Exhibit 10.34

                                                         NOTE: DECEMBER 20, 2013

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQIDREMENTS OF THE SECURITIES ACT.

THIS  NOTE  DOES NOT  REQIDRE  PHYSICAL  SURRENDER  OF mE NOTE IN THE EVENT OF A
PARTIAL  REDEMPTION OR  CONVERSION.  AS A RESULT,  FOLLOWING  ANY  REDEMPTION OR
CONVERSION  OF ANY  PORTION  OF THIS  NOTE,  THE  OUTSTANDING  PRINCIPAL  AMOUNT
REPRESENTED  BY THIS  NOTE MAY BE LESS THAN THE  PRINCIPAL  AMOUNT  AND  ACCRUED
INTEREST SET FORTH BELOW.

                         10% CONVERTIBLE PROMISSORY NOTE

                                       OF

                          RED GIANT ENTERTAINMENT INC.

Issuance Date: December 20, 2013
Beginning Value of this Note: $17,500
Original Issue Discount: $7,500
Total Face Value of Note: $25,000

     THIS NOTE ("Note" or "Note") is a duly  authorized  Convertible  Promissory
Note of RED GIANT  ENTERTAINMENT  INC. a corporation duly organized and existing
under  the laws of the  State  of  Nevada  (the  "Company"),  designated  as the
Company's  10%  Convertible  Promissory  Note Due December  20, 2014  ("Maturity
Date"}in the principal  amount of Twenty Five Thousand  Dollars  ($25,000)  (the
"Note").

     FOR VALUE  RECEIVED,  the  Company  hereby  promises to pay to the order of
Iconic  Holdings,  LLC  or  its  registered  assigns  or  successors-in-interest
("Holder") the principal sum of Twenty Five Thousand Dollars ($25,000)  together
with all  accrued but unpaid  interest,  if any, on the  Maturity  Date,  to the
extent such principal  amount and interest has not been repaid or converted into
the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), in
accordance with the terms hereof.

     The initial Purchase Price will be seventeen  thousand five hundred dollars
($17,500) of consideration upon execution of the Note Purchase Agreement and all
supporting  documentation.  The sum of seventeen  thousand five hundred  dollars
($17,500)  shall be remitted and  delivered to the Company,  and seven  thousand
five hundred  dollars  ($7,500)  shall be retained by the  Purchaser  through an
original  issue  discount  for due  diligence  and legal  bills  related to this

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transaction.  The Holder reserves the right to pay additional  consideration  at
any time and in any amount it desires, at its sole discretion. The principle sum
owed by the Company shall be prorated to the amount of consideration paid by the
Holder  and  only the  consideration  received  by the  Company,  plus  prorated
interest, fees and original issue discount, shall be deemed owed by the Company.
The original  issue  discount is set at ten percent  (10%) of any  consideration
paid. The Company is not responsible to repay any unfunded portion of this Note.

     Interest on any outstanding  principal  balance shall accrue at a rate of I
0% per annum.  In the Event of Default  pursuant to Section 2(f),  interest will
accrue at the rate equal to the lower of twenty  (20%) per annum or the  highest
rate permitted by law (the "Default Rate").

     This  Note  may not be  prepaid  in whole or in part  except  as  otherwise
provided  herein.  Whenever any amount  expressed to be due by the terms of this
Note is due on any day which is not a Business Day (as defined below),  the same
shall instead be due on the next succeeding day which is a Business Day.

     For purposes hereof the following terms shall have the meanings ascribed to
them below:

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or a day on
which commercial banks in the City of New York are authorized or required by law
or executive order to remain closed.

     "CONVERSION  PRICE" shall be equal to the lower of $.0033 or sixty  percent
(60%) of the lowest  trading  price of the  Company's  common  stock  during the
twenty (20) consecutive trading days prior to the date on which Holder elects to
convert all or part ofthe Note.  If the  Company is placed on  "chilled"  status
with the Depository Trust Company ("DTC"), the discount will be increased by ten
percent (10%) until such chill is remedied.

     "PRINCIPAL  AMOUNT"  shall refer to the sum of (i) the  original  principal
amount of this Note, (ii) all accrued but unpaid interest  hereunder,  and (iii)
any default payments owing under the Agreements but not previously paid or added
to the Principal Amount.

     "TRADING  DAY"  shall  mean  a  day  on  which  there  is  trading  on  the
PrincipalMarket.

     "UNDERLYING  SHARES"  means the  shares . of common  stock into which o the
Note is convertible (including interest or principal payments in common stock as
set forth herein) in accordance with the terms hereof.

     The following terms and conditions  shall apply to this Note:

SECTION 1.00 CONVERSION.

     (a)  Conversion  Right.  Subject to the terms hereof and  restrictions  and
limitations  contained herein,  the Holder shall have the right, at the Holder's
option,  at any time to convert the  outstanding  Principal  Amount and Interest
under this Note in whole or in part.

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     (b) The date of any Conversion  Notice hereunder and any Payment Date shall
be referred to herein as the "Conversion Date".

