CONVERTIBLE NOTE

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED .

A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 25, 2007 (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS NOTE. 

FOR VALUE RECEIVED, LONG-E INTERNATIONAL, INC., a Utah corporation (hereinafter called “Borrower”), hereby promises to pay to _________________________________ (the “Holder”), or its order, the sum of ______________________________________ ($__________) (“Principal”), without interest, on January __, 2017 (the “Maturity Date”), but the maturity of this Note is automatically extended on a month by month basis.

1.1   Securities Purchase Agreement. This Convertible Note (“Note”) is one of a Series of Notes issued pursuant to that certain Securities Purchase Agreement dated as of January 25, 2007 by and among Borrower, Holder and other purchasers named therein (the “Purchase Agreement”) and is subject to the terms and conditions of that agreement.

1.2   No Interest. This Note shall not bear interest other than pursuant to the terms of Section 1.3 herein.

1.3   Payment Grace Period. The Borrower shall have a ten (10) day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of ten percent (10%) per annum shall apply to the amounts owed hereunder.

The Holder shall have the right or obligation to convert the Principal of this Note into shares of the Borrower’s Common Stock or Preferred Stock as set forth below.

(a)   Subject to the provisions of Section 2.3 herein, the Holder shall have the right, exercisable at any time from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal of this Note, in whole or in part, upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the “Conversion Date”) into fully paid and nonassessable shares of Borrower’s Common Stock (without par value) at the Conversion Price (defined below); provided, however, that effective as of the date (the “Preferred Stock Authorization Date”) of amendment of the Company’s Articles of Incorporation to authorize and designate a class of preferred stock subject to the terms set forth in the Certificate of Designations of Preferences, Rights and Limitations attached as Exhibit D to the Purchase Agreement (the “Preferred Stock”), this Note will cease to be convertible into Common Stock and will automatically be converted into shares of such Preferred Stock at the Conversion Price. Borrower shall issue and deliver to the Holder, within three (3) trading days from the Conversion Date or the Preferred Stock Authorization Date, as the case may be (“Delivery Date”), that number of shares of Common Stock or Preferred Stock, as applicable, that equals the Principal divided by the Conversion Price. Upon partial conversion of the Note, a new Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been converted or paid. Upon full conversion of this Note, the Note shall be cancelled and the Holder shall deliver the Note to the Borrower.

(b)   Subject to clause (c) below, the “Conversion Price” per share of Borrower’s stock shall be $0.40.

(c)   The character and amount of securities or other property issuable upon conversion of this Note and the Conversion Price are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative:

(i)   The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionally adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

(ii)   In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the “Effective Date”), shall receive, in lieu of the shares of Borrower’s stock at any time issuable upon the conversion of the Note prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted th