7

THIS  NOTE  AND  THE  SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF
HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT")  OR  ANY  APPLICABLE  STATE  SECURITIES  LAW  AND  MAY NOT BE
TRANSFERRED  UNLESS  (I)  THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  OR  SUCH  APPLICABLE SECURITIES LAWS, OR (II) IN THE OPINION OF
COUNSEL  REASONABLY  ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE SECURITIES
ACT  OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
SUCH  TRANSFER.

                                   ILIVE, INC
                                CONVERTIBLE NOTE

$1,500,000                                             Newport Beach, California
                                                             September  7,  1999

     FOR  VALUE  RECEIVED,  the  undersigned,  iLive,  Inc. (formerly Powerhouse
International  Corporation), its assigns, and successors (the "Company"), hereby
promises  to  pay  to  the  order  of  Street  Capital,  Inc.,  or  its  assigns
(the"Purchaser"),  in  lawful  money  of  the  United  States of America, and in
immediately  available  funds,  the  principal  sum  of ONE MILLION FIVE HUNDRED
THOUSAND  DOLLARS  ($1,500,000).  The  principal  hereof  and any unpaid accrued
interest  thereon  shall  be  due  and  payable  on or before 5:00 p.m., Pacific
Standard  Time,  on  March  7,  2001 (unless such payment date is accelerated as
provided  in  Section  5  hereof,  extended  as provided in Section 2 hereof, or
unless  this Note is converted as set forth in paragraph 1 hereof) ("Maturity").
Payment  of  all  amounts  due  hereunder  shall  be  made at the address of the
Purchaser provided for in Section 6 hereof.  The Company further promises to pay
interest  at  the  rate  of  twelve  percent  (12%) per annum on the outstanding
principal  balance  hereof,  such  interest  to  be  payable  upon  Maturity.

     1.     CONVERSION.  The Purchaser of this Note is en-titled, at its option,
at  any  time,  upon  fifteen  (15) day's notice, and in whole or in part, until
maturity  hereof  (as  extended by Purchaser) to convert the principal amount of
this  Note  or  any  portion of the principal amount hereof --into Shares of the
Com-mon  Stock  of  the  Company  at a conversion price for each share of Common
Stock  equal to $0.25.  Such conversion shall be effectuated by surrendering the
Note to be converted to the Company, with the form of Conversion Notice attached
hereto  as  Exhibit  A,  executed  by the Purchaser of this Note evidencing such
Purchaser's  intention  to  convert this Note -or a specified portion hereof (as
above  provided).  The  date  on  which such Conversion Notice is given shall be
deemed  to  be the date on which the Purchaser has delivered this Note, with the
Conversion  Notice  duly  executed,  to the Company or, if earlier, the date set
forth  in  such  Conversion  Notice  if  this Note and such Conversion Notice is
received  by  the Company within five business days' after the date set forth in
the  Conversion  Notice.


<PAGE>
     The  Company  agrees  to take whatever steps are necessary to authorize and
reserve,  free  of  preemptive  rights  and  other similar contractual rights of
stockholders,  a  sufficient number of its authorized but unissued shares of its
Common  Stock  to  satisfy  the rights of conversion of the holder of this Note.

     Any  certificates  representing  Conversion Shares transferred to Purchaser
which are not registered for resale without restriction under the Securities Act
or applicable state securities laws shall be endorsed with the following legend:

THE  SHARES  OF  COMMON  STOCK  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR  ANY  APPLICABLE  STATE  SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (1)
THERE  IS  AN  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH
APPLICABLE  SECURITIES  LAWS,  OR  (II)  IN  THE  OPINION  OF COUNSEL REASONABLY
ACCEPTABLE  TO  THE  COMPANY  REGISTRATION  UNDER  THE  SECURITIES  ACT  OR SUCH
APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED  IN  CONNECTION WITH SUCH
TRANSFER.

     2.     EXTENSION  OF MATURITY DATE.  Purchaser shall have the right, in its
sole  discretion,  to  extend  the maturity of this Note for up to five one-year
periods,  each such extension exercisable only by the Purchaser by delivering to
the  Company  written notice of such extension at any time prior to the maturity
date  then  in  effect.