     (i) Stock  Certificates or DWAC. The Company will deliver to the Holder, or
Holder's  authorized  designee,  no later  than two (2)  Trading  Days after the
Conversion Date, a certificate or certificates  (which  certificate(s)  shall be
free of restrictive legends and trading restrictions) representing the number of
shares of Common Stock being  acquired upon the conversion of this Note. In lieu
of  delivering  physical  certificates  representing  the shares of Common Stock
issuable upon conversion of this Note,  provided the Company's transfer agent is
participating in the DTC Fast Automated  Securities  Transfer  ("FAST") program,
upon  request of the  Holder,  the  Company  shall use  commercially  reasonable
efforts to cause its  transfer  agent to  electronically  transmit  such  shares
issuable  upon  conversion  to the Holder (or its  designee),  by crediting  the
account of the Holder's (or such  designee's)  prime broker with DTC through its
Deposits and Withdrawal at Custodian (DWAC) program (provided that the same time
periods herein as for stock certificates shall apply).

If the Company fails to deliver to the Holder such  certificate or  certificates
(or shares  through DTC) pursuant to this Section (free of any  restrictions  on
transfer or legends) prior to the third Trading Day after the  Conversion  Date,
the Company  shall pay to the Holder as liquidated  damages,  in cash, an amount
equal to Two  Thousand  Dollars  ($2,000)  per day,  until such  certificate  or
certificates are delivered.  The Company acknowledges that it would be extremely
difficult or  impracticable  to determine the  Holder'sactual  damages and costs
resulting from a failure to deliver the Common stock and the inclusion herein of
any such additional amounts are the agreed upon liquidated damages  representing
a reasonable  estimate of those damages and costs. Such liquidated  damages will
be added to the principal value ofthe.Note.

     (c)  Reservation  and  Issuance.  of  Underlying  Securities.  The  Company
covenants  that it will at all  times  reserve  and  keep  available  out of its
authorized  and unissued  Common  Stock solely for the purpose of issuance  upon
conversion of this Note  (including  repayments in stock),  free from preemptive
rights or any other actual contingent  purchase rights of persons other than the
Holder,  not less than three times (3x) the number of shares of Common  Stock as
shall be issuable (taking into account the adjustments  under this Section!  but
without  regard  to  any  ownership   limitations  contained  herein)  upon  the
conversiono  of this Note in Common  Stock.  These  shares  shall be reserved in
proportion with the Consideration actually received by the Company and the total
reserve will be increased with future payments of consideration  by Bolder.  The
Company  covenants  that all shares of Common Stock that shall be issuable will,
upon issue, be duly authorized,  validly issued, fully-paid,  non-assessable and
freely-tradable. The Company agrees that this is a material term ofthis Note.

     (d) Conversion  Limitation.  The holder will not submit a conversion to the
Company  that  would  result in the Holder  owning  more than 9.99% of the total
outstanding shares ofthe Company.

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SECTION 2.00 DEFAULTS AND REMEDIES.

     (e) Events of Default.  An "EVENT OF DEFAULT"  is: (i) a default in payment
of any amount  due  hereunder  which  default  continues  for more than five (5)
business  days  after the due date;  (ii) a default in the  timely  issuance  of
underlying  shares  upon and in  accordance  with terms  hereof,  which  default
continues  for three (3)  Business  Days after the Company has  received  notice
informing  the  Company  that it has  failed to issue  shares or  deliver  stock
certificates  within the third erd) day following  the  Conversion  Date;  (iii)
failure by the Company for three (3) days after notice has been  received by the
Company  to  comply  with  any  material  provision  of the  Exchange  Agreement
(including  without  limitation  the  failure to issue the  requisite  number of
shares of Common Stock upon  conversion  hereof;  (iv) a material  breach by the
Company of its representations or warranties in the Exchange Agreement;  (v) any
default after any cure period under, or  acceleration  prior to maturity of, any
mortgage,  indenture or  instrument  under which there may be issued or by which
there may be secured or evidenced  any  indebtedness  for money  borrowed by the
Company  in excess of $7,500 or for money  borrowed  the  repayment  of which is
guaranteed  by the Company in excess of $7,500,  whether  such  indebtedness  or
guarantee  now exists or shall be  created  hereafter;  (vi) any  failure of the
Company to  satisfy  its  "filing"  obligations  under the rules and  guidelines
issued by OTC Markets News Service, OTC Markets.com and their affiliates;  (vii)
Any failure of the Company to provide the Holder with information related to the
corporate structure including,  but not limited to, the number of authorized and
outstanding shares,  public float, etc. within one (1) day of request by Holder;
(viii) failure to have  sufficiento  number of authorized but unissued shares of
the  Company's  Common  Stock  available  for any  conversion;  (ix)  failure of
Company's  stock to maintain a bid price in its trading  market which occurs for
at least three (3)  consecutive  days;  (x) any delisting  for any reason;  (xi)
failure  by  Company  to pay any of its  Transfer  Agent  fees or to  maintain a
Transfer Agent of record; (xii) any trading suspension imposed by the Securities
and Exchange  Commission under Sections 12G) or 12(k) of the 1934 Act; (xiii) if
the Company is subject to any Bankruptcy Event;  (xiv) failure of the Company to
remain  compliant with DTC, thus incurring a "chilled"  status with DTC; or (xv)
failure  of the  Company  to abide by the  terms of the  right of first  refusal
contained in Section 3.00 (i).

