Exhibit 4.12


THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH STOCK UNDER SAID
ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO DIGITAL LIFESTYLES GROUP, INC. THAT SUCH REGISTRATION
IS NOT REQUIRED.

                             SECURED REVOLVING NOTE

FOR VALUE RECEIVED, DIGITAL LIFESTYLES GROUP, INC. a Delaware corporation (the
"Borrower") promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands, Fax: 345-949-8080 (the "Holder") or its registered
assigns, the sum of Four Million Seven Hundred Fifty Thousand Dollars
($4,750,000) without duplication of any amounts owing by Borrower to Holder
under the Minimum Borrowing Notes (as defined in the Security Agreement referred
to below), or, if different, the aggregate principal amount of all "Loans" (as
such term is defined in the Security Agreement referred to below), together with
any accrued and unpaid interest hereon, on November 29, 2007 (the "Maturity
Date").

Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Security Agreement between the Borrower, certain
Subsidiaries party thereto and the Holder dated as of November 29, 2004 (as
amended, modified and supplemented from time to time, the "Security Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                           CONTRACT RATE & PREPAYMENTS

1.1. Interest Rate. Subject to Sections 1.2, 3.2, 4.1 and 5.7 hereof, interest
     payable on this Note shall accrue at a rate per annum equal to the "prime
     rate" published in The Wall Street Journal from time to time, plus two
     percent (2.0%) (the "Contract Rate"). The Prime Rate shall be increased or
     decreased as the case may be for each increase or decrease in the Prime
     Rate in an amount equal to such increase or decrease in the Prime Rate;
     each change to be effective as of the day of the change in such rate in
     accordance with the terms of the Security Agreement. Subject to Section
     1.2, the Contract Rate shall not be less than six percent (6.0%).

1.2. Contract Rate Adjustments and Payments. The Contract Rate shall be
     calculated on the last business day of each month hereafter until the
     Maturity Date (each a "Determination Date") and shall be subject to
     adjustment as set forth herein. If (i) the Borrower shall have registered
     the shares of the Borrower's common stock underlying each of the conversion
     of each Minimum Borrowing Note then outstanding and that certain warrant
     issued to Holder on a registration statement declared effective by the
     Securities and Exchange Commission (the "SEC"), and (ii) the market price
     (the "Market Price") of the Common Stock as reported by Bloomberg, L.P. on
     the Principal Market for the five (5) trading days immediately preceding a
     Determination Date exceeds the then applicable Fixed Conversion Price by at
     least twenty five percent (25%), the Contract Rate for the succeeding
     calendar month shall automatically be reduced by 200 basis points (200
     b.p.) (2.0.%) for each incremental twenty five percent (25%) increase in
     the Market Price of the Common Stock above the then applicable Fixed
     Conversion Price. If (i) the Borrower shall not have registered the shares
     of the Borrower's common stock underlying the conversion of each Minimum
     Borrowing Note then outstanding and that certain warrant issued to Holder
     on a registration statement declared effective by the SEC and which remains
     effective, and (ii) the Market Price of the Common Stock as reported by
     Bloomberg, L.P. on the principal market for the five (5) trading days
     immediately preceding a Determination Date exceeds the then applicable
     Fixed Conversion Price by at least twenty five percent (25%), the Contract
     Rate for the succeeding calendar month shall automatically be decreased by
     100 basis points (100 b.p.) (1.0.%) for each incremental twenty five
     percent (25%) increase in the Market Price of the Common Stock above the
     then applicable Fixed Conversion Price. Notwithstanding the foregoing (and
     anything to the contrary contained in herein), in no event shall the
     Contract Rate be less than zero percent (0%). Interest shall be (i)
     calculated on the basis of a 360 day year, and (ii) payable monthly, in
     arrears, commencing on December 1, 2004 and on the first business day of
     each consecutive calendar month thereafter until the Maturity Date (and on
     the Maturity Date), whether by acceleration or otherwise (each, a "Contract
     Rate Payment Date").



<PAGE>


1.3  Allocation of Principal to serialized Minimum Borrowing Note. In the event
     that the amount due and payable hereunder should equal or exceed
     $1,500,000, to the extent that the aggregate outstanding balance on Minimum
     Borrowing Note shall be less than $2,750,000 the difference of $2,750,000
     less the actual aggregate balance of the Minimum Borrowing Note, the
     "Available Minimum Borrowing"), the portion of the balance hereof (in
     excess of $1,500,000) as shall equal the Available Minimum Borrowing shall
     be deemed to be simultaneously extinguished on the Revolving Note and
     transferred to, and evidenced by, a new serialized Minimum Borrowing Note,
     substantially in the form as the Minimum Borrowing Note issued on the date
     hereof.

