LOAN AGREEMENT

     LOAN AGREEMENT  (this  "Agreement"),  dated as of October ___, 2000,  among
Fusion Networks Holdings, Inc., a Delaware corporation (the "Company"),  and the
lenders  signatory  hereto  (each such lender is a "Lender" and all such lenders
are, collectively, the "Lenders").

     WHEREAS, the Company is presently engaged in efforts to raise $5,000,000 of
capital through the private placement (the "Private  Placement") of common stock
(the "Common Stock") and warrants (the "Warrants");

     WHEREAS,  the Lenders have agreed to loan to the Company an aggregate of up
to $1,500,000  pending  closing of the Private  Placement,  and,  subject to the
terms and  conditions  set forth in this  Agreement,  the  Company has agreed to
issue to the Lenders (1) an  aggregate  principal  amount of  $1,500,000  of 12%
Convertible  Bridge Loan Notes due December 31, 2000, which shall be in the form
of  Exhibit  A (the  "Notes"),  and  which are  convertible  into  shares of the
Company's  Common  Stock and  Warrants on terms  substantially  identical to the
terms of the Private  Placement,  and (2) a five year  warrant (the "Bridge Loan
Warrants") to purchase shares of Common Stock for each $4.00 loaned, which shall
be in the form of Exhibit B attached hereto, and which is exercisable at a price
equal to 150% of the closing  price of the Common  Stock on the last trading day
prior to Closing (as defined below).

     NOW, THEREFORE,  IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy are hereby acknowledged, the Company and the Lenders agree as follows:

                                    ARTICLE I
                                      LOAN

     1.1  The Closing.

     (a) The Closing.  (i) Subject to the terms and conditions set forth in this
Agreement,  the Lender agrees to loan (the "Loan") to the Company the amount set
forth on the  signature  page  hereof.  The closing of the Loan (the  "Closing")
shall take place at the offices of the Company at 8115 N.W. 29th Street,  Miami,
Florida 33122, immediately following the execution hereof or such place and time
as the parties shall agree.  The date of the Closing is hereinafter  referred to
as the "Closing Date."

          (ii) On the Closing Date,  the parties shall deliver or shall cause to
     be delivered  the  following:  (A) the Company shall deliver to each Lender
     (1) the  Notes in the  aggregate  principal  amount  indicated  below  such
     Lender's name on the signature  page to this  Agreement,  (2) a Bridge Loan
     Warrant to purchase  the number of shares of Common Stock  indicated  below
     such  Lender's  name on the signature  page to this  Agreement,  and (3) an
     executed  Agreement,  and; (B) each Lender shall  deliver (1) the amount of
     the Loan  indicated  below such Lender's name on the signature page to this
     Agreement in United States dollars in immediately  available  funds by wire
     transfer  to an  account  designated  in writing  by the  Company  for such
     purpose, and (2) an executed Agreement.

<PAGE>


          1.2  Certain  Defined  Terms.  For  purposes  of this  Agreement,  (a)
     "Conversion  Price," "Original Issue Date" and "Trading Day" shall have the
     meanings  set forth in the  Notes;  (b)  "Business  Day" shall mean any day
     except Saturday,  Sunday and any day which shall be a federal 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  governmental
     action to close;  and (c)  "Person"  means an  individual  or  corporation,
     partnership,  trust,  incorporated  or  unincorporated  association,  joint
     venture, limited liability company, joint stock company,  government (or an
     agency or subdivision thereof) or other entity of any kind.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     2.1 Representations and Warranties of the Company. The Company hereby makes
the following representations and warranties to the Lenders:

          (a) Organization and Qualification.  The Company is a corporation duly
     incorporated,  validly  existing and in good standing under the laws of the
     State of Delaware with the requisite  corporate  power and authority to own
     and use its properties and assets and to carry on its business as currently
     conducted.   Each  of  the   Company's   subsidiaries   (collectively   the
     "Subsidiaries")  is an entity,  duly  incorporated or otherwise  organized,
     validly existing and in good standing under the laws of the jurisdiction of
     its incorporation or organization (as applicable), with the requisite power
     and authority to own and use its  properties and assets and to carry on its
     business as currently  conducted.  Each of the Company and the Subsidiaries
     is duly  qualified  to do  business  and is in good  standing  as a foreign
     corporation  in each  jurisdiction  in which  the  nature  of the  business
     conducted  or  property  owned by it makes  such  qualification  necessary,
     except  where the failure to be so qualified  or in good  standing,  as the
     case may be, could not,  individually  or in the  aggregate,  (x) adversely
     affect the  legality,  validity or  enforceability  of the  Securities  (as
     defined below) or any of this Agreement,  the Notes, the Warrants, (y) have
     or result  in a  material  adverse  effect on the  results  of  operations,
     assets, prospects, or condition (financial or otherwise) of the Company and
     the  Subsidiaries,  taken as a whole, or (z) adversely impair the Company's
     ability to perform fully on a timely basis its obligations under any of the
     Transaction  Documents  (any  of  (x),  (y) or  (z),  a  "Material  Adverse
     Effect").