     Remedies.  If an Event of Default occurs and is continuing  with respect to
the Note, the Holder may declare all of the then outstanding Principal Amount of
this Note, including any interest due thereon, to be due and payable immediately
without further action or notice. In the event of such acceleration,  the amount
due and owing to the Holder shall be increased to one hundred and fifty  percent
(150%) of the outstanding  Principal  Amount of the Note held by the Holder plus
all  accrued  and  unpaid  interest,  fees,  and  liquidated  damages,  if  any.
Additionally,  this Note shall bear  interest on any unpaid  principal  from and
after the occurrence and during the continuance of an Event of Default at a rate
of twenty percent (20%). Finally, the Note will accrue liquidated damages of one
thousand  dollars  ($1,000) per day from and after the occurrence and during the
continuance of an Event of Default.  The Company  acknowledges  that it would be
extremely  difficult or  impracticable  to determine the Holder's actual damages
and costs resulting from an Event of Default and any such additional amounts are
the agreed upon liquidated damages  representing a reasonable  estimate of those
damages and costs. The remedies under this Note shall be cumulative and added to
the principal value of the Note.

                                       4
<PAGE>
SECTION 3.00 GENERAL.

     (f) Payment of Expenses.  The Company agrees to pay all reasonable  charges
and expenses,  including attorneys' fees and expenses,  which may be incurred by
the Holder in successfully  enforcing this Note and/or collecting any amount due
under this Note.

     (g)  Assignment,  Etc.  The Holder may assign or transfer  this Note to any
transferee at its sole  discretion.  This Note shall be binding upon the Company
and its  successors  and  shall  inure  to the  benefit  of the  Holder  and its
successors and permitted assigns.

     (h) Governing Law; Jurisdiction.

     (I)  GOVERNING  LAW.  This  note  will  be  governed  by and  construed  in
accordance  with  the laws of the  state of  California  without  regard  to any
conflicts  of laws or  provisions  thereof  that  would  otherwise  require  the
application of the law of any other jurisdiction.

     (II) JURISDICTION. Any dispute or claim arising to or in any way related to
this Note or the rights and  obligations  of each of the parties hereto shall be
settled by binding arbitration in San Diego,  California.  All arbitration shall
be  conducted  in  accordance  with the rules and  regulations  of the  American
Arbitration  Association  ("AAA").  AAA shall  designate an  arbitrator  from an
approved list of  arbitrators  following  both  parties'  review and deletion of
those arbitrators on the approved list having a conflict of interest with either
party. The Company agrees that a final non-appealable judgement in any such suit
or proceeding shall be conclusive and may be enforced in other  jurisdictions by
suit on such judgment or in any other lawful manner.

     (II) . NO JURY TRIAL. The Company hereto  knowingly and voluntarily  waives
any and all rights it may have to a trial byjury with respect to any  litigation
based on, or arising out of, under, or in connection with, this note.

     (i) Right of .first Refusal From and after the date of this Note and at all
times  hereafter  while the Note is  outstanding,  the Parties agree that in the
event that the Company  receives any written or oral proposal  (the  "Proposal")
containing one or more offers to provide  additional  capital or financing in an
amount equal to or exceeding an aggregate of fifty thousand dollars  ($7,500.00)
(the "Financing Amount"), the Company agrees that it shall provide a copy of all
documents  received  relating  to the  Proposal  together  with a  complete  and
accurate  description  of  the  Proposal  to  the  Holder  and  all  amendments,
revisions,  and  supplements  thereto (the  "Proposal  Documents") no later than
three (3). business days from the receipt of the Proposal  Documents.  Following
receipt of the Proposal  Documents  from the Company,  the Holder shall have the
right (the "Right of First  Refusal"),  for a period of five (5)  business  days
thereafter (the "Exercise Period"), to invest, at similar or better terms to the
Company,  in an amount  equal to or  greater  than the  Financing  Amount,  upon
written  notice to the Company that the Holder is exercising  the Right of First
Refusal  provided  hereby.  In furtherance  of the Right of First  Refusal,  the
Company  agrees that it will  cooperate  and assist  Holder in  conducting a due
diligence  investigation of the Company and its corporate and financial  affairs
and provide  Holder with  information  and documents  that Holder may reasonably

                                       5
<PAGE>
request  so as to allow the  Holder  to make an  informed  investment  decision.
However,  the Company and Holder  agree that Holder shall have no more than five
(5)  calendar  days from and  after the  expiration  of the  Exercise  Period to
exercise its Right of First Refusal hereunder. This Right of First Refusal shall
extend  to all  purchases  of debt held by  current  shareholders,  vendors,  or
creditors.

