THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ‘‘ACT’’). THE
SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THOSE LAWS.



CONVERTIBLE
NOTE






							
	March
    ,
2006		$             
	







CREATIVE
ENTERPRISES INTERNATIONAL, INC. , a Nevada corporation (the
‘‘Company’’ or the
‘‘Maker’’) hereby promises
to pay to                  (the
‘‘Holder’’) the sum of
                 Dollars
($             ) (the
‘‘Principal’’) on the
earlier of (i) March  , 2007 (the
‘‘Maturity Date’’), and (ii)
the date on which there is an acceleration pursuant to the terms of
this Convertible Note (the
‘‘Note’’), and to pay
interest on the Principal, which shall accrue at the rate of 10%
per annum (except as provided in Section 1.3), calculated for the
actual number of days the Principal is outstanding and interest is
accrued and unpaid based on a 360-day year, in accordance with the
terms hereof. Such payment shall be made in lawful money of the United
States of America at such address as the Holder shall hereafter give to
the Maker by written notice made in accordance with the provisions
hereof.

The following terms apply to this Note:

ARTICLE
I
ACCELERATION; INTEREST; PREPAYMENT

1.1
 Acceleration of Maturity Date.   Subject to Article
III of this Note, the Principal and accrued and unpaid Interest shall
become immediately due and payable upon the occurrence of an Event of
Default (as defined herein), which event shall be deemed an
Acceleration Date.

1.2 Payment of
Interest.   Payment of accrued Interest on the Principal shall
be paid in cash in full on the Maturity Date or such earlier date on
which the Principal is paid to the Holder or on which the Note is
converted pursuant to the terms hereof. Notwithstanding the foregoing,
unless previously converted in full in accordance with Section 2 hereof
and so long as the Interest Shares (as defined below) are covered by an
effective registration statement providing for the resale thereof, the
accrued but unpaid interest on this Note may be paid, at the sole
option of the Company, in cash or in shares (the
‘‘Interest Shares’’) of Common Stock, par
value $.001 per share, of the Company, upon at least ten (10)
days’ prior written notice (the ‘‘Interest Share
Notice’’). In such event, the holder of this Note shall
be entitled to receive that number of Interest Shares equal to (i) the
then-accrued but unpaid interest of this Note divided by the average
closing price for the five (5) consecutive trading days ending not more
than three (3) days prior to the date of the Interest Share Notice. All
payments made by the Maker on this Note shall be applied first to the
payment of accrued and unpaid Interest on this Note and then to the
reduction of the unpaid principal balance of this Note. Payments of
Principal and Interest shall be deemed made on the date such payment is
deposited or, if mailed, on the date deposited in the mail with proper
postage and addressed to the Holder at the address shown on the records
of the Company, or such other address as provided to the Maker in
writing by the Holder. In the event that the date for the payment of
any amount payable under this Note falls due on a Saturday, Sunday or
public holiday under the laws of the State of New York, the time for
payment of such amount shall be extended to the next succeeding
business day and Interest shall continue to accrue on any principal
amount so effected until the payment thereof on such extended due
date.

1.3  Prepayment.   The principal of and
accrued interest on this Note may be prepaid in full or in part, at any
time without premium or penalty. If this Note is called for prepayment
pursuant this Section 1.3, the Company shall give written notice to the
Holder not less than ten (10) days nor more than sixty (60) days prior
to the date the Company intends to effect the prepayment (the
‘‘Prepayment Date’’), setting forth the
prepayment price to be paid, instructions for presentation of


1









the Notes for prepayment and the Prepayment
Date. The Holder shall, upon receipt of notice of prepayment, cause
this Note to be timely delivered to the Company at its principal
offices. If on or before the Prepayment Date all funds necessary to pay
for the Notes to be prepaid shall have been set aside by the Company
for the benefit of such Holders, then, on and after such date,
notwithstanding that any Note subject to prepayment shall not have been
surrendered for prepayment, the obligation evidenced by all Notes not
surrendered for prepayment shall be deemed no longer outstanding, and
all rights with respect thereto shall forthwith cease and terminate,
except only the right of the holder of each Note subject to prepayment
to receive the prepayment amount to which he would be entitled upon
receiving notice of prepayment. Holders may convert their Notes
pursuant to Article II of this Note during the period from the date of
notice of prepayment until 5:00 p.m. Eastern Time on the business day
immediately prior to the Prepayment Date.