          (b)  Authorization;   Enforcement.   The  Company  has  the  requisite
     corporate  power  and  authority  to  enter  into  and  to  consummate  the
     transactions   contemplated  by  each  of  the  Transaction  Documents  and
     otherwise  to carry  out its  obligations  thereunder.  The  execution  and
     delivery  of each  of the  Transaction  Documents  by the  Company  and the
     consummation by it of the transactions  contemplated thereby have been duly
     authorized  by all  necessary  action  on the  part of the  Company  and no
     further  action  is  required  by the  Company.  Each  of  the  Transaction
     Documents  has been duly  executed by the Company and,  when  delivered (or
     filed,  as the  case may be) in  accordance  with the  terms  hereof,  will
     constitute  the valid and binding  obligation  of the  Company  enforceable
     against the Company in accordance  with its terms.  Neither the Company nor
     any  Subsidiary is in violation of any of the  provisions of its respective
     certificate or articles of incorporation,  by-laws or other  organizational
     or charter documents.


                                       2
<PAGE>

          (c)  Issuance  of the Notes and Bridge  Loan  Warrants.  The Notes and
     Bridge Loan Warrants are duly  authorized  and, when issued and paid for in
     accordance with the terms hereof, will be duly and validly issued, free and
     clear of all liens,  encumbrances  and rights of first  refusal of any kind
     (collectively,  "Liens").  The Company has on the date hereof and will,  at
     all times while the Notes are outstanding,  maintain an adequate reserve of
     duly  authorized  shares of Common  Stock,  reserved  for  issuance  to the
     holders of the Notes and the Bridge Loan Warrants,  to enable it to perform
     its conversion,  exercise and other obligations  under this Agreement,  the
     Notes and the  Bridge  Loan  Warrants,  including  the  issuance  of shares
     pursuant to the  conversion  of the Notes and the  exercise of the Warrants
     issuable upon  conversion of the Notes,  including  conversions  of accrued
     interest. All such authorized shares of Common Stock shall be duly reserved
     for issuance to the holders of the Notes,  the Bridge Loan Warrants and the
     Warrants.  The shares of Common Stock issuable upon conversion of the Notes
     and  upon  exercise  of the  Warrants  and the  Bridge  Loan  Warrants  are
     collectively  referred to herein as the "Underlying Shares." The Notes, the
     Warrants,   the  Bridge  Loan  Warrants  and  the  Underlying   Shares  are
     collectively  referred  to herein  as,  the  "Securities."  When  issued in
     accordance with the Notes,  the Warrants and the Bridge Loan Warrants,  the
     Underlying Shares will be duly authorized,  validly issued,  fully paid and
     nonassessable, free and clear of all Liens.

          (d) No  Conflicts.  The  execution,  delivery and  performance  of the
     Transaction Documents by the Company and the consummation by the Company of
     the transactions contemplated thereby do not and will not (i) conflict with
     or violate any provision of the Company's or any  Subsidiary's  certificate
     or articles of  incorporation,  bylaws or other charter  documents (each as
     amended through the date hereof), or (ii) subject to obtaining the Required
     Approvals (as defined below), conflict with, or constitute a default (or an
     event  which with  notice or lapse of time or both would  become a default)
     under, or give to others any rights of termination, amendment, acceleration
     or  cancellation  (with or without  notice,  lapse of time or both) of, any
     agreement,  credit facility, debt or other instrument (evidencing a Company
     or  Subsidiary  debt or  otherwise)  or other  understanding  to which  the
     Company or any  Subsidiary  is a party or by which any property or asset of
     the Company or any  Subsidiary  is bound or affected,  or (iii) result in a
     violation of any law, rule, regulation, order, judgment, injunction, decree
     or other  restriction of any court or  governmental  authority to which the
     Company or a Subsidiary is subject  (including federal and state securities
     laws and regulations),  or by which any property or asset of the Company or
     a Subsidiary  is bound or  affected;  except in the case of each of clauses
     (ii) and (iii), as could not, individually or in the aggregate,  reasonably
     be expected to have or result in a Material Adverse Effect. The business of
     the Company is not being  conducted in  violation of any law,  ordinance or
     regulation of any  governmental  authority,  except for  violations  which,
     individually or in the aggregate,  could not reasonably be expected to have
     or result in a Material Adverse Effect.

          (e)  Filings,  Consents  and  Approvals.  Neither  the Company nor any
     Subsidiary  is required to obtain any  consent,  waiver,  authorization  or
     order of, give any notice to, or make any filing or registration  with, any
     court or other federal,  state,  local or other  governmental  authority or
     other Person in connection with the execution,  delivery and performance by
     the  Company of the  Transaction  Documents,  other than in all other cases
     where the failure to obtain such consent,  waiver,  authorization or order,
     or to give  such  notice  or make such  filing  or  registration  could not
     reasonably  be  expected  to  have or  result  in,  individually  or in the
     aggregate,   a  Material  Adverse  Effect   (collectively,   the  "Required
     Approvals").

