ROLLTECH, INC.

             10% SUBORDINATED CONVERTIBLE NOTE DUE OCTOBER 1ST, 2005

This 10% Convertible Note (called this "Convertible Note") is dated October 1st,
2003.

Borrower:   Victoria  Industries,  Inc.

Address:    551 Fifth Avenue, Suite 601
            New York, NY 10017

The  word "Borrower" means the original Borrower and anyone else who merges with
the  Borrower or assumes the Borrower's obligations under this Convertible Note.
However,  the assumption of the Borrower's obligations under this Note shall not
release  the  Borrower  from  such  obligations.

Lender:     Inverness Inc.

Address:    556 Main Str., Hunkins Plaza, Charlestown, Nevis

The  Lender  may  transfer all or any part of this Convertible Note with written
notice  to  the  Borrower  of  the  transfer, including the name, address of the
transferee  and the amount of the Convertible Note transferred. The Borrower may
treat the Lender as the owner of this Convertible Note until it received written
notice  of a transfer of all or part of this Convertible Note to another Lender.
The  word  "Lender"  means  the  original  Lender  and  anyone else to whom this
Convertible  Note  is  transferred.

1.   PROMISE  TO  PAY.  In  return for a loan that is received from the original
Lender,  the  Borrower  promises  to  pay  to  the  Lender  $320,000  (called
"principal"),  plus interest at a rate of 10% per annum. The Borrower will repay
the  entire  principal  2  years  from  date,  unless the Lender demands earlier
payment  under  "Lender's  Right  of Acceleration" below or the parties agree to
extend  the  due  date.  The  Borrower  may  make  earlier  principal  payments.

2.   INTEREST  PAYMENTS.  The  Borrower will make quarterly interest payments to
the  Lender in the amount of $8,000 each payable on March 31, June 30, September
30  and  December  31  beginning on March 31, 2004. The first payment shall also
include  interest  from  this day through March 31, 2004, if any. However, if an
interest  payment  is  due  on  a  Saturday,  Sunday  or legal holiday, then the
Borrower  will  make  the  interest  payment  the  next  day.

3.   LENDER'S  RIGHT  OF  ACCELERATION.  The  Lender  has  the  right,  called
acceleration,  to  declare  the  entire unpaid principal and interest under this
Convertible  Note  due  immediately  for  any  of  the  following  causes:

          (a)  If  the  Borrower  fails  to  make  any  payment  or principal or
               interest  within  fifteen  days  after  its  due  date.


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          (b)  If  the  Borrower  fails  to  keep any other promise made in this
               Convertible Note within thirty days after written notice from the
               Lender.
          (c)  If  one  or  more judgments is entered against the Borrower which
               exceed,  in  the aggregate, $100,000 if the Borrower does not pay
               such  judgments  or arrange for their enforcement to be postponed
               no  later  than  within thirty days after the judgments have been
               entered.
          (d) If bankruptcy, receivership, or insolvency proceedings are started
               by  or  against  the  Borrower,  or  if  the  Borrower dissolves,
               liquidates  or  otherwise  winds  up  its  business.

4.   AGREEMENT  OF  SUBORDINATION.  The  Lender's  rights to receive payments of
principal,  interest and fees under this Convertible Note is subordinated to the
prior payment of all loans or other extensions of credit made to the Borrower by
any  bank,  savings  and loan association, finance company, insurance company or
any similar financial institution (such loans and extensions of credit, together
with  any  interest  or  fees  payable  on  or in connection with such loans and
extensions  of  credit,  are  from  now  on called "Senior Indebtedness") on the
following  types:

          (a)  The  Lender  shall  not  be  entitled  to  receive any principal,
               interest  or  fee  payments, and the Borrower shall not make such
               payments,  unless,  at  the time of such payment (i) the Borrower
               shall  have  had  all  amounts  due at such time under any Senior
               Indebtedness, and (ii) the Borrower shall not be in default under
               the  terms  of  any Senior Indebtedness and payment of the amount
               due  under  this  Note  would  not  result in a default under any
               Senior  Indebtedness.  The  word  "default"  includes  defaults
               declared  by  holders  of  any  Senior  Indebtedness  and  any
               conditions,  event  or  act, which, with notice or the passage of
               time,  would  result  in a default under any Senior Indebtedness.
          (b)  If  bankruptcy,  receivership,  or  insolvency  proceedings by or
               against  the  Borrower or its property occurs, or if the Borrower
               dissolves,  liquidates  its  assets  or  otherwise  winds  up its
               business,  the  Borrower  shall  pay  all  outstanding  Senior
               Indebtedness  before making any payment of principal, interest or
               fees  due  under  this  Convertible  Note.  Any  payments  or
               distributions (including distributions of the Borrower's non-cash
               assets  or  securities that would otherwise be made to the Lender
               will  first  be  paid  on  account  of  all  outstanding  Senior
               Indebtedness.
          (c)  If  the Lender demands early payment of this Convertible Note for
               any  reason,  the Borrower shall first pay all outstanding Senior
               Indebtedness  before  making  any payments under this Convertible
               Note.
          (d)  If  the  Lender receives any payment, which is not entitled under
               this  Note, the Lender shall hold such payment for the benefit of
               the  holder  of  Senior  Indebtedness and deliver such payment or
               distribution  to  the  holders  of  Senior  Indebtedness or their
               representatives  for payment on account of all outstanding Senior
               Indebtedness.
          (e)  After  the  Senior Indebtedness has been paid in full, the Lender
               shall be entitled to the rights of Senior Indebtedness to receive
               payments  until  all amounts due under this Note are paid in full