IN WITNESS WHEREOF,  the Company has caused this Convertible  Promissory Note to
be duly executed on the day and in the year first above written.

                                   RED GIANT ENTERTAINMENT INC


                                   By: /s/ Benny R. Powell
                                      ----------------------------------------
                                   Name:  Benny R. Powell
                                   Title: CEO
                                   Date:  Dec 20, 2013


This Note is acknowledged as: Note of December 20, 2013

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<PAGE>
                                    EXHIBIT A

                            FORM OF CONVERSION NOTICE

(To be  executed  by the  Holder  in  order  to  convert  that  certain  $25,000
Convertible Promissory Note identified as the Note)

DATE:
       ------------------------------------
FROM:  Iconic Holdings, LLC

Re:    $25,000 Convertible Promissory Note (this "Note") originally issued by
       RED  GIANT  ENTERTAINMENT  INC.,  a  Nevada  corporation,   to  Iconic
       Holdings, LLC on December 20,2013.

The  undersigned  on behalf of ICONIC  HOLDINGS,  LLC,  hereby elects to convert
$____________ of the aggregate  outstanding  Principal Amount (as defined in the
Note)  indicated  below of this Note into  shares of Common  Stock,  $0.0001 par
value per share, of RED GIANT ENTERTAINMENT INC (the "Company") according to the
conditions  hereof,  as of the date written below. If shares are to be issued in
the  name of a person  other  than  undersigned,  the  undersigned  will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates  and opinions as reasonably  requested by the Company in accordance
therewith.  No fee will be charged to the holder for any conversion,  except for
such transfer  taxes,  if any. The  undersigned  represents as ofthe date hereof
that,  after  giving  effect to the  conversion  of this Note  pursuant  to this
Conversion  Notice,  the undersigned  will not exceed the "Restricted  Ownership
Percentage" contained in this Note.

Conversion information:

                              --------------------------------------------------
                              Date to Effect Conversion

                              --------------------------------------------------
                              Aggregate Principal Amount of Note Being Converted

                              --------------------------------------------------
                              Aggregate Interest on Amount Being Converted

                              --------------------------------------------------
                              Number of Shares of Common Stock to be Issued

                              --------------------------------------------------
                              Applicable Conversion Price

                              --------------------------------------------------
                              Signature

                              --------------------------------------------------
                              Name

                              --------------------------------------------------
                              Address

                                       7
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                 NOTARIZED CERTIFICATE OF CORPORATE SECRETARY

                                       OF
                          RED GIANT ENTERTAINMENT INC.

                                   (Two Pages)

     The undersigned, Benny R. Powell is the duly elected Corporate Secretary of
Red Giant Entertainment Inc., a Neva a corporation (the "Company").

     I hereby  warrant  and  represent  that I have  undertaken  a complete  and
thorough  review of the  Company's  corporate  and  financial  books and records
including, but not limited to, the Company's records relating to the following:

     (A) that certain issuance of that certain convertible promissory note dated
         December 20, 2013 (the "Note Issuance Date") issued to Iconic Holdings,
         LLC (the "Holder") in the stated  original  principal  amount of twenty
         five thousand dollars ($25,000) (the "Note");

     (B) the Company's Board of Directors duly approved the issuance of the Note
         to the Holder.

     (C) The Company has not received and does not contemplate receiving any new
         consideration  from any persons in connection with any later conversion
         of the Note and the  issuance of the  Company's  Common  Stock upon any
         said conversion.

     (D) To my best knowledge and after completing the aforementioned  review of
         the Company's  shareholder and corporate  records, I am able to certify
         that the Holder  (and the persons  affiliated  with the Holder) are not
         officers,  directors, or directly or indirectly, ten percent(IO.OO%) or
         more  stockholders of the Company and none of said persons have had any
         such status in the one hundred  (100) days  immediately  preceding  the
         date of this Certificate.

     (E) The Company's Board of Directors have approved duly adopted resolutions
         approving the Irrevocable  Instructions to the Company's Stock Transfer
         Agent attached to the Note Purchase Agreement, dated December 20, 2013.

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     (F) The Company is not, nor has ever been,  a "shell  company" as described
         in Rule 144(i)(l)(i) of the Securities Act of 1933, as amended.

     (G) I understand  the  constraints  imposed under Rule 144 on those persons
         who are or may be deemed to be "affiliates," as that term is defined in
         Rule 144(a)(l) of the Securities Act of 1933.

     (H) I  understand  that  all of  the  representations  set  forth  in  this
         Certificate will be relied upon by counsel to Iconic  Holdings,  LLC in
         connection with the preparation of a legal opinion.

     I HEREBY AFFIX MY SIGNATURE TO THIS NOTARIZED CERTIFICAT AND HEREBY CONFIRM
THE ACCURACY OF THE STATEMENTS MADE HEREIN.



SIGNED: /s/ Benny R. Powell                           DATE:
       --------------------------------------               --------------------

Name:  Benny R. Powell                                Title:
       --------------------------------------               --------------------

SUBSCRIBED AND SWORN TO BEFORE ME ON THIS _____DAY OF ;2013.