1.4 Holder
Deemed Owner.   The registered Holder hereof may be deemed the
absolute owner of this Note (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Maker, for the purpose of receiving payment
hereof or thereof or on account hereof and for all other purposes) and
the Maker shall not be affected by notice to the
contrary.

ARTICLE II
CONVERSION RIGHTS; CONVERSION
PRICE

2.1 Voluntary Conversion by
Holder.   The Holder shall have the right prior to the date on
which this Note is paid in full, to convert, in connection with a
Subsequent Financing (as defined below), any part of the outstanding
Principal amount of this Note into fully paid and non-assessable
securities issued in such Subsequent Financing
(‘‘Conversion Securities’’)
at the Conversion Price (as defined below) determined as provided
herein. Promptly after the surrender of this Note, accompanied by a
Notice of Conversion of Convertible Note in the form attached hereto as
Exhibit 1, properly completed and duly executed by the Holder
(a ‘‘Conversion Notice’’),
the Maker shall issue and deliver to or upon the order of the Holder
that number of Conversion Securities for the amount of this Note
converted, as shall be determined in accordance herewith. The Company
shall provide 10 business days’ prior written notice of the
anticipated closing date of the Subsequent Financing. The term
‘‘Subsequent Financing’’ shall mean the
closing of a sale of equity or debt securities by the Company or any
Subsidiary (as defined herein), or series of closings, as part of the
same transaction, of equity or debt securities within a period of three
months during the term of this Note which occurs prior to the Maturity
Date.

2.2 The number of Conversion Securities to be issued
upon each conversion of this Note shall be determined by dividing (i)
the amount of Principal to be converted by (ii) the Conversion Price
(as defined below) in effect on the date the Conversion Notice is
delivered to the Maker by the Holder.

2.3 Conversion
Price.   The Conversion Price shall be equal to the sale price
of the securities sold by the Company in the Subsequent Financing,
subject to adjustment from time to time upon the happening of certain
events (the ‘‘Conversion
Price’’), as set forth below.

2.4 Reclassification, Consolidation or
Merger.   At any time while this Note remains outstanding, in
case of any consolidation or merger of the Company with or into another
corporation (other than a merger with another corporation in which the
Company is a continuing corporation and which does not result in any
reclassification or change, other than a change in par value, or from
par value to no par value per share, or from no par value per share to
par value, or as a result of a subdivision or combination Common
Stock), or in the case of any sale or transfer to another corporation
of the property of the Company as an entirety or substantially as an
entirety, the Company, or such successor or purchasing corporation, as
the case may be, shall, without payment of any additional consideration
therefor, execute new Notes providing that the holders of the Notes
shall have the right to exercise such new Notes (upon terms not less
favorable to the holders than those then applicable to the Notes) and
to receive upon such exercise, in lieu of the Conversion Securities
theretofore issuable upon conversion of the Notes, the kind and amount
of shares of stock, other securities, money or property receivable upon
such consolidation, merger, sale or transfer by the Holder of such
Conversion 

2









Securities issuable upon conversion of the
Notes had the Notes been converted immediately prior to such
consolidation, merger, sale or transfer. Such new Notes shall provide
for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article II. The
provisions of this Section 2.4 shall similarly apply to successive
consolidations, mergers, sales and
transfers.

