PROMISSORY NOTE

This  agreement  dated  for  reference  this  ____  day  of  ________,  2001

BETWEEN:
          UPGRADE  INTERNATIONAL  CORP.,  1411  Fourth  Ave., Suite 629, Seattle
          Washington,  98101  (hereinafter  called  "Borrower")
                                                            OF  THE  FIRST  PART

AND

          ----------------------------------------------------------------------
          ---------------------- (hereinafter  called  "Lender")
                                                           OF  THE  SECOND  PART


WHEREAS, borrower is desirous of borrowing and Lender is desirous of lending USD
$100,000  for  a period of 31 days, subject to the terms and conditions provided
herein.


THEREFORE  BE  IT  AGREED  THAT;

          1.   Interest will be calculated and payable upon maturity of the note
               at  a  rate of 10% per annum, and 10,000 shares will be issued as
               compensation  for  the  loan.
          2.   In  the event that the loan is not repaid on the maturity date, a
               penalty  charge  will  be  due  and  payable  as  follows;
          -    10%  of  the  unpaid  principle and interest at the maturity date
               will  be  issued  in common stock to the lender, calculated based
               upon  the  average  trading  price  of  the  common  stock of the
               borrower  on  the  loan  maturity  date.
          -    Warrants to acquire common stock will be issued equal to 12.5% of
               the  unpaid  principle  and  interest  at  the loan maturity date
               issued  at  a strike price being the average trading price of the
               borrowers  common  stock  on  the  maturity  date.
          -    Bonus  Warrants  to  acquire common stock will be issued equal to
               20%  of  the  unpaid  principle and interest at the loan maturity
               date calculated at the current market issued at a strike price of
               $6.00.
          3.   In  the event that the loan principle and interest is not repaid,
               an  additional  penalty will become due and payable every 30 days
               following  the  maturity  date.


Agreed  this  ____  day  of  ________________,  2001.


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Upgrade  International  Corp.