                                       3
<PAGE>

          (f) Litigation; Proceedings. There is no action, suit, inquiry, notice
     of violation,  proceeding or investigation  pending or, to the knowledge of
     the  Company,  threatened  against or  affecting  the Company or any of its
     Subsidiaries or any of their respective  properties before or by any court,
     arbitrator,  governmental or administrative  agency or regulatory authority
     (federal,  state,  county,  local or foreign)  (collectively,  an "Action")
     which (i)  adversely  affects  or  challenges  the  legality,  validity  or
     enforceability  of any of the  Transaction  Documents or the  Securities or
     (ii) could,  individually  or in the  aggregate,  reasonably be expected to
     have or result in a Material Adverse Effect.

          (g) No Default or  Violation.  Neither the Company nor any  Subsidiary
     (i) is in default under or in violation of (and no event has occurred which
     has not been  waived  which,  with  notice or lapse of time or both,  would
     result in a default by the Company or any  Subsidiary  under),  nor has the
     Company or any Subsidiary  received notice of a claim that it is in default
     under  or  that it is in  violation  of,  any  indenture,  loan  or  credit
     agreement or any other agreement or instrument to which it is a party or by
     which it or any of its  properties  is bound,  (ii) is in  violation of any
     order  of any  court,  arbitrator  or  governmental  body,  or  (iii) is in
     violation of any statute, rule or regulation of any governmental authority,
     in each  case of  clauses  (i),  (ii) or (iii)  above,  except as could not
     individually or in the aggregate,  reasonably be expected to have or result
     in a Material Adverse Effect.

          (h) Private Offering. Assuming the accuracy of the representations and
     warranties  of the  Lenders set forth in  Sections  2.2(b)-(g),  the offer,
     issuance and sale of the Securities to the Lenders as  contemplated  hereby
     are exempt from the  registration  requirements  of the  Securities  Act of
     1933, as amended (the "Securities Act"). Neither the Company nor any Person
     acting on its  behalf  has taken or is, to the  knowledge  of the  Company,
     contemplating taking any action which could subject the offering,  issuance
     or  sale  of  the  Securities  to  the  registration  requirements  of  the
     Securities Act including soliciting any offer to buy or sell the Securities
     by means of any form of general solicitation or advertising.

          (i) SEC  Documents;  Financial  Statements.  The Company has filed all
     reports  required to be filed by it under the  Securities  Exchange  Act of
     1934, as amended (the "Exchange Act"),  including pursuant to Section 13(a)
     or 15(d)  thereof,  for the two years  preceding  the date  hereof (or such
     shorter  period as the Company was  required by law to file such  material)
     (the foregoing materials being collectively  referred to herein as the "SEC
     Documents"  and,  together  with  the  Schedules  to  this  Agreement,  the
     "Disclosure Materials") on a timely basis or has received a valid extension
     of such time of filing  and has filed any such SEC  Documents  prior to the
     expiration of any such extension.  As of their  respective  dates,  the SEC
     Documents  complied in all material  respects with the  requirements of the
     Exchange Act and the rules and  regulations of the  Commission  promulgated
     thereunder, and none of the SEC Documents, when filed, contained any untrue
     statement of a material  fact or omitted to state a material  fact required
     to be stated therein or necessary in order to make the statements  therein,
     in light of the  circumstances  under which they were made, not misleading.
     All  material  agreements  to which the  Company is a party or to which the
     property or assets of the  Company are subject  have been filed as exhibits
     to the SEC Documents as required.  The financial  statements of the Company
     included  in the  SEC  Documents  comply  in  all  material  respects  with
     applicable  accounting  requirements  and the rules and  regulations of the
     Commission  with respect  thereto as in effect at the time of filing.  Such
     financial  statements  have been  prepared  in  accordance  with  generally
     accepted  accounting  principles  applied on a consistent  basis during the
     periods  involved  ("GAAP"),  except as may be otherwise  specified in such
     financial  statements  or the notes  thereto,  and  fairly  present  in all
     material   respects  the   financial   position  of  the  Company  and  its
     consolidated  subsidiaries  as of and for the dates thereof and the results
     of operations  and cash flows for the periods then ended,  subject,  in the
     case  of  unaudited  statements,  to  normal,  immaterial,  year-end  audit
     adjustments.  Since June 30, 2000, except as specifically  disclosed in the
     SEC Documents,  (a) there has been no event, occurrence or development that
     has had or that  could  reasonably  be  expected  to result  in a  Material
     Adverse   Effect,   (b)  the  Company  has  not  incurred  any  liabilities
     (contingent  or  otherwise)  other  than (x)  liabilities  incurred  in the
     ordinary  course  of  business   consistent  with  past  practice  and  (y)
     liabilities  not  required  to be  reflected  in  the  Company's  financial
     statements  pursuant to GAAP or required to be  disclosed  in filings  made
     with  the  Commission,  (c) the  Company  has not  altered  its  method  of
     accounting  or the  identity  of its  auditors  and (d) the Company has not
     declared or made any payment or  distribution  of cash or other property to
     its  stockholders  or officers or directors  (other than in compliance with
     existing  Company stock option plans) with respect to its capital stock, or
     purchased,  redeemed  (or made any  agreements  to  purchase or redeem) any
     shares of its capital stock.

