THIS
          NOTE
          HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
          (THE
“ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION.
          THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND
          UNDER
          THE LAWS OF THE STATES WHERE
          EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL
          SATISFACTORY TO THE BORROWER.

         

        PROMISSORY
          NOTE

         

        FOR
          VALUE
          RECEIVED, Cassidy Media, Inc., a Nevada corporation (the “Borrower”),
          hereby promises to pay to First Line Capital, LLC (the “Holder”), with an
address
          at 410 Park Ave, 15th
          Floor,
          New York, NY 11020, the aggregate principal amount of the Loan (as defined
          below) which is outstanding from time to time and evidenced
          hereby plus interest thereon as set forth below.

         

        Until
          the
          second anniversary of the date of this Note, upon at least two (2) business
          days’ prior written notice to the Holder, the Borrower may borrow from the
          Holder, from time to time, any amount in increments of up to $10,000 and
          the
          Holder shall advance to the Borrower such amount that is so requested by
          the
          Borrower; provided, however, that the
          aggregate principal amount outstanding under this Note shall not exceed
          $20,000
          at any given time and the Holder shall not be obligated to make any advances
          if
          an Event of Default has occurred and is continuing. The principal amount
          borrowed and outstanding
          under this Note is sometimes referred to herein as the “Loan”.

         

        Interest
          shall accrue on the outstanding principal amount of this Note at the rate
          of
eight
          percent (8%) per annum, beginning on the date of this Note until this Note
          is
          paid in full.
          The
          principal amount of this Note and all accrued and unpaid interest shall
          be due
          and payable on July 5, 2008 (the “Maturity Date”). Upon the occurrence and
          during the continuance
          of any Event of Default (as defined below), the amounts then due and
payable
          under this Note (including the entire principal and accrued interest if
          such
payments
          are accelerated at the election of the Holder) shall bear interest equal
          to the
lesser
          of
          (a) the maximum amount permitted to be charged under applicable law or
          (b)
fifteen
          (15%) percent per annum from the due date thereof until paid in full or
          such
          Event of
          Default has been cured or waived (the “Default Interest Rate”).

         

        The
          following additional terms shall apply to this Note:


        
          
            
            

          

          
            
            

            
              

            

          

           

        


        ARTICLE
          I


        GENERAL

         

        1.1 Payment
          Records. The amount, date and unpaid balance of the Loan shall be as
evidenced
          by the applicable books and records of the Holder, which shall be conclusive
          evidence
          thereof in the absence of manifest error. The Holder is hereby authorized
          to
endorse
          such particulars of the Loan on the grid attached hereto.

         

        1.2 Payment
          on Non-Business Day. If this Note, or any payment hereunder, falls due
          on a
          Saturday, Sunday or a New York public holiday, this Note shall fall due
          or such
payment
          shall be made on the next succeeding business day and such additional time
          shall
          be
          included in the computation of any interest payable hereunder.

         

        1.3 Cost
          of
          Collection. If any payment due hereunder is not paid when due, the Borrower
          agrees to pay all costs of collection, including attorney’s fees, all of which
          shall be
          added
          to the amount due hereunder, such charges to bear interest at the Default
          Interest
          Rate. In addition, if this Note is referred by Holder to any attorney for
          collection, the Borrower shall pay all attorney fees incurred by Holder
          therefor.

         

        1.4 Prepayment.
          The Borrower may prepay all or part of this Note without penalty or
          premium.

         

        ARTICLE
          II 

        EVENTS
          OF
          DEFAULT

         

        The
          occurrence of any of the following events of default (each an “Event of
Default”)
          shall, at the option of the Holder, make all sums of principal and interest
          then
          remaining unpaid hereon and all other amounts payable hereunder immediately
          due
          and payable:

         

        2.1 Failure
          to Pay Principal or Interest. The Borrower fails to pay the principal of
          this
          Note
          or interest hereon when due.

         

        2.2 Breach
          of
          Covenant. The Borrower breaches any material covenant or other material
          term or condition of this Note.

         

        2.3 Breach
          of
          Representations and Warranties. Any representation or warranty of the
          Borrower made herein or in any certificate given in writing pursuant hereto
          or
          in connection
          herewith shall be false or misleading in any material respect.

         

        2.4 Receiver
          or Trustee. The Borrower shall make an assignment for the benefit of
creditors,
          or apply for or consent to the appointment of a receiver or trustee for
          its or
          for a substantial part of its property or business; or such a receiver
          or
          trustee shall otherwise be appointed.


        
          
            
            

          

          
            
            

            
              

            

          

           

        

         

        2.5 Judgments.
          Any money judgment, writ or similar process shall be entered or filed
          against Borrower or any of its property or other assets for more than $10,000,
          and shall
          remain unvacated, unbonded or unstayed for a period of thirty (30)
          days.