                                   ARTICLE II
                           HOLDER'S CONVERSION RIGHTS

2.1. Optional Conversion. Subject to the terms of this Article II, the Holder
     shall have the right, but not the obligation, at any time until the
     Maturity Date, or during an Event of Default (as defined in Article III),
     and, subject to the limitations set forth in Section 2.2 hereof, to convert
     all or any portion of the outstanding Principal Amount and/or accrued
     interest and fees due and payable into fully paid and nonassessable
     restricted shares of the Common Stock at the Fixed Conversion Price
     (defined below). For purposes hereof, subject to Section 2.5 hereof, the
     initial "Fixed Conversion Price" means $0.39. The shares of Common Stock to
     be issued upon such conversion are herein referred to as the "Conversion
     Shares."

2.2. Conversion Limitation. Notwithstanding anything contained herein to the
     contrary, the Holder shall not be entitled to convert pursuant to the terms
     of this Note an amount that would be convertible into that number of
     Conversion Shares which would exceed the difference between 4.99% of the
     outstanding shares of Common Stock of the Borrower and the number of shares
     of Common Stock beneficially owned by such Holder or issuable upon exercise
     of warrants held by such Holder. For the purposes of the immediately
     preceding sentence, beneficial ownership shall be determined in accordance
     with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The
     Conversion Shares limitation described in this Section 2.2 shall
     automatically become null and void without any notice to Borrower upon the
     occurrence and during the continuance beyond any applicable grace period of
     an Event of Default, or upon 75 days prior notice to the Borrower. In
     addition, the Holder shall not be entitled to convert pursuant to the terms
     of this Note during any twenty two (22) trading day period an amount that
     would result in the issuance of Conversion Shares in excess of thirty
     percent (30%) of the trading volume of the Common Stock for the twenty two
     (22) trading days immediately prior to the Conversion Date (defined below).
     The Holder shall deliver no more than two (2) Notices of Conversion (as
     defined below) to Borrower during any twenty two (22) day period.

2.3. Mechanics of Holder's Conversion. In the event that the Holder elects to
     convert this Note into Common Stock, the Holder shall give notice of such
     election by delivering an executed and completed notice of conversion
     ("Notice of Conversion") to the Borrower and such Notice of Conversion
     shall provide a breakdown in reasonable detail of the Principal Amount,
     accrued interest and fees that are being converted. On each Conversion Date
     (as hereinafter defined) and in accordance with its Notice of Conversion,
     the Holder shall make the appropriate reduction to the Principal Amount,
     accrued interest and fees as entered in its records and shall provide
     written notice thereof to the Borrower within two (2) business days after
     the Conversion Date. Each date on which a Notice of Conversion is delivered
     or telecopied to the Borrower in accordance with the provisions hereof
     shall be deemed a Conversion Date (the "Conversion Date"). A form of Notice
     of Conversion to be employed by the Holder is annexed hereto as Exhibit A.
     Pursuant to the terms of the Notice of Conversion, the Borrower will issue
     instructions to the transfer agent accompanied by an opinion of counsel, if
     such an opinion is required by the transfer agent, within one (1) Business
     Day of the date of the delivery to Borrower of the Notice of Conversion and
     shall cause the transfer agent to transmit the certificates representing
     the Conversion Shares to the Holder by crediting the account of the
     Holder's designated broker with the Depository Trust Corporation ("DTC")
     through its Deposit Withdrawal Agent Commission ("DWAC") system within
     three (3) Business Days after receipt by the Borrower of the Notice of
     Conversion (the "Delivery Date"). In the case of the exercise of the
     conversion rights set forth herein the conversion privilege shall be deemed
     to have been exercised and the Conversion Shares issuable upon such
     conversion shall be deemed to have been issued upon the date of receipt by
     the Borrower of the Notice of Conversion. The Holder shall be treated for
     all purposes as the record holder of such Common Stock, unless the Holder
     provides the Borrower written instructions to the contrary. No fractional
     share shall be issued upon any conversion of this Note. If a conversion
     would result in the issuance of a fraction of a share of Common Stock, the
     Borrower shall, in lieu of issuing any fractional share, pay the Holder
     otherwise entitled to such fraction a sum in cash equal to the fair market
     value of such fraction on the Conversion Date (based on the Current Market
     Price Per Share). The "Current Market Price Per Share" on any date shall
     mean the average of the Quoted Prices of the Common Stock for the fifteen
     (15) consecutive Business Days ending before the day in question. If no
     such Quoted Prices are available, however, "Current Market Price Per Share"
     shall be the Fixed Conversion Price. "Quoted Price" means, with respect to
     any security on any date, the average of the closing prices on such day of
     such security on all domestic securities exchanges and inter-dealer
     quotation systems providing last sale information on which such security is
     then listed or tracked, or, if there have been no sales on any such
     exchange or inter-dealer quotation system on such day, the average of the


