayed for a period of 60
          days; or the Company,  makes a general  assignment  for the benefit of
          creditors;  or the Company,  shall fail to pay, or shall state that it
          is unable to pay, or shall be unable to pay,  its debts  generally  as
          they become due; or the Company, shall call a meeting of its creditors
          with a view to arranging a composition, adjustment or restructuring of
          its  debts;  or the  Company,  shall  by any  act  or  failure  to act
          expressly  indicate its consent to, approval of or acquiescence in any
          of the  foregoing;  or any  corporate  or other action is taken by the
          Company, for the purpose of effecting any of the foregoing;

                                       2
<PAGE>


               (iv) the Company (or any subsidiary  thereof if guaranteed by the
          Company) shall default in any of its obligations  under any other Note
          or  any  mortgage,  credit  agreement  or  other  facility,  indenture
          agreement,  factoring  agreement or other instrument under which there
          may be  issued,  or by which  there may be secured  or  evidenced  any
          indebtedness  for  borrowed  money or money  due  under  any long term
          leasing or factoring arrangement of the Company in an amount exceeding
          an aggregate of one hundred thousand dollars ($100,000),  whether such
          indebtedness now exists or shall hereafter be created and such default
          shall result in such  indebtedness  becoming or being declared due and
          payable prior to the date on which it would  otherwise  become due and
          payable;

               (v) the Common Stock shall be delisted  from the Nasdaq  National
          Market  ("NASDAQ")  or suspended  from  trading on the NASDAQ  without
          resuming trading and/or being relisted or thereon or listed on the New
          York Stock Exchange, American Stock Exchange or Nasdaq SmallCap Market
          (each, a "Subsequent  Market") or having such  suspension  lifted,  in
          either  case,  for  more  than ten  Trading  Days  (which  need not be
          consecutive Trading Days);

               (vi)  the  Company  shall  be a party to any  Change  of  Control
          Transaction  (as defined in Section 6), shall agree to sell or dispose
          all or in  excess  of 60% of its  assets  in one or more  transactions
          (whether  or not  such  sale  would  constitute  a Change  of  Control
          Transaction),  or shall  redeem or  repurchase  more than a de minimis
          number of shares of Common  Stock or other  equity  securities  of the
          Company (other than  redemptions  of Underlying  Shares (as defined in
          Section 6));

               (vii)  the   Company   shall  fail  for  any  reason  to  deliver
          certificates  to a Holder  prior to the tenth  day after a  Conversion
          Date  pursuant to and in  accordance  with Section 4(b) or the Company
          shall  provide  notice  to the  Holder,  including  by  way of  public
          announcement,  at any  time,  of its  intention  not  to  comply  with
          requests for  conversions  of any Notes in  accordance  with the terms
          hereof; or

               (viii) the  Company  shall  fail for any  reason to  deliver  the
          payment in cash pursuant to a Buy-In (as defined  herein) within seven
          days after notice is delivered hereunder.

     (b) During the time that any portion of this Note remains  outstanding,  if
any Event of Default occurs and is continuing, the full principal amount of this
Note (and,  at the Holder's  option,  all other Notes then held by such Holder),
together with interest and other amounts owing in respect  thereof,  to the date
of  acceleration  shall become,  at the Holder's  election  immediately  due and
payable in cash.  The Holder need not provide and the Company  hereby waives any
presentment,  demand,  protest or other  notice of any kind,  and the Holder may
immediately  and without  expiration of any grace period  enforce any and all of
its rights and remedies  hereunder and all other remedies  available to it under
applicable law. Such  declaration may be rescinded and annulled by Holder at any
time prior to payment  hereunder.  No such  rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.

     (c) In the  event  that  this  Note is not  paid in full on or  before  the
Maturity Date, in addition to its other rights and remedies  hereunder,  (i) the
Company  will pay to the Holder a late  payment fee in an amount  equal to 2% of
the unpaid principal balance (or such lesser maximum amount that is permitted to
be paid by applicable  law) for each month any amount remains  unpaid  following
the Maturity  Date, to accrue daily from the Maturity Date through and including
the date of payment,  and (ii) the Company  will issue to the Holder one warrant
for each $4.00 of principal  balance of this Note  remaining  outstanding on the
Maturity Date,  which warrant shall be exercisable for a period of five years at
an exercise  price equal to 150% of the closing price of the Common Stock on the
Maturity Date.

                                       3
<PAGE>

Section 4. Conversion.

