EX-4.5

New York, New York
December 31, 2005

                        CONVERTIBLE GRID PROMISSORY NOTE


      FOR VALUE RECEIVED, the undersigned TWIN LAKES, INC. a Nevada corporation,
having an address at 47 School Street, Chatham, New Jersey 07928.  ("Borrower"),
promises  to pay on  demand  to  TURQUOISE  PARTNERS,  LLC,  a New York  limited
liability  company,  having an address at c/o Arnold P. Kling, 712 Fifth Avenue,
11th Floor, New York, New York 10019 ("Lender"),  the sum of Thirty Two Thousand
One Hundred  Sixty Three Dollars  ($32,163)  representing  the unpaid  principal
amount of the advances  plus accrued  interest at the rate of their percent (7%)
per annum made by Borrower to Lender as evidenced by Schedule A attached hereto.

      Lender shall endorse on the Schedules to this Note,  appropriate notations
to evidence the date,  amount,  and maturity of each loan made by Lender and the
date and amount of each  payment of  principal  made by  Borrower  with  respect
thereto;  provided,  that the  failure  of Lender to make any such  notation  or
endorsement  shall not affect the  obligations of Borrower,  hereunder under the
Borrower's Note. The Lender is hereby  irrevocably  authorized by Borrower so to
endorse the  Borrower's  Note and to attach to and make a part of the Borrower's
Note a continuation of any such schedule,  when required. The amount and time of
any advances to the Borrower shall be in the sole discretion of the Lender.

      The outstanding  principal  balance of, and accrued interest on, this Note
shall be  convertible,  at the option of the Lender,  in whole or in part,  into
shares of common stock,  par value $.001, of the Lender at the conversion  price
of $0.0034 per share (the "Conversion Price").

      The  Conversion   Price  shall  be  subject  to  equitable   proportionate
adjustment  from time to time upon the  happening of any merger,  consolidation,
exchange  of  shares,  stock  split,  stock  dividend,  capital  reorganization,
business combination, or other similar event.

      Each of the following  specified  events hereby  constitutes and is herein
referred to individually as an "Event of Default":

      (a)   Borrower's  failure  to make or  cause to be made  any  payments  to
Lender  under this Note or under any other note or  agreement  now  existing  or
hereafter to be entered into  between the  undersigned  and Lender when the same
are due; or

      (b)   Default  in the due and  timely  observance  or  performance  of the
covenants,  conditions or  agreements of Borrower  contained in this Note or the
Agreement; or
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      (c)   If any  financial  statement or  representation  or warranty made by
Borrower in the  Agreement  or in  connection  with this  transaction  or in any
document in connection  with the  instruments,  documents and  assignments to be
executed  by  Borrower  hereunder  or  pursuant  hereto  shall be  untrue in any
material respect on the date made; or

      (d)   If any  warrant  of  attachment,  execution  of other  writ shall be
issued or  levied  upon the  proceeds  or  amounts  payable  hereunder  and such
attachment, execution or other writ shall remain undischarged and unstayed for a
period in excess of sixty (60) days; or

      (e)   If Borrower should become insolvent;  or should be unable to pay its
debts as they mature;  or should make an assignment for the benefit of creditors
or to an agent authorized to liquidate any substantial  amount of its properties
or  assets;  or should  file a  voluntary  petition  in  bankruptcy  or  seeking
reorganization  or to  effect a plan or other  arrangement  with  creditors;  or
should file an answer  admitting the  jurisdiction of any court and the material
allegations  of an involuntary  petition  filed  pursuant to any  legislation or
governmental  regulation relating to bankruptcy or organization;  or should join
in  any  petition  for  an  adjudication  or  for  a  reorganization   or  other
arrangement;  or should become or be adjudicated a bankrupt; or should apply for
a consent to the  appointment of or consent that an order be made appointing any
receiver or trustee for itself or for any of its properties, assets or business;
or if an order should be entered  pursuant to any  legislation  or  governmental
rule  relating to bankruptcy  or  reorganization;  or if a receiver or a trustee
should be appointed  otherwise than upon its own  application or consent for all
or a  substantial  part of its  properties,  assets  or  business  and any  such
receiver or trustee so appointed is not discharged  within sixty (60) days after
the date of such appointment; or

      Upon the  occurrence of an "Event of Default" as defined  herein or in the
Agreement,  the entire  principal sum and accrued  interest shall,  upon written
notice by Lender to Borrower,  thereupon become due and payable at the option of
the Lender. Failure to exercise this option shall not constitute a waiver of the
right to  exercise  the same in the event of any  subsequent  default.  Borrower
hereby  waives  presentment  for payment,  demand,  protest,  notice of protest,
notice of dishonor and all other  notices in connection  with this Note,  except
Borrower does not waive notice as to any prejudgment attachment or the notice of
default and/or acceleration specifically required by this paragraph.