                                      F-41
<PAGE>


     highest bid and lowest asked prices on all such exchanges or inter-dealer
     quotation system at the end of such day or, if on any such day such
     security is not so listed, the average of the representative bid and asked
     prices quoted on NASDAQ as of 4:00 p.m., New York time, on such day, or if
     on any day such security is not quoted on NASDAQ, the average of the
     highest bid and lowest asked prices on such day in the domestic
     over-the-counter market as reported by the National Quotation Bureau,
     Incorporated, or any similar successor organization.

2.4. Late Payments. The Borrower understands that a delay in the delivery of the
     shares of Common Stock in the form required pursuant to this Article beyond
     the Delivery Date could result in economic loss to the Holder. As
     compensation to the Holder for such loss, the Borrower agrees to pay late
     payments to the Holder for late issuance of such shares in the form
     required pursuant to this Article II upon conversion of the Note, in the
     amount equal to $500 per business day after the Delivery Date. The Borrower
     shall pay any payments incurred under this Section in immediately available
     funds upon demand.

2.5. Adjustment Provisions. The Fixed Conversion Price and number and kind of
     shares or other securities to be issued upon conversion determined pursuant
     to Section 2.1 shall be subject to adjustment from time to time upon the
     happening of certain events while this conversion right remains
     outstanding, as follows:

     A.   Reclassification, etc. If the Borrower at any time shall, by
          reclassification or otherwise, change the Common Stock into the same
          or a different number of securities of any class or classes, whether
          by capital reorganization, recapitalization, reclassification or
          otherwise (other than a subdivision or combination of shares or a
          stock dividend described in paragraph (B) of this Section 3.5, or a
          consolidation, merger or sale of assets described in paragraph (C) of
          this Section 3.5), then, and in each such event, this Note shall
          thereafter be convertible into the kind and amount of securities
          receivable upon such reorganization, recapitalization,
          reclassification or other change by holders of the number of shares of
          Common Stock into which this Note might have been converted
          immediately prior to or immediately following consummation of such
          reorganization, reclassification, recapitalization or change, at the
          election of the Holder.

     B.   Stock Splits, Combinations and Dividends. If the shares of Common
          Stock are subdivided or combined into a greater or smaller number of
          shares of Common Stock, or if a dividend is paid on the Common Stock
          or any preferred stock issued by the Borrower in shares of Common
          Stock, the Fixed Conversion Price shall be proportionately reduced in
          case of subdivision of shares or stock dividend or proportionately
          increased in the case of combination of shares, in each such case by
          the ratio which the total number of shares of Common Stock outstanding
          immediately after such event bears to the total number of shares of
          Common Stock outstanding immediately prior to such event, such
          increase or decrease to take effect at the opening of business on the
          day following the day upon which (i) such subdivision or combination
          becomes effective, or, (ii) in the case a dividend, the date fixed for
          determination of stockholders entitled to receive such dividend. For
          the purpose of this paragraph, the number of shares of Common Stock at
          any time outstanding shall not include shares held in the treasury of
          the Borrower.