     (a) (i) Conversion at Option of Holder. (A) This Note shall be convertible,
at the option of the Holder,  into securities of the Company as follows:  (1) in
the event that the Company  completes a private  placement  of  securities  (the
"Private  Placement")  while any portion of this Note remains  outstanding,  the
principal amount of the Note remaining outstanding may be converted,  in part or
in whole,  into  securities  of the Company on terms  identical  to those of the
Private Placement, or (2) in the event that a Private Placement has not occurred
while this Note remains outstanding,  and the Holder wishes to convert the Note,
then the  Holder  shall  have the right to  convert  the  outstanding  principal
balance  of this Note into a number of  shares  of Common  Stock  determined  by
dividing (x) the  outstanding  principal  amount of this Note to be converted by
(y) the average of the closing  prices for the Company's  Common Stock as quoted
on the Nasdaq  National  Market  System for the five  business days prior to the
Original   Issue  Date  (subject  to  adjustments  as  set  forth  herein)  (the
"Conversion  Price").  In addition to receiving  such number of shares of Common
Stock  upon  conversion  of the Note,  Holder  will  receive  one  warrant  (the
"Conversion  Warrants")  for each four  shares of Common  Stock  received on the
Conversion  Date.  Each  Conversion  Warrant will be exercisable for a period of
five years from the date of issuance at a price equal to 150% of the  Conversion
Price.

     (B) The Holder shall effect  conversions by surrendering the Notes (or such
portions  thereof) to be converted,  together with the form of conversion notice
attached  hereto as  Exhibit A (a  "Conversion  Notice")  to the  Company.  Each
Conversion  Notice shall specify the principal  amount of Notes to be converted,
the applicable  Conversion  Price and the date on which such conversion is to be
effected,  which  date may not be prior to the date  such  Conversion  Notice is
deemed to have been delivered  hereunder (a "Conversion Date"). If no Conversion
Date is specified in a Conversion  Notice, the Conversion Date shall be the date
that such Conversion  Notice is deemed delivered  hereunder.  Subject to Section
4(b), each Conversion Notice, once given, shall be irrevocable. If the Holder is
converting  less than all of the  principal  amount  represented  by the Note(s)
tendered by the Holder with the Conversion Notice, or if a conversion  hereunder
cannot  be  effected  in full for any  reason,  the  Company  shall  honor  such
conversion to the extent  permissible  hereunder and shall  promptly  deliver to
such Holder (in the manner and within the time set forth in Section  4(b)) a new
Note for such principal amount as has not been converted.

          (ii) Certain Conversion  Restrictions.  A Holder may not convert Notes
     hereunder  to the  extent  such  conversion  would  result  in the  Holder,
     together with any affiliate thereof,  beneficially owning (as determined in
     accordance with Section 13(d) of the Exchange Act (as defined in Section 6)
     and the  rules  promulgated  thereunder)  in  excess  of 4.999% of the then
     issued and outstanding  shares of Common Stock,  including  shares issuable
     upon conversion of the Notes held by such Holder after  application of this
     Section.  Since the Holder will not be  obligated  to report to the Company
     the  number  of  shares  of  Common  Stock  it may  hold  at the  time of a
     conversion  hereunder,  unless the  conversion at issue would result in the
     issuance  of  shares  of  Common  Stock in  excess  of  4.999%  of the then
     outstanding shares of Common Stock without regard to any other shares which
     may be beneficially owned by the Holder or an affiliate thereof, the Holder
     shall  have  the  authority  and   obligation  to  determine   whether  the
     restriction  contained in this Section will limit any particular conversion
     hereunder and to the extent that the Holder  determines that the limitation
     contained in this Section  applies,  the  determination of which portion of
     the principal amount of Notes are convertible  shall be the  responsibility
     and  obligation  of the Holder.  If the Holder has  delivered a  Conversion
     Notice for a principal  amount of Notes that,  without  regard to any other
     shares that the Holder or its affiliates may beneficially own, would result
     in the issuance in excess of the permitted  amount  hereunder,  the Company
     shall notify the Holder of this fact and shall honor the conversion for the
     maximum  principal amount permitted to be converted on such Conversion Date
     in accordance with the periods described in Section 4(b) and, at the option
     of the Holder,  either retain any principal  amount tendered for conversion
     in excess of the  permitted  amount  hereunder  for future  conversions  or
     return such excess principal  amount to the Holder.  The provisions of this
     Section  may be  waived by a Holder  (but only as to itself  and not to any
     other Holder) upon not less than 61 days prior notice to the Company. Other
     Holders shall be unaffected by any such waiver.