                                           Commission Expires:
                                                              ------------------
--------------------------------------
Notary Public

                                       2
<PAGE>
                             NOTE PURCHASE AGREEMENT

     This Note Purchase  Agreement (the  "Agreement") is made as of December 20,
2013 by and  between  Red Giant  Entertainment  Inc. a Nevada  corporation  with
principal offices at 614 E. Hwy 50, Suite 235, Clermont FL 34711 (the "Company")
and  Iconic  Holdings,  LLC,  a  Delaware  LLC with  principal  offices  at 7200
Wisconsin Ave. Suite 206, Bethesda, MD 20814 (the "Purchaser").  As used herein,
the term "Parties" shall be used to refer to the Company and Purchaser jointly.

                                    WHEREAS:

     A.  The Parties jointly warrant and represent that they have a pre-existing
         relationship prior to the date of this Agreement.

     B.  Purchaser   warrants  and  represents  that  it  is  sophisticated  and
         experienced  in  acquiring  the  debt   instruments   issued  by  small
         early-stage  companies  that have not achieve  profitability,  positive
         cash flow or both.

     C.  Purchaser warrants and represents that it is an "accredited  investor,"
         as that term is defined in Rule 501 of the  Securities  Act of 1933, as
         amended (the "1933 Act").

     D.  Purchaser  warrants  and  represents  that prior to entering  into this
         Agreement that it has received and completed its review ofthe Company's
         corporate  and  financial  statements  as  included  in the filings and
         disclosures  as listed for the Company with the Securities and Exchange
         Commission which has allowed Purchaser to. make an informed  investment
         decision   with  respect  to  purchase  of  that  certain   Convertible
         Promissory Note in the stated original  principal amount of Twenty Five
         Thousand  Dollars  ($25,000.00)  (the "Note") attached in Exhibit A and
         dated December 20, 2013.

     E.  The Purchaser acknowledges and agrees that it is acquiring the Note for
         investment purposes only and not with a view to a distribution.

     F.  The  Purchaser  acknowledges  and  agrees  that:  (i)  the  Note  is  a
         "restricted  security," as that tennis  defined inthe 1933 Act and (ii)
         no  registration  rights have been granted to Purchaser to register the
         Note.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

     Section 1. SALE AND ISSUANCE OF THE NOTE. In consideration of the Company's
receipt  of  the  initial  sum  of  Seventeen   Thousand  Five  Hundred  Dollars
($17,500.00)  at Closing (as defined in Section 2.1),  the Company shall sell to
the  Purchaser,   and  the  Purchaser  shall  purchase  from  the  Company  (the
"Issuance") the Note upon the terms set forth in this Agreement. In addition, a

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<PAGE>
copy of that certain  Action of the Board of Directors,  dated December 20, 2013
(the  "ACTION OF THE BOARD OF  DIRECTORS")  is attached  in Exhibit A,  attached
hereto.

SECTION 2. THE CLOSING.

     2.1. PLACE OF CLOSING AND PROCEDURE AT CLOSING. The closing of the issuance
ofthe Note to the Purchaser (the "CLOSING") shall take place simultaneously with
and upon the satisfaction of the following conditions:

     (1) the Company's execution and delivery to the Purchaser of the following:
(a) an executed copy of this Agreement;  (b) an executed copy of the Note; (c) a
signed copy of the Irrevocable  Instructions to the Transfer Agent;  and (d) the
signed Action of the Board of Directors.

     (2) the  Purchaser's  execution of a wire  transfer to the Company no later
than one (1) business day following the Closing as follows: the sum of seventeen
thousand  five  hundred  dollars  ($17,500.00)  in cash  shall be  remitted  and
delivered to the Company and seven  thousand  five hundred  dollars  ($7,500.00)
shall be retained by the Purchaser  through an original  issue  discount for due
diligence and legal bills related to this transaction.

     (3) the Purchaser reserves the right to pay additional consideration at any
time and in any amount it desires, at its sole discretion.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to the Purchaser as follows:

     3.1. ORGANIZATION.  The Company is duly organized,  validly existing and in
good standing  under the laws of the State of Nevada and is qualified to conduct
its business as a foreign  corporation in each jurisdiction where the failure to
be so qualified would have a material adverse effect on the Company.

     3.2.  AUTHORIZATION  OF  AGREEMENT,  ETC,  The  execution,   delivery.  and
performance by the Company of this Agreement,  the Note, and each other document
or  instrument  contemplated  hereby or thereby  (collectively,  the  "FINANCING
DOCUMENTS")  have been duly authorized by all requisite  corporate action by the
Company and  delivered by the Company.  Each of the  Financing  Documents,  when
executed  and  delivered  by  the  Company,  constitutes  a  valid  and  binding
obligation of the Company,  enforceable  against the Company in accordance  with
its  terms,  subject  to  applicable  bankruptcy,  insolvency,   reorganization,
fraudulent  conveyance,  moratorium or other similar laws  affecting  creditors'
rights and  remedies  generally,  and  subject as to  enforceability  to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding at law or in equity).

