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THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES OF COMMON
  STOCK ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
  LAW. NEITHER THIS NOTE NOR SUCH SHARES OF COMMON STOCK NOR ANY INTEREST OR PARTICIPATION
  HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, MORTGAGED, PLEDGED, HYPOTHECATED, ENCUMBERED
  OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE
  SECURITIES LAWS, AND WITH THE TERMS AND CONDITIONS HEREOF.

ONLINE INNOVATION, INC. CONVERTIBLE BRIDGE FINANCING NOTE

July 4, 2003

$20,000.00

Online Innovation, Inc., a Delaware corporation (the Company),
  for value received, hereby promises to pay to Ross Kraemer (the Holder"),
  in legal tender of the United States of America, the principal sum of twenty
  thousand dollars ($20,000.00 ), six months from the date of this Note (January
  4th ,2004, the Maturity Date"), and to pay interest thereon at the rate
  of ten percent (10%) per annum. Interest shall be computed on the basis
  of a 360-day year and the number of actual days elapsed.

Section
  1. Time and Place of Payment.(a) The entire unpaid principal balance of
  this Note, together with any accrued and unpaid interest thereon, shall be due
  and payable on the Maturity Date. Principal and interest on this Note shall
  be paid by wire transfer of immediately available funds or by check delivered
  to the Holder's registered address as it appears upon the books of the Company.
  Upon the payment in full of this Note, the Holder shall immediately surrender
  this Note to the Company at its executive offices.

(b)
  Any payment made under this Note, whether upon acceleration, final maturity
  or otherwise, shall be applied first to the payment of any accrued and unpaid
  interest and the balance (if any) shall be applied on account of principal.

(c)
  Whenever any payment to be made under this Note shall be due on a Saturday,
  Sunday or any day on which banks are required or authorized by law or regulation
  to close in New York City (any other day being a "Business Day),
  such payment may be made on the next succeeding Business Day, and such extension
  of time shall in such case not be included in the computation of interest accrued.

(d)
  Notwithstanding any other provision of this Note, in the event that any portion
  of the principal amount of this Note is converted into any shares of the Company's
  Common

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Stock in accordance with the provisions of Section 3 below,
  then no interest shall be payable on the portion so converted for the period
  following the date of conversion.

Section 2.
  Prepayments.The Company shall have the right to prepay this Note, in whole
  or in part, at any time upon fifteen (10) days prior written notice to the Holder.

Section 3. Conversion.

(a)
  After January 4th, 2004 (the Maturity Date), the Holder
  shall have the right, at its option, on or after the Maturity Date to convert
  the principal amount of this Note, together with all accrued interest thereon
  in accordance with the provisions of and upon satisfaction of the conditions
  contained in this Note, into fully paid and non-assessable shares of the Company's
  Common Stock at a conversion price of $0.10 per share (the "Conversion
  Shares").

(b)
  The Holder's conversion right set forth in this Section may be exercised only
  on the Maturity Date and at any time thereafter but prior to payment
  in full of the principal amount of and accrued interest on this Note.

(c)
  The Holder may exercise the right to convert all or any portion of the principal
  amount of this Note only by delivery of (i) this Note and (ii) a properly completed
  conversion notice on a Business Day to the Company's principal executive offices.
  Such conversion shall be deemed to have been made immediately prior to the close
  of business on the Business Day of such delivery of this Note and the conversion
  notice (the "Conversion Date"), and the Holder shall be treated for all
  purposes as the record holder of the shares of Common Stock into which this
  Note is converted as of such date.

(d)
  As promptly as practicable after the conversion of this Note, the Company at
  its expense shall issue and deliver to the Holder of this Note a stock certificate
  or certificates representing the number of Conversion Shares into which this
  Note has been converted.

(e)
  Upon conversion of this Note and the delivery of the items set forth in Section
  3(d), the Company shall be forever released from all of its obligations and
  liabilities under this Note.

(f)
  If, prior to the Conversion Date, the Company shall (i) pay a stock dividend
  or make a distribution to all holders of Common Stock in shares of its Common
  Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine
  its outstanding shares of Common Stock into a smaller number of shares, or (iv)
  issue by reclassification of its shares of Common Stock any shares of capital
  stock of the Company, the number of Conversion Shares shall be proportionately
  increased or decreased, as the case may be.

(g)
  The Company agrees that after January 4, 2004 the Holder shall retain the right
  to convert even if the Company indicates its willingness to repay the loan.

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Section
  4. Reservation of Stock Issuable upon Conversion.At all times that This
  Note shall be convertible into shares of Common Stock, the Company shall reserve
  and keep available out of its authorized but unissued shares of Common Stock
  solely for the purpose of effecting the conversion of this Note such number
  of its shares of such Common Stock as shall from time to time be sufficient
  to effect the conversion of this Note in full. In the event that the number
  of authorized but unissued shares of such Common Stock shall not be sufficient
  to effect the conversion of the entire outstanding principal amount of this
  Note, then in addition to such other remedies as shall be available to the Holder,
  the Company shall promptly take such corporate action as may be necessary to
  increase its authorized but unissued shares of such Common stock to such number
  of shares as shall be sufficient for such purpose.