2.5 Method of Conversion.   Except
as otherwise provided in this Note or agreed to by the Holder, this
Note may be converted by the Holder pursuant to its conversion rights
set forth in Section 2.1 in whole at any time or in part (provided such
partial conversion is at least $10,000) as follows. In the event of a
Holder electing to exercise its conversion rights, submitting to the
Maker a Conversion Notice (by facsimile dispatched on the Conversion
Date and confirmed by U.S. mail or overnight mail service sent within
two business days thereafter) and surrendering this Note with the
mailed confirmation of the Conversion Notice at the principal office of
the Maker. Upon a partial conversion of this Note, a new Note
containing the same date and provisions as this Note shall be issued by
the Maker to the Holder for the balance due hereunder which shall not
have been converted.

2.6 Restrictions on
Securities.   This Note has been issued by the Maker pursuant
to the exemption from registration under the Securities Act of 1933, as
amended (the ‘‘Act’’).
Neither this Note nor the Conversion Securities issuable upon
conversion of this Note may be offered, sold or otherwise transferred
unless (i) they first shall have been registered under the Act and
applicable state securities laws or (ii) the Maker shall have been
furnished with an opinion of legal counsel (in form, substance and
scope reasonably acceptable to Maker) to the effect that such sale or
transfer is exempt from the registration requirements of the Act. Each
certificate for Conversion Securities issuable upon conversion of this
Note that have not been so registered and that have not been sold
pursuant to an exemption that permits removal of the applicable legend,
shall bear a legend substantially in the following form, as
appropriate:

THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
‘‘ACT’’). THE SECURITIES REPRESENTED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH
OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS.

2.7 Reservation of Securities.   The
Company shall at all times have authorized and reserved, for the
purpose of issuance, a sufficient number of shares of Conversion
Securities to provide for the issuance of Conversion Securities
underlying the then outstanding aggregate Principal and Interest amount
of the Notes.

ARTICLE III
EVENTS OF
DEFAULT

3.1 Default.   If one or more of the
following events shall occur for any reason whatsoever (and whether
such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(a) default
in the due and punctual payment of the Principal of, or Interest on
this Note or any other Note when and as the same shall become due and
payable, whether at the Maturity Date, the Acceleration Date or
otherwise and continuance of such default for a period of 20
days;

(b) The Company makes, or consents to, an assignment
for the benefit of creditors or admits in writing its inability to pay
its debts generally as they become due;

(c) An order,
judgment or decree is entered adjudicating the Company or any
Subsidiary bankrupt or insolvent;

3








(d) The Company or any Subsidiary,
petitions or applies to any tribunal for the appointment of a trustee
or receiver of the Company or any Subsidiary, or of any substantial
part of the assets of the Company or any Subsidiary, or commences any
proceedings (other than proceedings for the voluntary liquidation and
dissolution of a Subsidiary) relating to the Company or a Subsidiary
under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any
jurisdiction whether now or hereafter in effect;

(e) Any
such petition or application is filed, or any such proceedings are
commenced, against the Company or any Subsidiary, and the Company or
any Subsidiary by any act indicates its approval thereof, consent or
acquiescence therein, or an order, judgment or decree is entered
appointing any such trustee or receiver, or approving the petition in
any such proceedings, and such order, judgment or decree remains
unstayed and in effect for more than 60 days;

(f) Any
order, judgment or decree is entered in any proceedings against the
Company or any Subsidiary decreeing the dissolution of the Company and
such order, judgment or decree remains unstayed and in effect for more
than 60 days;

(g) Any order, judgment or decree is
entered in any proceedings against the Company or any Subsidiary
decreeing a split-up of the Company which requires the divestiture of
in excess of 25% of the consolidated assets of the Company and
its Subsidiaries, or the divestiture of the stock of a Subsidiary and
such order, judgment or decree remains unstayed and in effect for more
than 60 days; or

(h)  The dissolution of Maker or
any material Subsidiary of Maker or any vote in favor thereof by the
board of directors and shareholders of Maker or any material Subsidiary
of Maker;

and the holders of the holders of not less than
50% of principal amount of the Note outstanding at the time (the
‘‘Majority Holders’’) shall have given
fifteen (15) days prior written notice to the Company by certified or
registered mail, return receipt requested (or such longer period of
time as may be specified for any particular subsection of this Section
3.1), and the Company shall not have cured the default within such
applicable time period, then an event of default shall be deemed to
have occurred (herein called, after the giving of such notice as is
applicable, an ‘‘Event of
Default’’).