     3.     PREPAYMENT.  The  Company  may,  at its option, at any time and from
time  to  time,  prepay  all  or any part of the principal balance of this Note,
without penalty or premium, provided that concurrently with each such prepayment
the  Company  shall pay accrued interest on the principal so prepaid to the date
of  such  prepayment.

     4.     TRANSFERABILITY.  This  Note  shall  not  be  transferred,  pledged,
hypothecated,  or  assigned by the Holder without the express written consent of
the  Company.

     5.     DEFAULT. The occurrence of any one  of  the  following  events shall
constitute  an  Event  of  Default:

     (a)     The non-payment, when due, of any principal or interest pursuant to
this  Note;

     (b)     The material breach of any representation or warranty in this Note.
In  the  event the Purchaser becomes aware of a breach of this Section 7(b), the
Purchaser  shall  notify  the  Company in writing of such breach and the Company
shall  have  five  business  days  after  notice  to  cure  such  breach;

     (c)     The  breach  of any covenant or undertaking, not otherwise provided
for  in  this  Section  7;

<PAGE>
     (d)     A  default  shall  occur  in  the  payment when due (subject to any
applicable  grace  period),  whether  by  acceleration  or  otherwise,  of  any
indebtedness  of the Company or an event of default or similar event shall occur
with  respect  to  such  indebtedness,  if  the  effect of such default or event
(subject  to  any  required  notice and any applicable grace period) would be to
accelerate  the  maturity  of  any  such indebtedness or to permit the holder or
holders  of  such  indebtedness  to  cause  such  indebtedness to become due and
payable  prior  to  its  express  maturity;

     (e)      The  commencement by the Company of any voluntary proceeding under
any  bankruptcy,  reorganization, arrangement, insolvency, readjustment of debt,
receivership,  dissolution,  or  liquidation law or statute of any jurisdiction,
whether  now  or  hereafter  in  effect;  or  the adjudication of the Company as
insolvent  or  bankrupt by a decree of a court of competent jurisdiction; or the
petition  or application by the Company for , acquiescence in, or consent by the
Company  to,  the  appointment of any receiver or trustee for the Company or for
all  or  a substantial part of the property of the Company; or the assignment by
the  Company  for  the  benefit  of  creditors;  or the written admission of the
Company  of  its  inability  to  pay  its  debts  as  they  mature;  or

      (f)     The commencement against the Company of any proceeding relating to
the Company under  any  bankruptcy,  reorganization,  arrangement,  insolvency,
adjustment  of  debt, receivership, dissolution or liquidation law or statute of
any  jurisdiction,  whether  now or hereafter in effect, provided, however, that
the  commencement  of such a proceeding shall not constitute an Event of Default
unless  the  Company  consents  to  the  same  or admits in writing the material
allegations of same, or said proceeding shall remain undismissed for 20 days; or
the  issuance of any order, judgment or decree for the appointment of a receiver
or  trustee  for the Company or for all or a substantial part of the property of
the Company, which order, judgment or decree remains undismissed for 20 days; or
a  warrant  of attachment, execution, or similar process shall be issued against
any  substantial  part  of  the  property  of  the  Company.

     Upon the occurrence of any Default or Event of Default, the Purchaser, may,
by  written  notice  to  the  Company,  declare all or any portion of the unpaid
principal  amount  due to Purchaser, together with all accrued interest thereon,
immediately  due  and payable, in which event it shall immediately be and become
due and payable, provided that upon the occurrence of an Event of Default as set
forth in paragraph (e) or paragraph (f) hereof, all or any portion of the unpaid
principal  amount  due to Purchaser, together with all accrued interest thereon,
shall  immediately  become  due  and  payable  without  any  such  notice.