     C.   Consolidation, Merger or Sale of Assets. In case of any permitted
          consolidation of the Borrower with, or merger of the Company into, any
          Person, or in case of any merger of another Person into the Borrower
          (other than a consolidation or merger which does not result in any
          reclassification, conversion, exchange or cancellation of outstanding
          shares of Common Stock), or in case of any permitted sale or transfer
          of all or substantially all of the assets of the Borrower, the Person
          formed by such consolidation or resulting from such merger or which
          acquires such assets, as the case may be, shall agree and provide or
          cause provision to be made so that a Holder shall have the right,
          during the period this Note shall be convertible, to convert this Note
          into the kind and amount of securities, cash and other property
          receivable immediately prior to or upon such consolidation, merger,
          sale or transfer by a holder of the number of shares of Common Stock
          into which this Note might have been converted by its terms (at the
          Holder sole discretion), assuming such holder of Common Stock (i) is
          not a Person with which the Borrower consolidated or into which the
          Borrower merged or which merged into the Borrower or to which such
          sale or transfer was made, as the case may be (a "Constituent
          Person"), or an affiliate of a Constituent Person and (ii) failed to
          exercise such Person's rights of election, if any, as to the kind or
          amount of securities, cash and other property receivable upon such
          consolidation, merger, sale or transfer (provided that if the kind or
          amount of securities, cash and other property receivable upon such
          consolidation, merger, sale or transfer is not the same for each share
          of Common Stock held immediately prior to such consolidation, merger,
          sale or transfer by other than a Constituent Person or an affiliate
          thereof and in respect of which such rights of election shall not have
          been exercised ("non-electing share"), then for the purpose of this
          paragraph (C) the kind and amount of securities, cash and other
          property receivable upon such consolidation, merger, sale or transfer
          by each non-electing share shall be deemed to be the kind and amount
          so receivable per share by a plurality of non-electing shares). The
          above provisions of this paragraph (C) shall similarly apply to
          successive consolidations, mergers, sales or transfers.


<PAGE>


     D.   Share Issuances. Subject to the provisions of this Section 2.5, if the
          Borrower shall at any time (after the date hereof) prior to the
          conversion or repayment in full of the Principal Amount issue any
          shares of Common Stock or securities convertible into Common Stock to
          a person other than the Holder (except (i) pursuant to Subsections A,
          B or C above; (ii) pursuant to options, warrants, or other obligations
          to issue shares outstanding on the date hereof as disclosed to Holder
          in writing; or (iii) pursuant to options that may be issued under any
          employee incentive stock option and/or any qualified stock option plan
          adopted by the Borrower) for a consideration per share (the "Offer
          Price") less than the Fixed Conversion Price in effect at the time of
          such issuance, then the Fixed Conversion Price shall be immediately
          reset pursuant to the formula below. For purposes hereof, the issuance
          of any security of the Borrower convertible into or exercisable or
          exchangeable for Common Stock for a consideration per share less than
          the then applicable Fixed Conversion Price, shall result in an
          adjustment to the Fixed Conversion Price as set forth below.

If the Borrower issues any additional shares of Common Stock for a consideration
per share less than the then-applicable Fixed Conversion Price pursuant to this
Section 2.5 then, and thereafter successively upon each such issue, the Fixed
Conversion Price shall be adjusted by multiplying the then applicable Fixed
Conversion Price by the following fraction:


                                      A + B
                         ------------------------------
                         (A + B) + [((C - D) x B) / C]

A = Total amount of shares convertible pursuant to the Security Agreement

B = Actual shares sold in the offering

C = Fixed Conversion Price

D = Offering price

Such adjustment shall become effective immediately upon the earlier to occur of
the date of issuance of such shares of Common Stock or the record date for the
determination of stockholders entitled to receive the convertible securities, as
the case may be. If all of the shares of Common Stock subject to such
convertible securities have not been issued when such convertible securities
expire, then the Fixed Conversion Price shall promptly be readjusted to the
Fixed Conversion Price that would then be in effect had the adjustment upon the
issuance of such convertible securities been made on the basis of the actual
number of shares of Common Stock issued upon the exercise of such convertible
securities. For the purpose of this paragraph (D), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Borrower. The Borrower will not issue any shares of Common Stock
or rights, warrants, convertible or exchangeable securities in respect of shares
of Common Stock held in the treasury of the Borrower.

     E.   Computation of Consideration. For purposes of any computation
          respecting consideration received pursuant to Subsection D above, the
          following shall apply:

          (a)  in the case of the issuance of shares of Common Stock for cash,
               the consideration shall be the amount of such cash, provided that
               in no case shall any deduction be made for any commissions,
               discounts or other expenses incurred by the Borrower for any
               underwriting of the issue or otherwise in connection therewith;

          (b)  in the case of the issuance of shares of Common Stock for a
               consideration in whole or in part other than cash, the
               consideration other than cash shall be deemed to be the fair
               market value thereof as determined in good faith by the Board of
               Directors of the Borrower (irrespective of the accounting
               treatment thereof); and

          (c)  Upon any such issuance of securities convertible into or
               exchangeable for Common Stock, the aggregate consideration
               received for such securities shall be deemed to be the
               consideration received by the Borrower for the issuance of such
               securities plus the additional minimum consideration, if any, to
               be received by the Borrower upon the conversion or exchange
               thereof (the consideration in each case to be determined in the
               same manner as provided in clauses (a) and (b) of this Subsection
               (E)).