3.2 Upon the occurrence of any
Event of Default described in Sections 3.1, and so long as such Event
of Default shall not have been remedied, the holder of this Note, by
notice in writing to the Company, may declare the principal of this
Note then outstanding and the interest accrued thereon if not already
due and payable, to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and
payable, anything in this Note contained to the contrary
notwithstanding.

ARTICLE
IV
MISCELLANEOUS

4.1 Failure or Indulgency Not
Waiver.   No failure or delay on the part of the Holder in the
exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies
existing hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise
available.

4.2 Notices.   Any notice herein
required or permitted to be given shall be in writing and may be
personally served or delivered by courier or sent by United States mail
and shall be deemed to have been given upon receipt if personally
served (which shall include telephone line facsimile transmission) or
sent by courier or three (3) days after being deposited in the United
States mail, certified, with postage pre-paid and properly addressed,
if sent by mail. For the purposes hereof, the address of the Holder
shall be as shown on the records of the Maker; and the address of the
Maker shall be 461 Park Avenue South, Suite 303, New York, New York
10016. Both the Holder and the Maker may change the address for service
by delivery of written notice to the other as herein provided.

4.3 Amendment Provision.   This Note and any
provision hereof may be amended only by an instrument in writing signed
by the Maker and the Holder.

4








4.4 Assignability.   This
Note shall be binding upon the Maker and its successors and assigns and
shall inure to be the benefit of the Holder and its successors and
assigns; provided, however, that so long as no
Event of Default has occurred, this Note shall only be transferable in
whole or in increments of $10,000 subject to the restrictions contained
in the restrictive legend on the first page of this
Note.

4.5 No Recourse.   Each Note is issued
upon the express condition, to which each successive holder expressly
assents and by receiving the same agrees, that no recourse under or
upon any obligation, covenant or agreement of the Notes, or for the
payment of the Principal of, or premium, if any, or the Interest on, a
Note, or for any claim based on a Note, or otherwise in respect hereof,
shall be had against any incorporator or any past, present or future
stockholder, officer or director, as such, of the Company or of any
successor corporation, whether by virtue of the constitution, statute
or rule of law or by any assessment or penalty or otherwise howsoever,
all such individual liability being hereby expressly waived and
released as a condition of and as a part of the consideration for the
execution and issue of the Notes; provided, however, that nothing
herein shall prevent enforcement of the liability, if any, of any
stockholder or subscriber to capital stock upon or in respect of
capital stock not fully paid.

4.6 Waiver of
Demand.   Maker hereby expressly waives demand and presentment
for payment notice of nonpayment, notice of dishonor, protest, notice
of protest, bringing of suit, and diligence in taking any legal action
or remedy to collect amounts called for
hereunder.

4.7 Cost of Collection.   If
default is made in the payment of this Note, the Maker shall pay the
Holder hereof costs of collection, including reasonable
attorneys' fees.

4.8 Governing
Law.   This Note shall be governed by the internal laws of the
State of New York, without regard to conflicts of laws principles. The
parties hereto hereby submit to the exclusive jurisdiction of the state
or federal courts located in the City of New York, in the State of New
York with respect to any dispute arising under this
Note.