         

        2.6 Bankruptcy.
          Bankruptcy, insolvency, reorganization or liquidation proceedings or
          other
          proceedings or relief under any bankruptcy law or any law for the relief
          of
debtors
          shall be instituted by or against the Borrower.

         

        ARTICLE
          III 

        REPRESENTATIONS
          OF BORROWER

         

        Representations
          and Warranties of the Borrower. The Borrower hereby represents and
          warrants to the Holder that:

         

        3.1 Organization,
          Good Standing and Qualification. The Borrower is a corporation duly
          organized, validly existing and in good standing under the laws of the
          State of
Nevada.

         

        3.2 Authorization.
          All organizational action on the part of the Borrower, its officers and
          directors necessary for the authorization, execution and delivery of this
          Note
          and the performance
          of all obligations of the Borrower hereunder has been taken and the Note
          constitutes
          valid and legally binding obligations of the Borrower, enforceable against
          the
          Borrower in accordance with its terms.

         

        3.3 Governmental
          Consents. No consent, approval, order or authorization of, or registration,
          qualification, designation, declaration or filing with, any federal, state
          or
local
          governmental authority on the part of the Borrower is required in connection
          with the
          consummation of the transactions contemplated by this Note.

         

        3.4 Compliance
          with Other Instruments. The Borrower is not in violation or default of
          any
          provisions of its Certificate of Incorporation or By-laws or of any material
          instrument,
          judgment, order, writ, decree or contract to which it is a party or by
          which it
is
          bound
          or of any provision of federal or state statute, rule or regulation applicable
          to the Borrower.
          The execution, delivery and performance of this Note and the consummation
          of
          the
          transactions contemplated hereby will not result in any such violation
          or be in
conflict
          with or constitute, with or without the passage of time and giving of notice,
          either a
          default
          under any such provision, instrument, judgment, order, writ, decree or
          contract
or
          an
          event which results in the creation of any lien, charge or encumbrance
          upon any
assets
          of
          the Borrower.

         

        ARTICLE
          IV 

        MISCELLANEOUS

         

        4.1
          Failure or Indulgency Not Waiver. No failure or delay on the part of Holder
          hereof
          in
          the exercise of any power, right or privilege hereunder shall operate as
          a
          waiver thereof,
          nor shall any single or partial exercise of any such power, right or privilege
          preclude
          other or further exercise thereof or of any other right, power or privilege.
          All
rights
          and remedies existing hereunder are cumulative to, and not exclusive of,
          any
          rights or
          remedies otherwise available.


        
          
            
            

          

          
            
            

            
              

            

          

           

        

         

        4.2 Notices.
          All notices or other communications given or made hereunder shall be
in
          writing and shall be deemed delivered the day telecopied (with copy mailed
          by
overnight
          courier) to the party to receive the same at its address set forth below
          or to
          such other
          address as either party shall hereafter give to the other by notice duly
          made
          under this
          Section 5.2: (i) if to the Borrower, to same at the address of Borrower
          set
          forth above, fax
          number 212-504-2800; and (ii) if to the Holder, to the address of Holder
          set
          forth above,
          fax number: ____________________.

         

        4.3 Amendment
          Provision. The term “Note” and all reference thereto, as used throughout
          this instrument, shall mean this instrument as originally executed, or
          if later
amended
          or supplemented, then as so amended or supplemented.

         

        4.4 Assignability.
          The Holder may not assign the rights and obligations under this Note
          to a
          third party without the prior written consent of the Borrower. This Note
          shall
          be binding
          upon the Borrower and its successors and assigns, and shall inure to the
          benefit
of
          the
          Holder and its successors and assigns.

         

        4.5 Governing
          Law. This Note has been executed in and shall be governed by the internal
          laws of the State of New York, without regard to the principles of conflict
          of
laws.
          Borrower consents to the jurisdiction of the courts sitting in New York
          in
connection
          with any and all actions arising under this Note.

         

        IN
          WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
          by
          its duly authorized officer on this 5th day of July, 2006.

         

        
          	 	
                  CASSIDY
                    MEDIA, INC.

                
	 	 	 
	 	
                  By:

                	
                  

                
	 	
                   

                	
                  
                    

                  

                  Name:
                    KimberlyA. Hennessey 

                  Title:
                    President

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        GRID
          for
          PROMISSARY NOTE

         

        
          	
                  Date

                	 	
                  Amount
                    Advanced

                	 	
                  Date
                    and Amount of Payment

                
	
                  July
                    5, 2006

                	 	
                  $10,000