                                       4
<PAGE>

          (j)  Investment  Company.  The Company is not, and is not an Affiliate
     (as  defined  in Rule 405 under  the  Securities  Act) of,  an  "investment
     company"  within the  meaning of the  Investment  Company  Act of 1940,  as
     amended.

          (k)  Certain  Fees.  No fees or  commissions  will be  payable  by the
     Company to any broker,  financial advisor or consultant,  finder, placement
     agent,  investment  banker,  bank  or  other  Person  with  respect  to the
     transactions  contemplated  by this  Agreement.  The Lenders  shall have no
     obligation  with  respect to any fees or with respect to any claims made by
     or on  behalf  of other  Persons  for fees of a type  contemplated  in this
     Section that may be due in connection with the transactions contemplated by
     this Agreement.  The Company shall indemnify and hold harmless the Lenders,
     their  employees,  officers,  directors,  agents,  and partners,  and their
     respective Affiliates,  from and against all claims, losses, damages, costs
     (including  the costs of  preparation  and  attorney's  fees) and  expenses
     suffered in respect of any such claimed or existing  fees, as such fees and
     expenses are incurred.

          (l) Solicitation Materials.  Neither the Company nor any Person acting
     on the  Company's  behalf  has  solicited  any  offer  to buy or  sell  the
     Securities by means of any form of general solicitation or advertising.

          (m) Seniority. Except for the 6% Secured Convertible Debentures in the
     aggregate amount of $3,000,000 (the "Debenture Placement"), no indebtedness
     of the  Company is senior to the Notes in right of  payment,  whether  upon
     liquidation or dissolution, or otherwise.

          (n) Regulatory Permits.  The Company and its Subsidiaries  possess all
     certificates, authorizations and permits issued by the appropriate Federal,
     state  or  foreign  regulatory   authorities  necessary  to  conduct  their
     respective  businesses as described in the SEC Documents,  except where the
     failure  to  possess  such  permits  could  not,  individually  or  in  the
     aggregate,  reasonably be expected to have or result in a Material  Adverse
     Effect  ("Material  Permits"),   and  neither  the  Company  nor  any  such
     Subsidiary  has  received  any  notice  of  proceedings   relating  to  the
     revocation or modification of any Material Permit.

                                       5
<PAGE>

          (o) Title. Except for the pledge of stock of Marketing Services Group,
     Inc. pursuant to the Debenture Placement,  the Company and the Subsidiaries
     have good and marketable  title in fee simple to all real property owned by
     them which is material to the business of the Company and its  Subsidiaries
     and good and marketable title in all personal  property owned by them which
     is material to the  business of the Company and its  Subsidiaries,  in each
     case free and clear of all  Liens,  except  for Liens as do not  materially
     affect the value of such  property and do not  interfere  with the use made
     and  proposed  to  be  made  of  such  property  by  the  Company  and  its
     Subsidiaries.  Any real  property  and  facilities  held under lease by the
     Company and its Subsidiaries  are held by them under valid,  subsisting and
     enforceable  leases  of  which  the  Company  and its  Subsidiaries  are in
     compliance  and do not interfere  with the use made and proposed to be made
     of such property and buildings by the Company and its Subsidiaries.

          (p) Absence of Certain  Proceedings.  Except as  described  in the SEC
     Documents,  (i) there is no Action  pending  or,  to the  knowledge  of the
     Company,  threatened  against  the  Company,  in any such case  wherein  an
     unfavorable  decision,  ruling or finding  could  reasonably be expected to
     have or result in a Material  Adverse Effect;  (ii) neither the Company nor
     any  Subsidiary,  nor any director or officer  thereof,  is or has been the
     subject of any Action  involving  (A) a claim of  violation of or liability
     under  federal  or  state  securities  laws or (B) a  claim  of  breach  of
     fiduciary  duty;  (iii)  the  Company  does not  have  pending  before  the
     Commission any request for  confidential  treatment of information  and the
     Company has no knowledge  of any expected  such request that would be made;
     and (iv)  there has not been,  and to the best of the  Company's  knowledge
     there is not pending or contemplated,  any  investigation by the Commission
     involving  the Company or any current or former  director or officer of the
     Company.

          (q) Labor  Relations.  No  material  labor  problem  exists or, to the
     knowledge of the Company,  is imminent with respect to any of the employees
     of the Company.