5.   NOTICES. All notices under this Note must be in writing. They may be given
by (a) personal delivery, or (b) certified mail, return receipt requested. Each
Party mush accept and


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claim  the  notices  given by the other. Notices shall be addressed to the other
party at the address written at the beginning of this Note, or, if the notice is
to  a Lender to whom this Note was transferred, the address stated in the notice
to  the Borrower of such transfer. Either party may notify the other of a change
of  address.

6.   Conversion  of  Convertible  Notes.

6.1. RIGHT  TO  CONVERT.  Subject  to and upon compliance with the provisions of
     this  Section 6, at the option of the holder of any Convertible Notes, such
     Convertible  Notes,  or any portion of the principal amount thereof, may at
     any  time  at  or before the close of business on the maturity date of such
     Convertible  Notes  be converted at 100% or so much of the principal amount
     of  such  Convertible  Notes  as  are so converted into Common Stock at the
     Conversion Price, determined as hereinafter provided, in effect at the date
     of  the  conversion.

6.2. MANNER  OF  EXERCISE  OF  CONVERSION  PRIVILEGE.  In  order to exercise the
     conversion  privilege,  the holder shall surrender this Convertible Note to
     the Company at any time during usual business hours at its office or agency
     in  the  City of New York, State of New York, accompanied by written notice
     to  the  Company at such office or agency that the holder elects to convert
     this  Convertible  Note or a specified portion thereof and stating the name
     or names (with address) in which the certificate or certificates for shares
     of Common Stock which shall be issuable on such conversion shall be issued.
     All  Convertible  Notes surrendered for conversion shall (if so required by
     the Company) be accompanied by proper assignments thereof to the Company or
     be  blank.  As promptly as practicable after the receipt of such notice and
     the surrender of this Convertible Note as aforesaid the Company shall issue
     and  deliver  at  such  office  or  agency to the holder, or on his written
     order,  a  certificate  or  certificates  for  the number of full shares of
     Common  Stock  issuable on such conversion in accordance with the provision
     of  this  Article  and cash, as provided in Subsection 3, in respect of any
     fraction  of  a  share  of  Common  Stock  otherwise  issuable  upon  such
     conversion.  Such  conversion  shall be deemed to have been effected at the
     close  of  business on the Date of Conversion, and the person or persons in
     whose  name  or  names any certificate or certificates for shares of Common
     Stock shall be issuable upon such conversion shall be deemed to have become
     the  holder  or holders of record of the shares represented thereby on such
     date; provided, however, that any such surrender on any date when the stock
     transfer  books  of the Company shall be closed shall constitute the person
     or  persons in whose name or names the certificate or certificates for such
     shares  are  to  be  issued as the record holder or holders thereof for all
     purposes  at the close of business on the next succeeding day on which such
     stock  transfer  books are open, and the Convertible Note surrendered shall
     not  be deemed to have been converted until such time for all purposes, but
     such  conversion shall be at the conversion price in effect at the close of
     business  on the date of such surrender. Anything contained in this Section
     6.2  to the contrary notwithstanding, the Company shall not be obligated to
     effect the transfer of any Conversion Shares upon conversion of any portion
     of  any Convertible Notes or cause any Conversion Shares upon conversion of
     any  Convertible Notes to be registered in any name or names other than the
     name  of  the holder of the Convertible Notes, converted or to be converted
     (or  such  holder's  nominee  or  nominees)  unless  such


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     holder  delivers  to  the  Company  an  opinion  of  counsel  reasonably
     satisfactory  to  the  Company  to  the  effect  that  such  transfer is in
     compliance  with  applicable  securities  laws.