4.9 Suits for Enforcement and
Remedies.   If any one or more Events of Default shall occur,
the Holder may proceed to (i) protect and enforce Holder’s
rights either by suit in equity or by action at law, or both, whether
for the specific performance of any covenant, condition or agreement
contained in this Note or in any agreement or document referred to
herein or in aid of the exercise of any power granted in this Note or
in any agreement or document referred to herein, (ii) enforce the
payment of this Note, or (iii) enforce any other legal or equitable
right of the Holder. No right or remedy herein or in any other
agreement or instrument conferred upon the Holder of this Note is
intended to be exclusive of any other right or remedy, and each and
every such right or remedy shall be cumulative and shall be in addition
to every right and remedy given hereunder or now or hereafter existing
at law or in equity or by statute or
otherwise.

4.10 Denominations.   At the
request of the Holder, upon surrender of this Note, the Maker shall
promptly issue new Notes in the aggregate outstanding principal amount
hereof, in the form hereof, in such denominations of at least $10,000
as the Holder shall request.

4.11 Replacement of
Note.   Upon receipt of evidence reasonably satisfactory to the
Maker of the loss, theft, destruction or mutilation of this Note and,
in the case of any such loss, theft or destruction, upon delivery of an
indemnity agreement reasonably satisfactory in form and amount to the
Maker, or, in the case of any such mutilation, upon surrender and
cancellation of this Note, the Maker, at its expense, will execute and
deliver, in lieu thereof, a new Note of like
tenor.

4.12 Withholding Tax.   The Holder of
this Note agrees to bear the cost of any U.S. withholding tax on
interest payable under this Note.

4.13 Investment
Purpose.   The Holder of this Note, by acceptance hereof,
agrees that this Note is being acquired for investment and that such
Holder will not offer, sell or otherwise dispose of this Note or the
Conversion Securities issuable upon the conversion of this Note except
under circumstances that will not result in a violation of the Act or
any applicable state securities laws or similar laws relating to the
sale of securities.

5








4.14 Severability.   In
case any provision of this Note is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if
possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this
Note will not in any way be affected or impaired
thereby.

4.15 Interest Rate.   If any interest
rate specified herein is held to be impermissible, then the rate
charged on the indebtedness represented hereby shall be reduced to the
highest rate then permitted by
law.

4.16 Headings.   The headings of the
sections of this Note are inserted for convenience only and do not
affect the meaning of such section.

IN WITNESS WHEREOF, the Maker
has caused this Note to be executed this   day of March,
2006.





											
	[SEAL]		CREATIVE
ENTERPRISES INTERNATIONAL,
INC.
	 		By:		 
	 		Name:
Christopher Durkin
Title:Chief Executive
Officer
	






6









Exhibit 1


NOTICE OF
CONVERSION
OF CONVERTIBLE NOTE

TO:
[                                            ]

1. Pursuant
to the terms of the attached Convertible Note (the
"Note"), the undersigned hereby elects to
convert $              principal
amount of the Note into Conversion Securities of Creative Enterprises
International, Inc. (the "Maker").
Capitalized terms used herein and not otherwise defined herein have the
respective meanings provided in the Note.

2. Please
issue a certificate or certificates for the number of Conversion
Securities into which such principal amount of the Note is convertible
in the name(s) specified immediately below or, if additional space is
necessary, on an attachment
hereto:





							
	 		 
	Name		Name
	 		 
	Address		Address
	 		 
	SS
or Tax ID Number		SS or Tax ID
Number
	






3. In the event of partial
exercise, please reissue an appropriate Note(s) for the balance that
shall not have been converted.

4.  The undersigned
represents and warrants that (i) all of the requirements of the
Securities Act of 1933, as amended (the
"Act"), applicable to the undersigned
have been complied with by the undersigned and (ii) the undersigned has
not engaged in any transaction or series of transactions that is a part
of or a plan or scheme to evade the registration requirements of the
Act.





							
	 		 
	Date:   ______________________________		Signature
of Registered Holder
 (Must be signed exactly as name appears in the
Note. The signature must be
notarized.)
	






7