      All  payments of  principal  and interest in respect of this Note shall be
made in lawful  money of the United  States of America  by, at the option of the
Borrower,  wire to the bank account of Lender or in same day funds at the office
of Lender set forth above,  or at such place as shall be designated by Lender in
writing.  Until notified in writing of the transfer of this Note, Borrower shall
be  entitled to deem  Lender or such  person who has been so  identified  by the
transferor  in writing to  Borrower  as the holder of this Note as the owner and
holder of this  Note.  Each of  Lender  and any  subsequent  holder of this Note
agrees  that  before  disposing  of this Note or any part  hereof it will make a
notation hereon of all principal and interest payments made hereunder.
<PAGE>


      Borrower  may,  upon at least ten (10) days notice to Lender,  prepay this
Note in whole  or in  part,  without  penalty  or  premium.  Any  prepayment  of
principal of this Note shall  include  interest to the date of prepayment on the
principal amount being prepaid.

      Borrower agrees that all disputes arising, directly or indirectly,  out of
or relating to this Note and all actions to enforce  this Note may be dealt with
and adjudicated  exclusively in the state courts of New York sitting in New York
County or the federal  courts  sitting in the Eastern  District of New York, and
hereby expressly and irrevocably  submits the person to the jurisdiction of such
courts in any suit, action or proceeding arising, directly or indirectly, out of
or  relating  to this Note or in any action to enforce  this Note.  So far as is
permitted under the applicable law, this consent to personal  jurisdiction shall
be  self-operative  and no further  instrument or action,  other than service of
process in one of the manners specified herein or as otherwise permitted by law,
shall be  necessary  in order to  confer  jurisdiction  upon the  person  of the
Borrower in any such court.

      This Note  shall be  binding  upon the  Borrower  and its  successors  and
assigns,  and shall inure to be the benefit of the Lender and its successors and
assigns.  The  Borrower  may assign or  transfer  this Note  without any further
approval of the  Borrower.  Each  assignee or transferee of the Borrower of this
Note must be an  "accredited  investor"  (as  defined in Rule 501(a) of the 1933
Act).

      Borrower  promises  to pay all costs and  expenses,  including  reasonable
attorney's  fees,  incurred  in the  collection  and  enforcement  of this Note.
Borrower  hereby  consents to renewals  and  extensions  of time at or after the
Maturity Date hereof, without notice.

      This Note is being  delivered and is intended to be performed in the State
of New York and is governed by the laws of the State of New York  excluding  any
laws relating to the conflict or choice of laws.

      If any term or  provision of this Note or the  application  thereof to any
persons or circumstance  shall, to any extent, be invalid or unenforceable,  the
remainder of this Note or the  application  of such term or provision to persons
or circumstances  other than those as to which it is held or unenforceable shall
not be affected thereby, and each term and provision of this Note shall be valid
and enforceable to the fullest extent permitted by law.

<PAGE>


IN WITNESS  WHEREOF,  Borrower has caused this Note to be executed and delivered
by its duly  authorized  officer,  as of the day and year  and the  place  above
written.


                                        TWIN LAKES, INC.



                                        By: /s/ Arnold P. Kling
                                        Name: Arnold P. Kling
                                        Title: Chief Executive Officer

<PAGE>


                                  SCHEDULE "A"


                              TRANSACTIONS ON NOTE


                             Amount of
               Amount of     Principal     Outstanding
               Loan Made     Paid           Balance       Accrued
Date           This Date     This Date     This Date      Interest      Notation
----           ---------     ---------     ---------      --------      --------

02/27/04        $ 6,000         $-0-        $ 6,000            --          AK
06/29/04        $ 5,000         $-0-        $11,000            --          AK
09/30/04        $ 2,200         $-0-        $13,200            --          AK
12/06/04        $ 2,000         $-0-        $15,200            --          AK
02/10/05        $ 3,000         $-0-        $18,200            --          AK
04/25/05        $ 3,000         $-0-        $21,200            --          AK
06/29/05        $ 2,500         $-0-        $23,700            --          AK
08/16/05        $ 3,000         $-0-        $26,700            --          AK
11/28/05        $ 3,300         $-0-        $30,000            --          AK
12/31/05             --           --             --        $2,163