<PAGE>
     6.     NOTICES.  Notices  to  be  given  hereunder  shall be in writing and
shall  be deemed to have been sufficiently given if delivered personally or sent
by  overnight  courier or messenger or sent by registered or certified mail (air
mail  if  overseas),  return  receipt  requested,  or  by  telex,  facsimile
transmission,  telegram  or  similar  means  of  communication.  Notice shall be
deemed  to  have been received on the date and time of personal delivery, telex,
facsimile  transmission,  telegram or similar means of communication, or if sent
by  overnight courier or messenger, shall be deemed to have been received on the
next  delivery  day  after  deposit with the courier or messenger, or if sent by
certified  or registered mail, return receipt requested, shall be deemed to have
been  received  on  the  third  business day after the date of mailing.  Notices
shall  be  given  to  the  following  addresses:

<PAGE>
     If  to  the  Company:

     iLive,  Inc.
     242  N.  Canon  Dr.,  3rd  Floor
     Beverly  Hills,  CA  90210
     Facsimile  No.:  310-285-0966

     With  a  copy  to:

     Law  Office  of  M.  Richard  Cutler
     610  Newport  Center  Drive,  Suite  800
     Newport  Beach,  CA  92660
     Attn:  M.  Richard  Cutler,  Esq.
     Facsimile  No.:  949-719-1988

     If  to  the  Purchaser:

     Street  Capital,  Inc.
     ___________________________
     ___________________________
     Facsimile  No.:  ______________

7.     REPRESENTATIONS  AND  WARRANTIES.  The Company hereby makes the following
representations  and  warranties  to  the  Purchaser:

     a.     Organization,  Good  Standing  and  Power.     The  Company  is  a
corporation  duly  incorporated,  validly exiting and in good standing under the
laws  of the State of Pennsylvania and has the requisite corporate power to own,
lease and operate its properties and assets and to conduct its business as it is
now  being  conducted.

     b.     Authorization;  Enforcement.     The  Company  has  the  requisite
corporate  power  and authority to enter into and perform this Note and to issue
and  sell  this  Note,  and  the  Conversion Shares in accordance with the terms
hereof.  The  execution,  delivery  and performance of this Note, by the Company
and  the  consummation by it of the Transactions contemplated hereby and thereby
have  been  duly  and  validly authorized by all necessary corporate action, and
that  the Company hereby warrants that it will take whatever action is necessary
to  authorize  and  reserve,  free  of  preemptive  rights  and  other  similar
contractual  rights  of  stockholders, a sufficient number of its authorized but
unissued  shares  of its Common Stock to satisfy the rights of conversion of the
holder  of  this note.  This Note when executed and delivered, will constitute a
valid  and  binding obligation of the Company enforceable against the Company in
accordance  with  its  terms,  except  as  such enforceability may be limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  liquidation,
conservatorship,  receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable  principles  of  general  application.

<PAGE>

     c.     Issuance  of  Note.  The  Note  issued  hereunder and the Conversion
Shares to be issued upon conversion of the Note have been duly authorized by all
necessary  corporate  action and, when paid for or issued in accordance with the
terms  hereof,  will  be  validly  issued  and  outstanding,  fully  paid  and
non-assessable  and  entitled  to  the  rights and preferences set forth herein.

     d.     Disclosure.     Neither  this  Note  nor  any  other  document,
certificate  or  instrument  furnished  to  the Purchaser by or on behalf of the
Company  in  connection with the transactions contemplated by this Note contains
any  untrue  statement  of  a  material  fact  or omits to state a material fact
necessary  in  order to make the statements made herein or therein, in the light
of  the  circumstances  under  which  they  were  made  herein  or  therein, not
misleading.

     Purchaser  hereby makes the following representations and warranties to the
Company:

     i.      Acquisition  for  Investment.     Purchaser  is purchasing the Note
solely  for its own account for the purpose of investment and not with a view to
or  for  sale  in  connection  with  a  distribution.  Purchaser does not have a
present  intention  to  sell  the  Note,  or the Conversion Shares nor a present
arrangement  (whether  or  not  legally  binding)  or  intention  to  effect any
distribution  of  the  Note or the Conversion Shares to or through any person or
entity;  provided.  however.  that  by  making  the representations herein, such
Purchaser  does  not  agree  to  hold  the Note or the Conversion Shares for any
minimum  or other specific term and reserves the right to dispose of the Note or
the  Conversion  Shares  at  any time in accordance with Federal securities laws
applicable  to such disposition.  Such Purchaser acknowledges that it is able to
bear the financial risks associated with an investment in the Note or Conversion
Shares and that it has been given full access to such records of the Company and
the  subsidiaries  and to the officers of the Company and the subsidiaries as it
has deemed necessary and appropriate to conduct its due diligence investigation.