          (r)  Disclosure.  The Company  confirms  that neither it nor any other
     Person  acting on its behalf has  provided any of the Lenders or its agents
     or  counsel  with any  information  that  constitutes  or might  constitute
     material non-public information.  The Company understands and confirms that
     the Lenders shall be relying on the foregoing  representations in effecting
     transactions in securities of the Company.  All disclosure  provided to the
     Lenders   regarding  the  Company,   its  business  and  the   transactions
     contemplated hereby,  including the Schedules to this Agreement,  furnished
     by or on behalf of the  Company are true and correct and do not contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     necessary in order to make the  statements  made  therein,  in light of the
     circumstances under which they were made, not misleading.

     2.2 Representations  and Warranties of the Lenders.  Each Lender hereby for
itself  and for no other  Lender  represents  and  warrants  to the  Company  as
follows:

          (a)  Authority.  The Loan has been duly  authorized  by all  necessary
     action  on the part of such  Lender.  This  Agreement  and the  Transaction
     Documents  have been duly  executed by such Lender,  and when  delivered by
     such Lender in accordance with the terms hereof,  will constitute the valid
     and legally binding  obligations of such Lender,  enforceable against it in
     accordance with their terms.


                                       6
<PAGE>

          (b) Investment  Intent.  Such Lender, in making the Loan, is acquiring
     the  Securities  as principal for its own account for  investment  purposes
     only  and  not  with  a view  to or  for  distributing  or  reselling  such
     Securities  or any  part  thereof,  without  prejudice,  however,  to  such
     Lender's right,  subject to the provisions of this Agreement,  at all times
     to sell or otherwise dispose of all or any part of such Securities pursuant
     to an effective  registration  statement  under the  Securities  Act and in
     compliance  with applicable  federal and state  securities laws or under an
     exemption from such registration.  Nothing contained herein shall be deemed
     a  representation  or warranty by such  Lender to hold  Securities  for any
     amount of time.  Such Lender is acquiring the  Securities  hereunder in the
     ordinary course of its business. Such Lender does not have any agreement or
     understanding,  directly or  indirectly,  with any Person to distribute any
     Securities.

          (c) Lender Status.  At the time such Lender was offered the Notes,  it
     was, and at the date hereof it is, and at each  conversion or exercise date
     relative to the Notes,  the Warrants or the Bridge Loan  Warrants,  it will
     be, an "accredited investor" as defined in Rule 501(a) under the Securities
     Act.  Such Lender has not been formed  solely for the purpose of  acquiring
     the Securities.

          (d) Experience of such Lender.  Such Lender,  either alone or together
     with its representatives, has such knowledge, sophistication and experience
     in business and  financial  matters so as to be capable of  evaluating  the
     merits and risks of the prospective  investment in the Securities,  and has
     so evaluated the merits and risks of such investment.

          (e) Ability of such Lender to Bear Risk of Investment.  Such Lender is
     able to bear the economic risk of an investment in the  Securities  and, at
     the present time, is able to afford a complete loss of such investment.

          (f)  Access  to  Information.  Such  Lender  acknowledges  that it has
     reviewed the Disclosure Materials and has been afforded (i) the opportunity
     to ask such questions as it has deemed necessary of, and to receive answers
     from, representatives of the Company concerning the terms and conditions of
     the offering of the Securities and the merits and risks of investing in the
     Securities;  (ii) access to information about the Company and the Company's
     financial   condition,   results  of  operations,   business,   properties,
     management   and  prospects   sufficient  to  enable  it  to  evaluate  its
     investment; and (iii) the opportunity to obtain such additional information
     which the Company possesses or can acquire without  unreasonable  effort or
     expense  that is  necessary to make an informed  investment  decision  with
     respect to the  investment and to verify the accuracy and  completeness  of
     the  information  contained  in  the  Disclosure  Materials.  Neither  such
     inquiries  nor any other  investigation  conducted  by or on behalf of such
     Lender or its representatives or counsel shall modify, amend or affect such
     Lender's  right to rely on the  truth,  accuracy  and  completeness  of the
     Disclosure  Materials  and the  Company's  representations  and  warranties
     contained in the Transaction Documents.

          (g) General Solicitation. Such Lender is not purchasing the Securities
     as a result of or subsequent to any advertisement, article, notice or other
     communication regarding the Securities published in any newspaper, magazine
     or similar media or broadcast over  television or radio or presented at any
     seminar or any other general solicitation or general advertisement.

                                       7
<PAGE>

          (h) Reliance.  Such Lender  understands and acknowledges  that (i) the
     Securities are being offered and sold to it without  registration under the
     Securities Act in a private  placement that is exempt from the registration
     provisions  of the  Securities  Act  and  (ii)  the  availability  of  such
     exemption,  depends in part on, and the Company will rely upon the accuracy
     and truthfulness of, the foregoing  representations  and such Lender hereby
     consents to such reliance.

     The Company  acknowledges  and agrees that no Lender  makes or has made any
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 2.2.