                                       4
<PAGE>

     (b) (i) Not later than three Trading Days after any  Conversion  Date,  the
Company will deliver to the Holder (i) a certificate or certificates which shall
bear  restrictive  legends and  trading  restrictions  (as  required by the Loan
Agreement)  representing the number and nature of securities being acquired upon
the conversion of Notes, (ii) Notes in a principal amount equal to the principal
amount  of Notes  not  converted,  and (iii) if the  Holder  elects  to  receive
Warrants in lieu of interest,  a  certificate  or  certificates  evidencing  the
Warrants,  or, if the  Holder  elects to  receive  cash in  payment  of  accrued
interest,  a bank check in the amount of accrued and unpaid  interest  provided,
that the Company  shall not be obligated to issue  certificates  evidencing  the
securities issuable upon conversion of the principal amount of Notes until Notes
are delivered for conversion to the Company,  or the Holder notifies the Company
that such Notes  have been lost,  stolen or  destroyed  and  provides a bond (or
other adequate security) reasonably satisfactory to the Company to indemnify the
Company from any loss incurred by it in connection therewith.  If in the case of
any Conversion  Notice such  certificate or certificates are not delivered to or
as directed by the applicable Holder by the third Trading Day after a Conversion
Date,  the Holder shall be entitled by written notice to the Company at any time
on or before its receipt of such  certificate  or  certificates  thereafter,  to
rescind such conversion, in which event the Company shall immediately return the
certificates representing the principal amount of Notes tendered for conversion.

          (ii) If the Company fails to deliver to the Holder such certificate or
     certificates pursuant to Section 4(b)(i) by the third Trading Day after the
     Conversion  Date,  the  Company  shall  pay to such  Holder,  in  cash,  as
     liquidated  damages and not as a penalty,  0.05% of the principal amount to
     be converted  for each Trading Day after such third  Trading Day until such
     certificates are delivered.  Nothing herein shall limit a Holder's right to
     pursue actual damages or declare an Event of Default  pursuant to Section 3
     herein  for the  Company's  failure to  deliver  certificates  representing
     securities  upon  conversion  within the period  specified  herein and such
     Holder shall have the right to pursue all  remedies  available to it at law
     or  in  equity  including,   without  limitation,   a  decree  of  specific
     performance and/or injunctive relief. The exercise of any such rights shall
     not prohibit the Holders  from seeking to enforce  damages  pursuant to any
     other Section hereof or under applicable law. Further, if the Company shall
     not have  delivered any cash due in respect of  conversions  of Notes or as
     payment of interest  thereon by the third Trading Day after the  Conversion
     Date,  the Holder  may,  by notice to the  Company,  require the Company to
     issue securities pursuant to Section 4(a), except that for such purpose the
     Conversion Price  applicable  thereto shall be the lesser of the Conversion
     Price on the Conversion  Date and the Conversion  Price on the date of such
     Holder demand. Any such securities will be subject to the provision of this
     Section.

          (iii) In addition to any other rights available to the Holder,  if the
     Company  fails to deliver to the Holder such  certificate  or  certificates
     pursuant to Section  4(b)(i) by the third Trading Day after the  Conversion
     Date, and if after such third Trading Day the Holder  purchases (in an open
     market transaction or otherwise) Common Stock to deliver in satisfaction of
     a sale by such Holder of the Underlying Shares which the Holder anticipated
     receiving upon such conversion (a "Buy-In"), then the Company shall (A) pay
     in cash to the Holder (in addition to any remedies  available to or elected
     by the Holder) the amount by which (x) the Holder's  total  purchase  price
     (including brokerage commissions, if any) for the Common Stock so purchased
     exceeds  (y) the  product of (1) the  aggregate  number of shares of Common
     Stock that such Holder  anticipated  receiving from the conversion at issue
     multiplied  by (2) the market  price of the Common Stock at the time of the
     sale giving rise to such purchase  obligation  and (B) at the option of the
     Holder,  either  reissue  Notes in principal  amount equal to the principal
     amount of the  attempted  conversion or deliver to the Holder the number of
     shares of Common  Stock that would have been issued had the Company  timely
     complied with its delivery requirements under Section 4(b)(i). For example,
     if the Holder  purchases  Common  Stock  having a total  purchase  price of
     $11,000 to cover a Buy-In with respect to an attempted  conversion of Notes
     with respect to which the market price of the Underlying Shares on the date
     of conversion  was a total of $10,000  under clause (A) of the  immediately
     preceding sentence, the Company shall be required to pay the Holder $1,000.
     The Holder shall provide the Company written notice  indicating the amounts
     payable to the Holder in respect of the  Buy-In.  Notwithstanding  anything
     contained herein to the contrary,  if a Holder requires the Company to make
     payment  in  respect  of  a  Buy-In  for  the  failure  to  timely  deliver
     certificates  hereunder  and the Company  timely pays in full such payment,
     the Company  shall not be required  to pay such Holder  liquidated  damages
     under  Section  4(b)(ii) in respect of the  certificates  resulting in such
     Buy-In.