SECTION 4.. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

     The Purchaser hereby represents and warrants to the Company as follows:

     4.1. AUTHORIZATION OF THE DOCUMENTS.  Purchaser has all requisite power and
authority(corporate or otherwise) to execute,  deliver and perform the Financing

                                       2
<PAGE>
Documents to which it is a party and the transactions  contemplated thereby, and
the  execution,  delivery and  performance  by such  Purchaser of the  Financing
Documents  to which it is a party  have been duly  authorized  by all  requisite
action by such  Purchaser and each such  Financing  Document,  when executed and
delivered by the Purchaser,  constitutes a valid and binding  obligation of such
Purchaser,  enforceable  against such  Purchaser in  accordance  with its terms,
subject  to  applicable  bankruptcy,  insolvency,   reorganization,   fraudulent
conveyance,  moratorium or other similar laws  affecting  creditors'  rights and
remedies generally, and subject, as to enforceability,  to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).

     4.2.  INVESTMENT  REPRESENTATIONS.  The Purchaser  warrants and  represents
that:

     (a)  the  Purchaser is an  accredited  investor (as that term is defined in
          Rule 50l(a)(l) of Regulation D ofthe 1933 Act;

     (b)  the  Purchaser is  sophisticated  and  experienced  in  acquiring  the
          securities of small public companies;

     (c)  the Purchaser has reviewed the Company's Annual and Quarterly  Reports
          together with the audited financial statements contained therein;

     (d)  the Purchaser has had  sufficient  opportunity  to review and evaluate
          the  risks  and  uncertainties  associated  with  the  purchase  ofthe
          Company's securities;

     (e)  the  Purchaser is acquiring  the Note from the Company for  investment
          purposes only o and not with a view to a distribution.

     4.3 RESTRICTED  SECURITY.  Purchaser  understands and acknowledges that the
Note has not been, and when issued will not be,  registered  with the Securities
and Exchange  Commission.  Purchaser  warrants and represents  that it has fully
reviewed  the  restricted  securities  legend  and the  terms  thereof  with its
financial,  legal, investment,  and business advisors and that it has not relied
upon the  Company  or any other  person for any  advice in  connection  with the
purchase of the Note, this Agreement, or both of them.

     4.4 LEGAL COUNSEL.  Purchaser has consulted with its own independent legal,
tax,  investment,  and other advisors of its own choosing prior to entering into
this Agreement.

     4.5 ABSENCE OF REGISTRATION RIGHTS.  Purchaser  understands and agrees that
it is not  acquiring  and has not been  granted  any  registration  rights  with
respect  to the  Note.  The  Note is a  restricted  security  and the  Purchaser
understands that there is no trading market for the Note and no such market will
likely ever develop.

SECTION 5. BROKERS AND FINDERS.

The  Company  shall not be  obligated,  unless  previously  detailed  in Section
2.1(2),  to pay any  commission,  brokerage  fee or  finder's  fee  based on any
alleged  agreement or understanding  between the Purchaser and a third person in

                                       3
<PAGE>
respect of the transactions  contemplated hereby. The Purchaser hereby agrees to
indemnify the Company  against any claim by any third person for any commission,
brokerage or finder's fee or other payment with respect to this Agreement or the
transactions contemplated hereby based on any alleged agreement or understanding
between the Purchaser and such third person, whether express or implied from the
actions of the Purchaser.

SECTION 6. SUCCESSORS AND ASSIGNS.

This Agreement shall bind and inure to the benefit of the Company, the Purchaser
and their respective successors and assigns.

SECTION 7. ENTIRE AGREEMENT.

This  Agreement  and the  other  writings  and  agreements  referred  to in this
Agreement  or  delivered   pursuant  to  this   Agreement   contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersede all prior agreements and understandings among the parties with respect
thereto.

SECTION 8. NOTICES.

All  notices,  demands and  requests of any kind to be delivered to any party in
connection with this Agreement shall be personally served, sent via facsimile or
e-mail, or sent in writing via an internationally  recognized  overnight courier
or by registered or certified mail, return receipt requested and postage prepaid
to the address of each party  listed on the first page of this  Agreement  or to
such other address as the party to whom notice is to be given may have furnished
to the other  parties  to this  Agreement  in  writing  in  accordance  with the
provisions of this Section 8. Any such notice or  communication  shall be deemed
to have been received (i) in the case of personal delivery,  on the date of such
delivery, (ii) in the case of facsimile or e-mail, immediately (iii) in the case
of an  internationally-recognized  overnight  courier,  on the next business day
after the date when sent and (iv) in the case of mailing,  on the third business
day following that on which the piece of mail containing such  communication  is
posted.

SECTION 9. AMENDMENTS.

This Agreement may not be modified or amended,  or any of the provisions of this
Agreement waived, except by written agreement of the Company and the Purchaser.

SECTION 10. ATTORNEYS' FEES.

In the event of a dispute  between the parties  concerning  the  enforcement  or
interpretation of this Agreement,  the prevailing party in such dispute, whether
by legal  proceedings  or  otherwise,  shall be reimbursed  immediately  for the
reasonably  incurred  attorneys'  fees and other costs and expenses by the other
parties to the dispute.