                                   ARTICLE III
                         OTHER AGREEMENTS OF THE PARTIES

     3.1 Transfer Restrictions.  (a) Securities may only be disposed of pursuant
to an effective  registration statement under the Securities Act, to the Company
or pursuant to an available  exemption  from or in a transaction  not subject to
the registration  requirements of the Securities Act, and in compliance with any
applicable federal and state securities laws. In connection with any transfer of
Securities other than pursuant to an effective  registration statement or to the
Company,  except as  otherwise  set forth  herein,  the  Company may require the
transferor  thereof to provide to the Company an opinion of counsel  selected by
the  transferor,  the form and  substance of which  opinion  shall be reasonably
satisfactory  to the Company,  to the effect that such transfer does not require
registration  of  such   transferred   Securities   under  the  Securities  Act.
Notwithstanding the foregoing, the Company, without requiring a legal opinion as
described in the immediately  preceding sentence,  hereby consents to and agrees
to  register on the books of the  Company  and with any  transfer  agent for the
securities of the Company any transfer of Securities by a Lender to an Affiliate
of  such  Lender  or to one or more  funds  or  managed  accounts  under  common
management  with such Lender,  and any transfer among any such Affiliates or one
or more funds or managed accounts, provided that the transferee certifies to the
Company that it is an "accredited  investor" as defined in Rule 501(a) under the
Securities  Act and that it is acquiring the  Securities  solely for  investment
purposes (subject to the qualifications hereof). Any such transferee shall agree
in writing to be bound by the terms of this  Agreement and shall have the rights
of a Lender under this Agreement.

          (b) The  Lenders  agree to the  imprinting,  so long as is required by
     this Section 3.1(b), of the following legend on the Securities:

     NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
     [CONVERTIBLE]  [EXERCISABLE]  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.

                                       8
<PAGE>

     Underlying  Shares  shall not  contain  the legend set forth  above nor any
other legend if the  conversion  of Notes and exercise of the Warrants or Bridge
Loan Warrants or other issuances of Underlying Shares as contemplated hereby, by
the Notes,  the Warrants or the Bridge Loan Warrants  occurs at any time while a
registration  statement relating to the Underlying Shares is effective under the
Securities  Act  or,  in  the  event  there  is not  an  effective  registration
statement,  at such time, in the opinion of counsel to the Company,  such legend
is not required under  applicable  requirements of the Securities Act (including
judicial   interpretations  and  pronouncements  issued  by  the  staff  of  the
Commission).  The Company  agrees that, in the event any  Underlying  Shares are
issued with a legend in accordance  with this Section  3.1(b),  it will,  within
three Trading Days after request therefor by a Lender,  provide such Lender with
a certificate or certificates  representing  such Underlying  Shares,  free from
such legend at such time as such legend would not have been required  under this
Section  3.1(b) had such  issuance  occurred  on the date of such  request.  The
Company may not make any  notation on its  records or give  instructions  to any
transfer  agent of the Company  which enlarge the  restrictions  of transfer set
forth in this Section.

     3.2 Acknowledgment of Dilution.  The Company acknowledges that the issuance
of the Underlying Shares upon (i) conversion of the Notes in accordance with the
terms of the Notes,  and (ii)  exercise  of the  Warrants  and the  Bridge  Loan
Warrants  in  accordance  with  their  terms,  will  result in  dilution  of the
outstanding  shares of Common Stock,  which  dilution may be  substantial  under
certain market conditions.  The Company further acknowledges that its obligation
to issue  Underlying  Shares upon (x) conversion of the Notes in accordance with
the terms of the Notres,  and (y)  exercise of the  Warrants and the Bridge Loan
Warrants in accordance with their terms, is unconditional and absolute,  subject
to the  limitations set forth herein in the Notes or pursuant to the Warrants or
the Bridge Loan Warrants, regardless of the effect of any such dilution.

     3.3 Furnishing of Information.  As long as the Lenders own Securities,  the
Company  covenants to timely file (or obtain  extensions in respect  thereof and
file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. As long as the Lenders own  Securities,  if the Company is not  required to
file  reports  pursuant  to such  sections,  it will  prepare and furnish to the
Lenders and make publicly  available in accordance with Rule 144(c)  promulgated
under the Securities Act such information as is required for the Lenders to sell
the Securities under Rule 144 promulgated  under the Securities Act. The Company
further  covenants  that it will  take  such  further  action  as any  holder of
Securities may reasonably request,  all to the extent required from time to time
to enable such Person to sell Underlying Shares without  registration  under the
Securities  Act within the  limitation  of the  exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including the legal opinion  referenced
above in this  Section.  Upon the request of any such Person,  the Company shall
deliver to such Person a written  certification of a duly authorized  officer as
to whether it has complied with such requirements.

     3.4  Integration.  The Company shall not, and shall use its best efforts to
ensure that, no Affiliate of the Company shall,  sell, offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities Act of the sale of the Securities to the Lenders.