                                       5
<PAGE>

     (c) (i) If the Company,  at any time while any Notes are  outstanding,  (a)
shall pay a stock dividend or otherwise make a distribution or  distributions on
shares of its Common Stock or any other equity or equity  equivalent  securities
payable in shares of Common Stock,  (b) subdivide  outstanding  shares of Common
Stock into a larger number of shares,  (c) combine  (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares,
or (d) issue by  reclassification  of shares of the  Common  Stock any shares of
capital stock of the Company, then the Conversion Price shall be multiplied by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
(excluding  treasury shares, if any) outstanding  before such event and of which
the denominator  shall be the number of shares of Common Stock outstanding after
such event.  Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

          (ii) If the Company,  at any time while Notes are  outstanding,  shall
     distribute to all holders of Common Stock (and not to Holders) evidences of
     its  indebtedness  or  assets or rights or  warrants  to  subscribe  for or
     purchase any security, then in each such case the Conversion Price at which
     Notes shall  thereafter be  convertible  shall be determined by multiplying
     the Conversion Price in effect  immediately  prior to the record date fixed
     for determination of stockholders  entitled to receive such distribution by
     a fraction of which the denominator  shall be the Closing Price  determined
     as of the record date mentioned  above, and of which the numerator shall be
     such  Closing  Price on such record date less the then fair market value at
     such record date of the portion of such assets or evidence of  indebtedness
     so distributed  applicable to one outstanding  share of the Common Stock as
     determined  by the Board of  Directors  in good  faith.  In either case the
     adjustments  shall be described  in a statement  provided to the Holders of
     the portion of assets or evidences of  indebtedness  so distributed or such
     subscription   rights  applicable  to  one  share  of  Common  Stock.  Such
     adjustment  shall be made whenever any such  distribution is made and shall
     become effective immediately after the record date mentioned above.

          (iii)  In case of any  reclassification  of the  Common  Stock  or any
     compulsory  share exchange  pursuant to which the Common Stock is converted
     into other securities,  cash or property,  the Holders shall have the right
     thereafter to convert the then outstanding principal amount,  together with
     all accrued but unpaid  interest and any other amounts then owing hereunder
     in respect of this Note only into the shares of stock and other securities,
     cash and  property  receivable  upon or deemed to be held by holders of the
     Common Stock following such  reclassification  or share  exchange,  and the
     Holders of the Notes  shall be  entitled  upon such  event to receive  such
     amount of securities, cash or property as the shares of the Common Stock of
     the Company into which the then outstanding principal amount, together with
     all accrued but unpaid  interest and any other amounts then owing hereunder
     in respect of this Note could have been converted immediately prior to such
     reclassification or share exchange would have been entitled.

                                       6
<PAGE>

          (iv)  All  calculations  under  this  Section  4 shall  be made to the
     nearest  cent or the  nearest  1/100th  of a share,  as the case may be. No
     adjustments in the Conversion Price shall be required if such adjustment is
     less than $0.01, provided, however, that any adjustments which by reason of
     this Section are not required to be made shall be carried forward and taken
     into account in any subsequent adjustment.

          (v)  Whenever  the  Conversion  Price is  adjusted  pursuant to either
     Section  4(c)(i) or (ii),  the Company shall promptly mail to each Holder a
     notice setting forth the Conversion Price after such adjustment and setting
     forth a brief statement of the facts requiring such adjustment.

          (vi) If (A)  the  Company  shall  declare  a  dividend  (or any  other
     distribution)  on the Common Stock; (B) the Company shall declare a special
     nonrecurring  cash dividend on or a redemption of the Common Stock; (C) the
     Company  shall  authorize  the  granting to all holders of the Common Stock
     rights or warrants to subscribe for or purchase any shares of capital stock
     of any class or of any rights;  (D) the approval of any stockholders of the
     Company shall be required in connection  with any  reclassification  of the
     Common Stock, any  consolidation or merger to which the Company is a party,
     any sale or  transfer  of all or  substantially  all of the  assets  of the
     Company,  of any  compulsory  share  exchange  whereby the Common  Stock is
     converted into other  securities,  cash or property;  (E) the Company shall
     authorize the voluntary or involuntary dissolution,  liquidation or winding
     up of the affairs of the Company;  then,  in each case,  the Company  shall
     cause to be filed at each  office or agency  maintained  for the purpose of
     conversion  of the Notes,  and shall  cause to be mailed to the  Holders at
     their last  addresses  as they  shall  appear  upon the stock  books of the
     Company,  at least 20  calendar  days  prior to the  applicable  record  or
     effective  date  hereinafter  specified,  a notice  stating (x) the date on
     which  a  record  is  to  be  taken  for  the  purpose  of  such  dividend,
     distribution,  redemption,  rights or warrants, or if a record is not to be
     taken, the date as of which the holders of the Common Stock of record to be
     entitled to such dividend,  distributions,  redemption,  rights or warrants
     are to be  determined  or (y) the  date  on  which  such  reclassification,
     consolidation,  merger,  sale,  transfer  or share  exchange is expected to
     become  effective  or close,  and the date as of which it is expected  that
     holders of the Common Stock of record  shall be entitled to exchange  their
     shares  of  the  Common  Stock  for  securities,  cash  or  other  property
     deliverable  upon  such  reclassification,   consolidation,  merger,  sale,
     transfer or share exchange,  provided, that the failure to mail such notice
     or any  defect  therein  or in the  mailing  thereof  shall not  affect the
     validity of the corporate  action  required to be specified in such notice.
     Holders are entitled to convert Notes during the 20-day  period  commencing
     the date of such notice to the effective date of the event  triggering such
     notice.