SECTION LL. GOVERNING LAW AND ARBITRATION.

(A) All questions  concerning the construction,  interpretation  and validity of
this  Agreement  shall be governed by and  construed  and enforced in accordance
with the domestic laws of the State of California  without  giving effect to any
choice or conflict of law  provision or rule (whether in the State of California

                                       4
<PAGE>
or any other  jurisdiction)  that would cause the application of the laws of any
jurisdiction  other  than  the  State  of  California.  In  furtherance  of  the
foregoing,  the  internal  law of the  State  of  California  will  control  the
interpretation   and  construction  of  this  Agreement,   even  if  under  such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily or necessarily apply.

SECTION 12. CAPTIONS AND EXHIBIT A.

The  captions  by which the  sections  and  subsections  of this  Agreement  are
identified are for  convenience  only, and shall have no effect  whatsoever upon
its  interpretation.  Exhibit A is attached  hereto and each of the  attachments
listed in Exhibit A are each with Exhibit A incorporated by reference herein.

SECTION 13. SEVERANCE.

If any  provision of this  Agreement is held to be illegal or invalid by a court
of  competent  jurisdiction,  such  provision  shall be deemed to be severed and
deleted;  and neither such  provision,  nor its severance  and  deletion,  shall
affect the validity of the remaining provisions.

SECTION 14. COUNTERPARTS.

This  Agreement  may be  executed in any number of  counterparts,  and each such
counterpart of this Agreement shall be deemed to be an original instrument,  but
all such  counterparts  together shall  constitute but one agreement.  Facsimile
counterpart signatures . to this Agreement shall be acceptable and binding.



         [The remainder of this page has been left intentionally blank.]

                                       5
<PAGE>
     IN WITNESS  WHEREOF,  each of the  undersigned  has duly executed this Note
Purchase Agreement as of the date first written above.

                            FOR THE COMPANY:

                            RED GIANT ENTERTAINMENT INC.


                            By: /s/ Benny R. Powell
                               ---------------------------------------
                            Name: Benny R. Powell
                            Its:  CEO


                            FOR THE PURCHASER:
                            ICONIC HOLDINGS, LLC

                            By:
                            Name:

                            Title: Managing Member


                   [SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]


         [The remainder of this page has been left intentionally blank.]

                                       6
<PAGE>
                                    EXHIBIT A

     (COPY OF CONVERTIBLE PROMISSORY NOTE, BOARD RESOLUTION, AND IRREVOCABLE
        INSTRUCTIONS TO STOCK TRANSFER AGENT, ARE EACH ATTACHED HERETO.)

1.   Copy of Convertible Promissory Note

2.   Copy of the Board Resolution of the Borrower

3.   Copy of Irrevocable Instructions to Stock Transfer Agent



         [The remainder of this page has been left intentionally blank.]

                                       7
<PAGE>
                       ATTACHED TO NOTE PURCHASE AGREEMENT

                     Irrevocable Transfer Agent Instructions

DATE: December 20, 2013

Holladay Stock Transfer
2939 N 67th Place
Scottsdale, AZ 85251

Ladies and Gentlemen:

On behalf of Red Giant Entertainment Inc., a Nevada corporation (the "COMPANY"),
reference is made to that certain Note Purchase Agreement,  dated as of December
20, 2013, and the Convertible Note with principle value of $25,000 (the "NOTE"),
dated  December  20,  2013  (both  of  which  are  jointly  referred  to as  the
"AGREEMENT"),  by and between the Company and ICONIC  HOLDINGS,  LLC, a Delaware
limited  liability  company  (the  "HOLDER").  A copy of each of the  above  are
attached  hereto.  Pursuant to the terms of the Note the holder is given the the
right to convert all or any portion of the Note into shares of common stock (the
"SHARES") of the  Company,  par value  $0.0001 per share (the "COMMON  STOCK" or
"SUBJECT SHARES").  We ask that you familiarize  yourself with your issuance and
delivery obligations as Transfer Agent, contained herein.

You are hereby  irrevocably  authorized  and  instructed to reserve a sufficient
number of shares of common  stock  ("Common  Stock") of the  Company  (initially
20,000,000  shares) for issuance upon partial or full  conversion of the Note in
accordance  with  the  terms  thereof  (the  "RESERVE  SHARES").  Following  the
submission  of any  conversion  notice for the Note by the Holder,  this reserve
amount shall automatically be increased back to 20,000,000 shares until the Note
has been fully retired, at which point this reserve will be extinguished. In the
event  that  the  amount  of  Reserve  Shares  are  exhausted  prior to the full
conversion of the Note,  for any reason,  you are  authorized  and instructed to
immediately issue, upon receipt of a Conversion Notice for any remaining portion
of the Note such  additional  shares of Common Stock due and owing to Holder and
arising out of said conversion from the remaining authorized and unissued common
stock of the company. o

The ability to convert the Note in a timely  manner is a material  obligation of
the Company  pursuant to. the Note. Your firm is hereby  irrevocably  authorized
and  instructed  to issue  shares of Common  Stock of the Company  (without  any
restrictive legend)to the Investor without any further action or confirmation by
the Company upon your  receipt  from the Investor of (a) a notice of  conversion
("Conversion Notice") executed by the Investor; and (b) an opinion of counsel of
the Investor, in form, substance and. scope customary for opinions of counsel in
comparable  transactions (and satisfactory to the transfer agent), to the effect
that the shares of Common Stock of the Company  issued to the Investor  pursuant

                                       1
<PAGE>
to the Conversion Notice are not "restricted  securities" as defined in Rule 144
and should be issued to the Investor without any restrictive legend.