     ii.      Accredited Purchasers.  Such Purchaser is an "accredited investor"
as  defined  in  Regulation  D  promulgated  under  the  Securities  Act.

     8.     CONSENT  TO  JURISDICTION  AND  SERVICE  OF  PROCESS.  The  Company
consents  to the jurisdiction of any court of the State of California and of any
federal  court  located  in  California.

     9.     GOVERNING  LAW.  THIS  NOTE  HAS  BEEN  DELIVERED  IN NEWPORT BEACH,
CALIFORNIA  AND SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH  THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED  ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES OR PRINCIPLES OF
CONFLICTS  OF  LAW.


<PAGE>
     10.     ATTORNEYS  FEES.  In  the  event the Purchaser or any holder hereof
shall  refer  this Note to an attorney for collection, the Company agrees to pay
all  the  costs  and  expenses  incurred  in  attempting or effecting collection
hereunder  or  enforcement  of  the  terms  of  this  Note, including reasonable
attorney's  fees,  whether  or  not  suit  is  instituted.

     11.     CONFORMITY WITH LAW.  It is the intention of the Company and of the
Purchaser  to  conform  strictly  to  applicable  usury  and  similar  laws.
Accordingly, notwithstanding anything to the contrary in this Note, it is agreed
that  the  aggregate  of  all charges which constitute interest under applicable
usury  and  similar laws that are contracted for, chargeable or receivable under
or  in  respect  of  this  Note, shall under no circumstances exceed the maximum
amount of interest permitted by such laws, and any excess, whether occasioned by
acceleration  or  maturity  of  this  Note  or  otherwise,  shall  be  canceled
automatically,  and if theretofore paid, shall be either refunded to the Company
or  credited  on  the  principal  amount  of  this  Note.

     IN  WITNESS  WHEREOF,  the  Company  has  signed  and  sealed this Note and
delivered  it  in  Newport  Beach,  California  as  of  September  7,  1999.



ATTEST:                         ILIVE,  INC.

By:
/s/ Anastasia Cronin            /s/ Marcia Allen
Secretary                       Marcia  Allen
                                President


     STREET  CAPITAL,  INC.
     [Corporate  Seal]
     By:_/s/ Scott Henricks_____________
     Scott  Henricks
     President

<PAGE>

                                       A-1

     EXHIBIT  A

     CONVERSION  NOTICE

     (To  be  executed  upon  Conversion  of  Note)

To:  iLive,  Inc.  (the  "Company")

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented  by  that  certain  Convertible  Note  dated  September 7, 1999 (the
"Note"),  attached  hereto,  to  convert  $____________ in outstanding principal
amount  of the Note and/or accrued but unpaid interest on the Note into ________
shares  (the "Shares") of Common Stock of the Company a price equal to $0.25 per
share  and herewith authorizes the Company to reduce the principal amount of the
Note  and/or  accrued  but  unpaid  interest  on  such Note in such amount.  The
undersigned requests that certificates for such Shares be registered in the name
of  _____________________  whose  address  is
_________________________________________  and  that  such  certificates  be
delivered  to _________________________________________________ whose address is
_______________________________________________.  If  said  number  of Shares is
less  than  all  of the Shares issuable upon conversion in full of the Note, the
undersigned requests that a new Convertible Note reduced by the conversion price
hereof  be  registered  in the name of ________________________ whose address is
_________________  and  that  such  replacement Convertible Note be delivered to
_______________________________  whose  address  is
_________________________________________________.


Dated:                         Signature:________________________

(Signature  must conform in all respects to name of holder as specified on a the
face  of  the  Note)