     In  case any Convertible Note shall be surrendered for conversion of only a
     portion  of  the  principal  amount  thereof, the Company shall execute and
     deliver  to  the  holder  of  such  Convertible Note, at the expense of the
     Company,  a  new  Convertible  Note  in  the  denomination or denominations
     ($1,000  and  integral  multiples  thereof,  plus one Convertible Note in a
     lesser  denomination,  if  required)  as  such  holder  may  request  in an
     aggregate  principal  amount  equal  to  the  unconverted  portion  of  the
     Convertible  Note  so  surrendered.

6.3. FRACTIONS OF SHARE. The Company shall not be required to issue fractions of
     a  share  or  scrip  representing  fractional  shares  of Common Stock upon
     conversion  of Convertible Note. If any fraction of a share of Common Stock
     would,  except  for  the  provisions  of  this  Section  be issuable on the
     conversion  of  any  Convertible Notes (or specified portions thereof), the
     Company  shall  pay a cash adjustment in respect of such fraction, equal to
     the  value  of  such  fraction  based  on  the  then  conversion  price.

6.4. CONVERSION  PRICE.

          (i)  The price at which shares of Common Stock shall be delivered upon
               conversion  (herein  called  the Conversion Price) shall be $0.10
               per  share  of  Common  Stock.
          (ii) The Conversion Price shall not be subject to adjustment for stock
               splits  and/or  reverse  splits  that  may  occur  prior  to such
               conversion.

6.5  NOTICE  OF  DISTRIBUTIONS,  RIGHTS  OF  REORGANIZATION, ETC. In case at any
     time:

     (1)  the  Company  shall  offer for subscription pro rata to the holders of
     its  Common  Stock  any  additional  shares  of stock of any class or other
     rights;

     (2)  there  shall be any capital reorganization, or reclassification of the
     capital stock of the Company, or consolidation or merger of the Company, or
     sale  of all or substantially all of its assets to, another corporation; or

     (3)  there  shall be a voluntary or involuntary dissolution, liquidation or
     winding  up  of  the  Company;

     then  in  any  one  or  more  of said cases, the Company shall give written
     notice,  to  the  holder of this Convertible Note, of the date on which (a)
     the  books  of  the Company shall close or a record shall be taken for such
     dividend,  distribution or subscription rights, or (b) such reorganization,
     reclassification,  consolidation, merger, sale, dissolution, liquidation or
     winding  up  shall  take  place, as the case may be. Such notice shall also
     specify  the  dates as of which the holders of Common Stock of record shall
     participate in such dividend, distribution or subscription rights, or shall
     be entitled to exchange their Common Stock for securities or other property
     deliverable  upon  such  reorganization,


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     reclassification,  consolidation, merger, sale, dissolution, liquidation or
     winding up, as the case may be. Such written notice shall be given at least
     20  days  prior  to  the  record  date  or  the date on which the Company's
     transfer  books  are  closed  in  respect  thereto.

6.6  TAXES ON CONVERSION. The issue of certificates on conversion of Convertible
     notes shall be made without charge to the converting Noteholder for any tax
     in  respect  of  the  issue  thereof.  The  Company  shall not, however, be
     required  to  pay  any  tax which may be payable in respect of any transfer
     involved  in the issue and delivery of stock in any name other than that of
     the  holder of any Note converted, and the Company shall not be required to
     issue  or deliver any certificate in respect to such stock unless and 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.

6.7  COMPANY  TO  RESERVE STOCK. The Company shall at all times reserve and keep
     available  out  of  its  authorized  but unissued stock, for the purpose of
     effecting  the conversion of the Convertible Notes, such number of its duly
     authorized  shares of Common Stock as shall from time to time be sufficient
     to  effect  the  conversion  of  all  outstanding Convertible Notes. If any
     shares  of  Common  Stock,  reserved  or to be reserved, for such purposes,
     required registration under any Federal or state law before such shares may
     be validly issued to the holder, the Company covenants that it will in good
     faith and as expeditiously as possibly endeavor to secure such registration
     or  approval,  as  the  case  may  be.

     The  Company  will  not  take  any action, which would cause the conversion
     price  to  be  below  the  then  par value, if any, per share of the Common
     Stock,  or  in  the  case  of no-par stock, below the amount for which such
     shares  may  be  issued  as  fully  paid  and  nonassesable.

     The  Company  covenants that all shares of Common Stock which may be issued
     upon  conversion  of  Convertible  Notes  will upon issue be fully paid and
     nonassessable  and  free  from all taxes, liens and charges with respect to
     the  issue  thereof.


Dated:         October 1st, 2003

Signature:     /s/ Albert Abdoulline
               -------------------------------

Name:          Albert Abdoulline
               -------------------------------

Title:         President
               -------------------------------


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