The Company hereby  requests that your firm act  immediately,  without delay and
without the need for any action or  confirmation  by the Company with respect to
the issuance of Common Stock  pursuant to any Conversion  Notices  received from
the Investor.  Your firm will not delay in  processing  any  Conversion  Notices
owing to the fact that the  Company is in  arrears of its fees and other  monies
owed to your firm, provided that the Investor agrees that each time a Conversion
Notice  is  delivered  to your  firm,  the  Investor  agrees  to pay the cost of
processing  the  Conversion  Notice a sum not to  exceed  $150.00  for each such
transaction.

The Company  hereby  directs you,  upon  request by the  Investor or  Investor's
broker dealer, to. immediately provide any capitalization  structure information
pertaining  to the number of common  shares of the  Company  that are issued and
outstanding, authorized, reserved, or in the public float.

The  Company  shall  indemnify  you and your  officers,  directors,  principals,
partners,  agents and  representatives,  and hold each of them harmless from and
against any and all loss,  liability,  damage,  claim or expense  (including the
reasonable  fees and  disbursements  of its  attorneys)  incurred by or asserted
against you or any of them arising out of or in connection with the instructions
set forth  herein,  the  performance  of your duties  hereunder and otherwise in
respect  hereof,  including  the costs and  expenses  of  defending  yourself or
themselves  against any claim or  liability  hereunder,  except that the Company
shall not be liable hereunder as to matters in respect of which it is determined
that  you  have  acted  with  gross  negligence  or in bad  faith  (which  gross
negligence,  bad faith or  willful  misconduct  must be  determined  by a final,
non-appealable  order,  judgri:lent,  decree or  ruling of a court of  competent
jurisdiction).  You shall  have no  liability  to the  Company in respect to any
action  taken or any  failure to act in respect of this if such action was taken
or omitted to be taken in good faith,  and you shall be entitled to rely in this
regard on theo advice of counsel.

The Board of Directors of the Company has  approved the  foregoing  (irrevocable
instructions)  and does hereby  extend the  Company's  irrevocable  agreement to
indemnify  your firm for all loss,  liability  or  expense in  carrying  out the
authority and direction herein contained on the terms herein set forth.

The Company  agrees  that in the event that the  Transfer  Agent  resigns as the
Company's  transfer  agent,  the  Company  shall  engage a suitable  replacement
transfer agent that will agree to serve as transfer agent for the Company and be
bound by the terms and conditions of these Irrevocable  Instructions within five
(5}business days.

The Investor .is intended to be and are third party beneficiaries hereof, and no
amendment  or  modification  to the  instructions  set forth  herein may be made
without the consent of the Investor.

                                       2
<PAGE>
Please execute this letter in the space indicated to acknowledge  your agreement
to act in accordance with these instructions and return a copy of this agreement
to the Company and to the Holder.

Very truly yours,

RED GIANT ENTERTAINMENT INC.


By: /s/ Benny R. Powell
   ---------------------------------------
Name:  Benny R. Powell
Title: CEO


ACKNOWLEDGED AND AGREED:

HOLLADAY STOCK TRANSFER


By:                                                    Date:
   ---------------------------------------                  -------------------
Name:
     -------------------------------------
Title:
      ------------------------------------
Date:
     -------------------------------------

                                       3
<PAGE>
                                   MEMORANDUM

TO:   Iconic Holdings, LLC
FROM: Red Giant Entertainment Inc.
DATE: December 20,2013
RE:   Disbursement of Funds

Pursuant to that  certain Note  Purchase  Agreement  between the parties  listed
above dated  December 20, 2013, a  disbursement  of funds will take place in the
amount and manner described below:

PLEASE DISBURSE TO:

Amount to disburse:                  $17,500
                                     ---------------------------------------
Form of distribution                 Wire
                                     ---------------------------------------
Name                                 Red Giant Entertainment Inc.
                                     ---------------------------------------
Address
                                     ---------------------------------------

                                     ---------------------------------------

                                     ---------------------------------------

Wire Instructions:
                                     ACCOUNT:
                                     Bank
                                     ABA Routing Number:
                                     Account Number: SWIFT
                                     Code:
                                     Account Name:
                                     Phone:


By: /s/ Benny R. Powell
   ---------------------------------------             Dated: December 20,2013
   Name:
   Red Giant Entertainment Inc.