                                       9
<PAGE>

     3.5 Increase in Authorized  Shares. If on any date the Company would be, if
a notice of  conversion or exercise (as the case may be) were to be delivered on
such date,  precluded  from (a) issuing (a) the number of  Underlying  Shares as
would then be  issuable  upon a  conversion  in full of the  Notes,  and (b) the
number of Underlying  Shares  issuable upon exercise in full of the Warrants and
the  Bridge  Loan  Warrants,  in either  case,  due to the  unavailability  of a
sufficient number of authorized but unissued or reserved shares of Common Stock,
then the Board of Directors of the Company  shall  promptly  prepare and mail to
the  stockholders of the Company proxy  materials  requesting  authorization  to
amend the Company's  certificate  or articles of  incorporation  to increase the
number of shares of Common Stock which the Company is  authorized to issue to at
least such number of shares as  reasonably  requested by the Lenders in order to
provide for such number of  authorized  and  unissued  shares of Common Stock to
enable  the  Company  to  comply  with its  issuance,  conversion  exercise  and
reservation of shares obligations as set forth in this Agreement,  the Notes and
the Warrants and the Bridge Loan Warrants. In connection therewith, the Board of
Directors  shall (a) adopt proper  resolutions  authorizing  such increase,  (b)
recommend  to and  otherwise  use its best  efforts to promptly  and duly obtain
stockholder  approval to carry out such  resolutions (and hold a special meeting
of the  stockholders  no later  than the  earlier to occur of the 60th day after
delivery of the proxy materials  relating to such meeting and the 90th day after
request by a holder of Securities  to issue the number of  Underlying  Shares in
accordance with the terms hereof) and (c) within five Business Days of obtaining
such stockholder  authorization,  file an appropriate amendment to the Company's
certificate or articles of incorporation to evidence such increase.

     3.6 Reservation and Listing of Underlying Shares. (a) The Company shall (i)
in the time and manner required by any exchange,  market or quotation  system on
which the Common Stock is traded, prepare and file with such national securities
exchange  or market or trading  or  quotation  facility,  an  additional  shares
listing  application  covering a number of shares of Common Stock, (ii) take all
steps  necessary to cause such shares of Common Stock to be approved for listing
on any such  national  securities  exchange  or market or trading  or  quotation
facility  on  which  the  Common  Stock  is then  listed,  as  soon as  possible
thereafter,  and (iii) provide to the Lenders evidence of such listing,  and the
Company shall maintain the listing of its Common Stock thereon. If the number of
Underlying Shares issuable upon conversion in full of the then outstanding Notes
and upon  exercise of the then  unexercised  portion of the  Warrants and Bridge
Loan  Warrants  exceeds the number of  Underlying  Shares  previously  listed on
account  thereof with any such required  exchanges,  then the Company shall take
the necessary  actions to immediately  list a number of Underlying  Shares as is
necessary  to  enable  the  Company  to  fulfill  its  conversion  and  exercise
obligations under the Notes and Warrants and Bridge Loan Warrants.

          (b) The Company shall maintain a reserve of shares of Common Stock for
     issuance upon  conversion of the Notes in full and upon exercise in full of
     the Warrants and Bridge Loan  Warrants in accordance  with this  Agreement,
     the Notes, the Warrants and the Bridge Loan Warrants, respectively, in such
     amount as may be  required  to fulfill  its  obligations  in full under the
     Transaction Documents.

                                       10
<PAGE>

     3.7 Conversion and Exercise  Procedures.  The Conversion Notice (as defined
in the Notes) and Notice of Exercise under the Warrants and Bridge Loan Warrants
set forth the totality of the  procedures  with respect to the conversion of the
Notes and exercise of the  Warrants,  including  the form of legal  opinion,  if
necessary, that shall be rendered to the Company's transfer agent and such other
information  and  instructions  as may be  reasonably  necessary  to enable  the
Lenders to convert  their  Notes and  exercise  their  Warrants  and Bridge Loan
Warrants as contemplated in the Notes and the Warrants (as applicable).

     3.8 Conversion and Exercise  Obligations of the Company.  The Company shall
honor  conversions  of the Notes and  exercises  of the Warrants and Bridge Loan
Warrants and shall deliver  Underlying  Shares in accordance with the respective
terms,  conditions  and time periods set forth in the Notes and the Warrants and
Bridge Loan Warrants.

     3.9 Use of Proceeds.  The Company  shall use the net proceeds from the sale
of the  Securities  hereunder  for  working  capital  purposes  and  not for the
satisfaction  of any portion of the Company's  debt (other than payment of trade
payables in the ordinary course of the Company's  business and prior practices),
to redeem any Company  equity or  equity-equivalent  securities or to settle any
outstanding litigation.