          (vii) In case of any (1) merger or  consolidation  of the Company with
     or into another Person,  or (2) sale by the Company of more than 60% of the
     assets of the Company (on an as valued basis) in one or a series of related
     transactions,  a Holder  shall  have the  right to (A) if  permitted  under
     Section 3(b) hereof,  exercise its rights of prepayment  under Section 3(a)
     with respect to such event,  (B) convert its aggregate  principal amount of
     Notes then outstanding into the shares of stock and other securities,  cash
     and  property  receivable  upon or deemed to be held by  holders  of Common
     Stock following such merger,  consolidation  or sale, and such Holder shall
     be  entitled  upon such event or series of related  events to receive  such
     amount of securities,  cash and property as the shares of Common Stock into
     which such  aggregate  principal  amount of Notes could have been converted
     immediately  prior to such merger,  consolidation  or sales would have been
     entitled, or (C) in the case of a merger or consolidation,  (x) require the
     surviving entity to issue  convertible  debentures in such face amount,  as
     the case may be, equal to the aggregate principal amount of Notes then held
     by such  Holder,  plus all accrued and unpaid  interest  and other  amounts
     owing thereon,  which newly issued  debentures  shall have terms  identical
     (including  with respect to conversion) to the terms of this Note and shall
     be  entitled to all of the rights and  privileges  of a Holder of Notes set
     forth  herein and the  agreements  pursuant  to which the Notes were issued
     (including,  without limitation,  as such rights relate to the acquisition,
     transferability,  registration  and  listing of such  shares of stock other
     securities issuable upon conversion  thereof),  and (y) simultaneously with
     the  issuance  of such  convertible  debentures,  shall  have the  right to
     convert  such  instrument  only into shares of stock and other  securities,
     cash and property receivable upon or deemed to be held by holders of Common
     Stock  following such merger or  consolidation.  In the case of clause (C),
     the conversion  price applicable for the newly issued shares of convertible
     preferred stock or convertible debentures shall be based upon the amount of
     securities, cash and property that each share of Common Stock would receive
     in such transaction and the Conversion Price in effect immediately prior to
     the  effectiveness or closing date for such  transaction.  The terms of any
     such  merger,  sale or  consolidation  shall  include  such  terms so as to
     continue to give the Holders the right to receive the securities,  cash and
     property  set  forth in this  Section  upon any  conversion  or  redemption
     following such event.  This provision  shall  similarly apply to successive
     such events.

                                       7
<PAGE>

     (d) The  Company  covenants  that it will at all  times  reserve  and  keep
available out of its authorized  and unissued  shares of Common Stock solely for
the  purpose  of  issuance  upon  conversion  of  the  Notes,  including  shares
underlying the Warrants and Conversion Warrants,  each as herein provided,  free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holders,  not less than such number of shares of the Common Stock
as  shall  (subject  to  any  additional  requirements  of  the  Company  as  to
reservation  of such  shares set forth in the  Purchase  Agreement)  be issuable
(taking into account the adjustments and  restrictions of Section 4(b)) upon the
conversion  of the  outstanding  principal  amount of the Notes and  payment  of
interest  hereunder.  The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly and validly  authorized,  issued
and fully paid, and nonassessable.

     (e) Upon a conversion  hereunder the Company shall not be required to issue
stock certificates representing fractions of shares of the Common Stock, but may
if otherwise permitted,  make a cash payment in respect of any final fraction of
a share based on the Closing Price at such time.  If the Company  elects not, or
is unable, to make such a cash payment, the Holder shall be entitled to receive,
in lieu of the final fraction of a share, one whole share of Common Stock.