Section 5. Transfer Restrictions.

(a)
  This Note may not be transferred except upon satisfaction of all of the requirements
  of the Act and applicable state securities laws. Without limiting the generality
  of the foregoing, the Holder agrees that (i) this Note and the Conversion Shares
  have not been registered under the Act and may not be sold or transferred with-out
  registration under the Act or unless an exemption from such registration is
  available; (ii) the Holder has acquired this Note and will acquire the Conversion
  Shares for its own account for investment purposes only and not with a view
  toward resale or distribution; (iii) stop transfer instructions may be placed
  with the Company's transfer agent or registrar (which may be the Company) so
  as to restrict the transfer of this Note and any Conversion Shares in accordance
  with the provisions of the Note; and (iv) each certificate representing any
  shares of Common Stock into which this Note may be converted shall be inscribed
  with the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE
    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
    "ACT"), OR UNDER ANY STATE SECURITIES LAWS. NEITHER SUCH SECURITIES NOR ANY
    INTEREST OR PARTICIPATION THEREIN MAY BE SOLD, ASSIGNED, OFFERED FOR SALE,
    PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
    TO A REGISTRATION STATEMENT FILED UNDER THE ACT AND SUCH LAWS OR PURSUANT
    TO EXEMPTIONS FROM SUCH REGISTRATION.


Section
  6. Loss of Note.Upon receipt by the Company of evidence reasonably satisfactory
  to it of the loss, theft, destruction or mutilation of this Note, and (in the
  case of loss, theft or destruction) of indemnification in form and substance
  acceptable to the Company in its reasonable discretion, and upon surrender and
  cancellation of this Note, if mutilated, the Company shall execute and deliver
  a new Note of like tenor and date.

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Section
  7. Entire Agreement. This Note represents the entire agreement and understanding
  between the parties concerning the subject matter hereof and supersede all prior
  and contemporaneous agreements, understandings, representations and warranties
  with respect thereto.

Section
  8. Binding Effect; No Third Party Beneficiaries.All provisions of this
  Note shall be binding upon and inure to the benefit of the parties and their
  respective heirs, legatees, executors, administrators, legal representatives,
  successors, and permitted transferees and assigns. No person other than the
  Holder and the Company shall have any legal or equitable right, remedy or claim
  under, or in respect of, this Note.

Section
  9. Amendments and Waivers.This Note may be amended, changed or modified
  only by a written instrument executed by the Company and the Holder of this
  Note. Any waiver of any breach of any of the terms of this Note, and any consent
  required or permitted to be given hereunder, shall be effective if in writing
  and executed by or on behalf of the Holder of this Note. No waiver of any breach
  nor consent to any transaction shall be deemed a waiver of or consent to any
  other or subsequent breach or transaction.

Section
  10. Waiver of Presentment, etc. The Company hereby waives presentment for
  payment, demand, notice of non-payment, protest and notice of protest, and hereby
  agrees to all extensions and renewals of this Note, without notice.

Section
  11. Governing Law.This Note shall be governed by and construed in accordance
  with the laws of the State of Delaware applicable to agreements and instruments
  made and wholly performed and paid in that state, without regard to its conflicts
  of law principles.

Section
  12. Headings.The headings used in this Note are used for convenience only
  and are not to be considered in construing or interpreting this Note.

IN WITNESS WHEREOF,
  the Company has caused this Note to be signed and attested to by its duly authorized
  officers.

|ONLINE INNOVATION, INC.    | ROSS KRAEMER    
|-------------------------- | ----------------
|                           | (Name of Holder)
|                           |                 
|By: /s/ Marlene Schluter   | /s/ Ross Kraemer
|Name: Same                 |                 
|Title: Vice President, CFO |                 

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EXHIBIT A

CONVERSION NOTICE 
  [Cannot exercise prior to January 4th, 2004 (the Maturity Date)]



(To be signed only upon conversion of this Note)



TO: ONLINE INNOVATION, INC.

The
  undersigned, the registered holder of the 10% Convertible Promissory Note (the
  "Note") of Online Innovation, Inc.(the "Company"), hereby
  surrenders the Note for conversion into shares of Common Stock of the Company
  ("Common Stock") to the extent of $ 20,000.00 unpaid principal amount
  of the Note, all in accordance with the provisions of such Note. The undersigned
  requests (i) that a certificate representing shares of Common Stock, bearing
  the appropriate legends, be issued to the undersigned, and (ii) if the unpaid
  principal amount so converted is less than the entire unpaid principal amount
  of the Note, that a new substitute note representing the portion of said unpaid
  principal amount that is not so converted be issued in accordance with the provisions
  of the Note.

Dated:____________ 2004



_________________________________________ (Signature and name of the registered holder)

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