     3.10 Certain  Trading  Restrictions.  Each Lender  agrees for itself and no
other  Lender  that it will not  enter  into any  Short  Sales  (as  hereinafter
defined) until the earlier to occur of the date that it no longer owns Notes and
the Maturity Date. For purposes  hereof, a "Short Sale" by a Lender shall mean a
sale of Common  Stock by such  Lender that is marked as a short sale and that is
made at a time when  there is no  equivalent  offsetting  long  position  in the
Common Stock held by such Lender.  For purposes of determining  whether there is
an  equivalent  offsetting  long  position in the Common Stock held by a Lender,
shares of Common Stock issuable upon conversion of a Conversion Notice under the
Notes  delivered  not more than two Trading Days  following the Trading Day that
such short sale is entered  into,  and shares of Common Stock  issuable upon the
exercise in full of the  Warrants or the Bridge Loan Warrans held by such Lender
shall be deemed to be held long by such Lender.

                                   ARTICLE IV
                                  MISCELLANEOUS

     4.1 Fees and Expenses.  The Company and the Lender shall each pay their own
legal  fees  and  expenses  incurred  in  connection  with the  preparation  and
negotiation of the Transaction Documents.

     4.2 Entire Agreement;  Amendments. The Transaction Documents, together with
the Exhibits  and  Schedules  thereto  contain the entire  understanding  of the
parties  with  respect to the  subject  matter  hereof and  supersede  all prior
agreements and  understandings,  oral or written,  with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and
schedules.


                                       11
<PAGE>

     4.3  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and 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) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number specified in this Agreement 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) the  Business Day  following  the date of mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required  to be given.  The address for such  notices and
communications shall be as follows:

         If to the Company:        Fusion Networks Holdings Inc.
                                   8115 NW 29th Street,
                                   Miami, FL 33122
                                   Facsimile No.:(305) 477-6703
                                   Attn:  Chief Financial Officer

         If to a Lender:           To the address set forth under such  Lender's
                                   name on the  signature pages hereto.

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

     4.4  Amendments;  Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
the Company  and each of the  Lenders or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

     4.5  Headings.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     4.6 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of the Lenders. Except as set forth in Section
3.1(a),  the  Lenders  may not  assign  this  Agreement  or any of the rights or
obligations hereunder without the consent of the Company.

     4.7 No  Third-Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person.

                                       12
<PAGE>

     4.8 Governing Law. The corporate laws of the State of Delaware shall govern
all issues  concerning the relative rights of the Company and its  stockholders.
All other  questions  concerning the  construction,  validity,  enforcement  and
interpretation of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of Florida,  without regard to
the  principles  of  conflicts of law  thereof.  Each party  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  (including with respect to the enforcement of the any of the Transaction
Documents), 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,  that  such  suit,  action  or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof via  registered or certified  mail or overnight  delivery
(with  evidence of  delivery) to such party at the address in effect for notices
to it under this  Agreement 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.

     4.9 Survival.  The  representations,  warranties,  agreements and covenants
contained  herein shall  survive the Closing and the delivery and  conversion or
exercise (as the case may be) of the Notes and the Warrants.

     4.10 Execution. This Agreement may be executed in two or more counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

     4.11  Severability.  In case  any one or  more  of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be  affecting  or impaired  thereby and the parties  will  attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

     4.12  Remedies.  In  addition  to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Lenders  will be entitled  to specific  performance  of the  obligations  of the
Company  under the  Transaction  Documents.  The Company and each of the Lenders
agree  that  monetary  damages  may not be  adequate  compensation  for any loss
incurred by reason of any breach of its  obligations  described in the foregoing
sentence and hereby  agrees to waive in any action for specific  performance  of
any such obligation the defense that a remedy at law would be adequate.

                                       13
<PAGE>


     4.13 Independent Nature of Lenders' Obligations and Rights. The obligations
of each Lender under any Transaction  Document is several and not joint with the
obligations  of any other Lender and no Lender shall be  responsible  in any way
for the performance of the obligations of any other Lender under any Transaction
Document. Nothing contained herein or in any Transaction Document, and no action
taken by any Lender pursuant thereto,  shall be deemed to constitute the Lenders
as a partnership,  an association,  a joint venture or any other kind of entity,
or create a  presumption  that the Lenders are in any way acting in concert with
respect to such obligations or the transactions  contemplated by the Transaction
Document. Each Lender shall be entitled to independently protect and enforce its
rights, including without limitation the rights arising out of this Agreement or
out of the other  Transaction  Documents,  and it shall not be necessary for any
other  Lender to be joined as an  additional  party in any  proceeding  for such
purpose.

     IN WITNESS  WHEREOF,  the parties hereto have caused this Loan Agreement to
be duly executed by their respective authorized signatories as of the date first
indicated above.

                                              FUSION NETWORKS HOLDINGS, INC.



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


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

                                            Amount of Loan: $
                                                             -------------------
                                            No. of Bridge Loan Warrants
                                                                        --------
                                            Address for Notice:

                                            ------------------------------------
                                            ------------------------------------
                                       14