     (f) The issuance of certificates  for securities on conversion of the Notes
shall be made without charge to the Holders thereof for any documentary stamp or
similar  taxes that may be payable in respect of the issue or  delivery  of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer  involved in the issuance and delivery
of any such  certificate upon conversion in a name other than that of the Holder
of such Notes so  converted  and the  Company  shall not be required to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     (g) Any  and all  notices  or  other  communications  or  deliveries  to be
provided by the Holders hereunder, including, without limitation, any Conversion
Notice, shall be in writing and delivered  personally,  by facsimile,  sent by a
nationally  recognized  overnight  courier  service  or  sent  by  certified  or
registered  mail,  postage  prepaid,  addressed to the Company,  at 8115 NW 29th
Street,  Miami,  FL 33122 ,  Facsimile  No.:  (305)  477-6703,  attention  Chief
Financial Officer,  or such other address or facsimile number as the Company may
specify for such purposes by notice to the Holders  delivered in accordance with
this Section.  Any and all notices or other  communications  or deliveries to be
provided by the Company hereunder shall be in writing and delivered  personally,
by facsimile,  sent by a nationally recognized overnight courier service or sent
by certified or registered mail,  postage  prepaid,  addressed to each Holder at
the facsimile  telephone number or address of such Holder appearing on the books
of the Company,  or if no such facsimile telephone number or address appears, at
the principal place of business of the Holder. Any notice or other communication
or deliveries  hereunder  shall be deemed given and effective on the earliest of
(i) the date of  transmission,  if such notice or communication is delivered via
facsimile at the facsimile  telephone  number specified in this Section prior to
6:30 p.m. (New York City time), (ii) the date after the date of transmission, if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section later than 6:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) four days after deposit in the United  States mail,  (iv) the Business Day
following  the  date of  mailing,  if sent by  nationally  recognized  overnight
courier service,  or (v) upon actual receipt by the party to whom such notice is
required to be given.

                                       8
<PAGE>

Section 5. Prepayment.

     (a) The Company  shall have the right at any time,  upon ten Trading  Days'
notice  to the  Holders  (a  "Prepayment  Notice"  and the date  such  notice is
received by the Holders,  the "Notice Date"), to prepay, in full or in part, the
principal  amount of the Notes then held by the Holders at a cash price equal to
the principal amount to be prepaid plus all accrued interest thereon, subject to
the  Holder's  continuing  right to receive  Warrants in lieu of  interest  (the
"Prepayment Price"). The prepayment contemplated by this Section shall occur pro
rata among the Holders by reference to the  original  principal  amount of Notes
acquired by all Holders on the Original Issue Date.

     (b) The  Prepayment  Price is due on the tenth  Trading Day  following  the
Notice Date (the  "Prepayment  Date").  If any portion of the  Prepayment  Price
shall not be paid by the  Company  by  expiration  of such  tenth  Trading  Day,
interest  shall accrue thereon at the rate of 18% per annum (or the maximum rate
permitted by applicable law,  whichever is less) until the Prepayment Price plus
all such interest is paid in full. In addition, if any portion of the Prepayment
Price remains unpaid after such date, the Holders subject to such prepayment may
elect,  by  written  notice  to the  Company  given at any time  thereafter,  to
invalidate ab initio such prepayment,  notwithstanding anything herein contained
to the contrary.  If a Holder elects to invalidate  such  prepayment the Company
shall  promptly,  and,  in any event,  not later than  three  Trading  Days from
receipt of such Holder's  notice of such election,  return to such Holder all of
the  Notes  for which  the  Prepayment  Price  shall not have been paid in full.
Notwithstanding  anything  herein to the  contrary,  the Holders may convert any
portion of the outstanding  principal  amount of this Note which is subject to a
Prepayment Notice on or before the Prepayment Date.

     (c) If, prior to the Maturity Date, the Company  receives net proceeds from
the  Private  Placement  in an amount in excess  of $4.5  million  (the  "Excess
Proceeds"),  the Company  shall,  within five (5) business  days  following  the
receipt of such Excess Proceeds, prepay the Notes, pro rata among the Holders by
reference to the original  principal  amount of the Notes, in an amount equal to
the lesser of the Excess Proceeds or the remaining  outstanding principal amount
of the Notes plus accrued but unpaid interest.  Such prepayment shall be applied
first to the payment of any accrued but unpaid interest on the Notes and then to
the outstanding principal.

     Section 6. Definitions.  For the purposes hereof, the following terms shall
have the following meanings:

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York or the State of Florida  are  authorized  or  required  by law or other
government action to close.

     "Change  of  Control  Transaction"  means the  occurrence  of any of (i) an
acquisition  after the date hereof by an  individual  or legal entity or "group"
(as  described  in Rule  13d-5(b)(1)  promulgated  under  the  Exchange  Act) of
effective  control  (whether  through legal or  beneficial  ownership of capital
stock of the  Company,  by  contract  or  otherwise)  of in excess of 40% of the
voting  securities of the Company in a transaction or series of transactions not
approved by the Board of  directors of the Company,  (ii) a  replacement  at one
time or over time of more than one-half of the members of the Company's board of
directors  which is not  approved  by a majority  of those  individuals  who are
members of the board of  directors  on the date hereof (or by those  individuals
who are  serving  as  members  of the  board  of  directors  on any  date  whose
nomination  to the board of directors  was approved by a majority of the members
of the board of directors who are members on the date hereof),  (iii) the merger
of the  Company  with or into  another  entity that is not  wholly-owned  by the
Company,  consolidation  or sale of 60% or more of the assets of the  Company in
one or a series of related transactions, or (iv) the execution by the Company of
an agreement to which the Company is a party or by which it is bound,  providing
for any of the events set forth above in (i), (ii) or (iii).

