CONVERSION
      AGREEMENT

    


    This
      Conversion Agreement dated September 28, 2007 (the "Agreement")
      is by
      and between Public Company Management Corporation., a Nevada corporation and
      its
      subsidiaries (collectively, the “Company”)
      and
      Stephen Brock, an individual (“Brock”).
      

    


    WITNESSETH:

    


    WHEREAS,
      from
      time to time, Brock has loaned the Company a net aggregate amount of
      $1,019,656.86 (the “Debt”)
      as
      provided in the schedule below:

    


    ****

    


    WHEREAS,
      Brock
      desires to convert the Debt at $1.00 per share into 1,019,657 restricted shares
      (the “Shares”)
      of
      common stock, par value $.001 per share (the “Common
      Stock”)
      of the
      Company in full satisfaction of the Debt;

    


    WHEREAS,
      the
      Company desires to convert the Debt at $1.00 per share and issue the Shares
      to
      Brock in full satisfaction of the Debt;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants, agreements, and other
      good and valuable consideration, the sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

    


    	1.  	
            Warranties
              and Representations of Brock.
              Brock warrants and represents to the Company that Brock (i) owns or
              has
              rights in the Debt free and clear of any claim whatsoever by any parties;
              (ii) has not pledged or encumbered the Debt in any manner; (iii) has
              granted no right, warrant, purchase option, or any other right which
              directly or indirectly affects the Debt; (iv) is aware that the Common
              Stock of the Company to be received upon conversion as provided in
              section
              2 hereof will be restricted stock and will not be freely transferable
              by
              Brock and can only be transferred or sold at some later date pursuant
              to
              federal and state exemptions; (v) knows that no public market exists
              for
              the Shares and that Brock may not have the ability to liquidate the
              investment readily; (vi) is acquiring the Shares solely for the his
              own
              account for investment purposes only and not with a view towards their
              distribution within the meaning of the Securities Act of 1933 (the
              “Act”);
              (vii) has no agreement or other arrangement, formal or informal, with
              any
              person to sell, transfer or pledge any part of the Shares or which
              guarantees Brock any profit of or indemnifies Brock for any loss with
              respect to the Shares; (viii) has no plans to enter into any agreement
              or
              arrangement of that nature; (ix) understands that he must bear the
              economic risk of the investment for an indefinite period of time because
              he cannot sell or otherwise transfer the Shares in the absence of the
              registration provisions of all applicable securities acts; and (x)
              understands that the Company has no obligation to register the shares
              under any securities act.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    	2.  	
            Conversion.
              Brock and the Company hereby irrevocably convert the net aggregate
              amount
              of $1,019,656.86 of Debt at $1.00 per share into 1,019,657 restricted
              Shares of Common Stock of the Company as of the date first written
              above.
              Brock represents and warrants that all offers and sales by the undersigned
              of the securities issuable to the undersigned upon conversion of the
              Debt
              shall be made pursuant to registration of the securities under the
              Securities Act of 1933, as amended (the “Act”),
              or pursuant to an exemption from registration under the Act. The Company
              shall issue a certificate or certificates for the number of Shares
              of
              Common Stock in the name of K. Brock and S. Brock General Partners
              Trustee
              of Brock Family Trust bearing the following restrictive
              legend:

          


    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
      MAY
      NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i)
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
      SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
      SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
      EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND
      APPLICABLE STATE SECURITIES LAWS.”

    


    	3.  	
            Miscellaneous.

          


    


    	(a)  	
            Assignment.
              All of the terms, provisions and conditions of this Agreement shall
              be
              binding upon and shall inure to the benefit of and be enforceable by
              the
              parties hereto and their respective successors and permitted assigns.
              

          


    	(b)  	
            Applicable
              Law.
              This Agreement shall be construed in accordance with and governed by
              the
              laws of the State of Nevada, excluding any provision which would require
              the use of the laws of any other
              jurisdiction.

          


    	(c)  	
            Entire
              Agreement, Amendments and Waivers.
              This Agreement constitutes the entire agreement of the parties hereto
              and
              expressly supersedes all prior and contemporaneous understandings and
              commitments, whether written or oral, with respect to the subject matter
              hereof. No variations, modifications, changes or extensions of this
              Agreement or any other terms hereof shall be binding upon any party
              hereto
              unless set forth in a document duly executed by such party or an
              authorized agent or such party.

          


    	(d)  	
            Faxed
              Copies.
              For purposes of this Agreement, a faxed signature shall constitute
              an
              original signature.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the day and year first written
      above.

    


    _______________________

    


    “COMPANY”

    


    Public
      Company Management Corporation

    


     

    /s/
      Trae O'Neil High   

    Trae
      O'Neil High, CFO

    


    


    “BROCK”

    


    


    /s/
      Stephen Brock  

    Stephen
      Brock