                                       9
<PAGE>

     "Closing  Price" means on any particular  date (a) the  closing sales price
per share of  Common  Stock on such  date on the  NASDAQ  or on such  Subsequent
Market on which the  shares of Common  Stock are then  listed or  quoted,  or if
there is no such price on such date,  then the closing sales price on the NASDAQ
or on such Subsequent  Market on the date nearest preceding such date, or (b) if
the  shares of Common  Stock  are not then  listed or quoted on the  NASDAQ or a
Subsequent  Market,  the closing  sales price for a share of Common Stock in the
OTC Bulletin Board, as reported by the National Quotation Bureau Incorporated or
similar  organization or agency succeeding to its functions of reporting prices)
at the close of business on such date,  or (c) if the shares of Common Stock are
not then  reported by the National  Quotation  Bureau  Incorporated  (or similar
organization or agency  succeeding to its functions of reporting  prices),  then
the average of the "Pink Sheet" quotes for the relevant  conversion  period,  as
determined in good faith by the Holder, or (d) if the shares of Common Stock are
not then  publicly  traded the fair market  value of a share of Common  Stock as
determined  by an Appraiser  selected in good faith by the Holders of a majority
in interest of the principal amount of Notes then outstanding.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the common stock,  $.00001 par value per share, of the
Company and stock of any other class into which such shares may  hereafter  have
been reclassified or changed.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Loan Agreement" means the Bridge Loan Agreement,  dated as of the Original
Issue  Date,  to which the  Company  and the  original  Holder are  parties,  as
amended,  modified  or  supplemented  from time to time in  accordance  with its
terms.

     "Original  Issue  Date"  shall mean the date of the first  issuance  of the
Notes  regardless  of the number of transfers of any Note and  regardless of the
number of instruments which may be issued to evidence such Note.

     "Person" means a corporation, an association, a partnership,  organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Trading  Day"  means  (a) a  day on which the  shares of Common  Stock are
traded on the NASDAQ or on such Subsequent  Market on which the shares of Common
Stock are then  listed or quoted,  or (b) if the shares of Common  Stock are not
listed on the NASDAQ or a Subsequent Market, a day on which the shares of Common
Stock are traded in the over-the-counter market, as reported by the OTC Bulletin
Board,  or (c) if the shares of Common  Stock are not quoted on the OTC Bulletin
Board,   a  day  on  which  the  shares  of  Common  Stock  are  quoted  in  the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices);  provided,  that in the event that the shares of Common Stock
are not listed or quoted as set forth in (a),  (b) and (c) hereof,  then Trading
Day shall mean any day  except  Saturday,  Sunday  and any day which  shall be a
legal  holiday or a day on which banking  institutions  in the State of New York
are  authorized  or  required  by law  or  other  government  action  to  close.
"Transaction Documents" shall have the meaning set forth in the Loan Agreement.

                                       10
<PAGE>

     "Underlying Shares" means the securities issuable upon conversion of Notes,
shares of Common Stock underlying warrants issuable upon conversion of Notes, or
the shares of Common Stock underlying  warrants  issuable as payment of interest
in accordance with the terms hereof.

     Section 7. Except as expressly  provided herein,  no provision of this Note
shall alter or impair the  obligation  of the  Company,  which is  absolute  and
unconditional, to pay the principal of, interest and liquidated damages (if any)
on, this Note at the time, place, and rate, and in the coin or currency,  herein
prescribed.  This Note is a direct  obligation  of the Company.  This Note ranks
pari  passu with all other  Notes now or  hereafter  issued  under the terms set
forth herein. As long as there are Notes outstanding,  the Company shall not and
shall cause it  subsidiaries  not to,  without the consent of the  Holders,  (i)
amend its certificate of incorporation,  bylaws or other charter documents so as
to adversely affect any rights of the Holders;  (ii) repay,  repurchase or offer
to repay,  repurchase or otherwise  acquire  shares of its Common Stock or other
equity securities other than as to the Underlying Shares to the extent permitted
or required under the Transaction  Documents;  or (iii) enter into any agreement
with respect to any of the  foregoing;  or (iv) incur  additional  indebtedness,
other than  indebtedness  ranking  junior to the  Notes.  The  Company  may only
voluntarily  prepay the outstanding  principal amount on the Notes in accordance
with Section 5 hereof.

     Section 8. This Note shall not entitle the Holder to any of the rights of a
stockholder of the Company,  including without limitation, the right to vote, to
receive  dividends and other  distributions,  or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and to the extent  converted into shares of Common Stock in accordance  with the
terms hereof.

     Section 9. If this Note shall be mutilated,  lost, stolen or destroyed, the
Company shall  execute and deliver,  in exchange and  substitution  for and upon
cancellation of a mutilated  Note, or in lieu of or in substitution  for a lost,
stolen or destroyed  Note, a new Note for the  principal  amount of this Note so
mutilated,  lost,  stolen or destroyed but only upon receipt of evidence of such
loss,  theft or  destruction  of such Note,  and of the  ownership  hereof,  and
indemnity, if requested, all reasonably satisfactory to the Company.

     Section  10. No  indebtedness  of the  Company,  except  for the 6% secured
Convertible Debentures in the original principal amount of $3,000,000, is senior
to this Note in right of payment,  whether with respect to interest,  damages or
upon liquidation or dissolution or otherwise.  The Company will not and will not
permit any of its subsidiaries to, directly or indirectly,  enter into,  create,
incur,  assume  or  suffer to exist  any  indebtedness  of any kind,  on or with
respect to any of its property or assets now owned or hereafter  acquired or any
interest  therein or any income or profits  therefrom  that is senior to or pari
passu with the indebtedness under this Note.

     Section 11. This Note shall be governed by and construed in accordance with
the laws of the State of Florida,  without  giving  effect to  conflicts of laws
thereof.  The Company and the Holder hereby irrevocably submits to the exclusive
jurisdiction  of the state and federal courts sitting in the City of Miami,  for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally subject to the jurisdiction of any such court, or that
such suit, action or proceeding is improper.  Each of the Company and the Holder
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit,  action or proceeding by receiving a copy thereof
sent to the  Company  at the  address  in effect  for  notices  to it under this
instrument  and agrees that such service shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

                                       11
<PAGE>

     Section  12.  Any  waiver by the  Company  or the Holder of a breach of any
provision  of this Note shall not operate as or be  construed  to be a waiver of
any other breach of such  provision  or of any breach of any other  provision of
this Note.  The  failure of the  Company  or the  Holder to insist  upon  strict
adherence  to any  term of  this  Note on one or  more  occasions  shall  not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing.

     Section  13.  If  any  provision  of  this  Note  is  invalid,  illegal  or
unenforceable,  the  balance  of this Note shall  remain in  effect,  and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and  circumstances.  If it shall be found
that any interest or other amount deemed  interest due  hereunder  shall violate
applicable laws governing  usury,  the applicable rate of interest due hereunder
shall  automatically be lowered to equal the maximum permitted rate of interest.
The Company  covenants  (to the extent that it may lawfully do so) that it shall
not at any time insist upon,  plead, or in any manner  whatsoever  claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would  prohibit  or forgive  the  Company  from paying all or any portion of the
principal of or interest on the Notes as contemplated herein,  wherever enacted,
now or at any time hereafter in force,  or which may affect the covenants or the
performance of this indenture, and the Company (to the extent it may lawfully do
so) hereby  expressly  waives all  benefits or  advantage  of any such law,  and
covenants that it will not, by resort to any such law, hinder,  delay or impeded
the  execution  of any power herein  granted to the Holder,  but will suffer and
permit the execution of every such as though no such law has been enacted.

     Section 14. Whenever any payment or other obligation hereunder shall be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding Business Day.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]


                                       12
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Collateralized  Convertible
Bridge Loan Note to be duly executed by a duly authorized officer as of the date
first above indicated.


                                                FUSION NETWORKS HOLDINGS, INC.




                                                 By:
                                                    --------------------------
                                                 Name:
                                                 Title:

                                       13
<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION


(To be Executed by the Registered Holder
in order to Convert the Note)

The  undersigned  hereby elects to convert the attached Note into  securities of
Fusion  Networks  Holdings  Inc.  (the  "Company")  according to the  conditions
hereof,  as of the date written below. If shares are to be issued in the name of
a person other than  undersigned,  the  undersigned  will pay all transfer taxes
payable with respect thereto and is delivering  herewith such  certificates  and
opinions as reasonably requested by the Company in accordance therewith.  No fee
will be  charged  to the holder  for any  conversion,  except for such  transfer
taxes, if any.

Conversion calculations:
                                -------------------------------------------
                                Date to Effect Conversion


                                -------------------------------------------
                                Principal Amount of Notes to be Converted


                                -------------------------------------------
                                Title of Securities to be Issued


                                -------------------------------------------
                                Number of Securities to be Issued


                                -------------------------------------------
                                Conversion Price


                                -------------------------------------------
                                Signature


                                -------------------------------------------
                                Name


                                -------------------------------------------
                                Address