     F.   Calculations. All calculations under this Section 3.5 shall be made to
          the nearest tenth of one cent.



<PAGE>


     G.   When Adjustment May Be Deferred. No adjustment in the Fixed Conversion
          Price need be made unless the adjustment would require an increase or
          decrease of at least 1% in the Fixed Conversion Price. Any adjustments
          that are not made shall be carried forward and taken into account in
          any subsequent adjustment.

     H.   Voluntary Decrease of Fixed Conversion Price. The Borrower from time
          to time may, with the consent of the Holder decrease the Fixed
          Conversion Price by any amount for any period of time as the Board of
          Directors of the Borrower deems advisable, subject to a floor of
          $0.10. The Borrower shall deliver a notice of such adjustment at least
          fifteen (15) days before the date the decreased Fixed Conversion Price
          will take effect. The notice shall state the decreased Fixed
          Conversion Price and the period of time it will be in effect.

2.6. Reservation of Shares. During the period the conversion right exists, the
     Borrower will reserve from its authorized and unissued Common Stock a
     sufficient number of shares to provide for the issuance of Common Stock
     upon the full conversion of this Note. The Borrower represents that upon
     issuance, such shares will be duly and validly issued, fully paid and
     non-assessable. The Borrower agrees that its issuance of this Note shall
     constitute full authority to its officers, agents, and transfer agents who
     are charged with the duty of executing and issuing stock certificates to
     execute and issue the necessary certificates for shares of Common Stock
     upon the conversion of this Note.

                                   ARTICLE III
                                EVENTS OF DEFAULT

3.1. The occurrence of any of the events set forth in Section 19 of the Security
     Agreement shall constitute an Event of Default ("Event of Default")
     hereunder.

                           DEFAULT RELATED PROVISIONS

3.2  Default Interest. Following the occurrence and during the continuance of an
     Event of Default, the Borrower shall pay additional interest on this Note
     in an amount equal to two percent (2%) per month, and all outstanding
     Obligations, including unpaid interest, shall continue to accrue such
     additional interest from the date of such Event of Default until the date
     such Event of Default is cured or waived.

3.3  Conversion Privileges. The conversion privileges set forth in Article II
     shall remain in full force and effect immediately from the date hereof and
     until this Note is paid in full.

3.4  Cumulative Remedies. The remedies under this Note shall be cumulative.

                                   ARTICLE IV
                                DEFAULT PAYMENTS

4.1. Default Payment. If an Event of Default occurs and is continuing beyond any
     applicable grace period, the Holder, at its option, may elect, in addition
     to all rights and remedies of Holder under the Security Agreement and the
     Ancillary Agreements and all obligations of Borrower under the Security
     Agreement and the Ancillary Agreements, to require the Borrower to make a
     Default Payment ("Default Payment"). The Default Payment shall be 120% of
     the outstanding principal amount of the Note, plus accrued but unpaid
     interest, all other fees then remaining unpaid, and all other amounts
     payable hereunder. The Default Payment shall be applied first to any fees
     due and payable to Holder pursuant to the Notes or the Ancillary
     Agreements, then to accrued and unpaid interest due on the Notes and then
     to outstanding principal balance of the Notes.

4.2. Default Payment Date. The Default Payment shall be due and payable
     immediately on the date that the Holder has exercised its rights pursuant
     to Section 4.1 ("Default Payment Date").

                                    ARTICLE V
                                  MISCELLANEOUS

5.1. Failure or Indulgence Not Waiver. No failure or delay on the part of the
     Holder hereof 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.



<PAGE>



5.2. Notices. Any notice herein required or permitted to be given shall be in
     writing and provided in accordance with the terms of the Security
     Agreement.

5.3. Amendment Provision. The term "Note" and all reference thereto, as used
     throughout this instrument, shall mean this instrument as originally
     executed, or if later amended or supplemented, then as so amended or
     supplemented, and any successor instrument as it may be amended or
     supplemented.

5.4. Assignability. This Note shall be binding upon the Borrower and its
     successors and assigns, and shall inure to the benefit of the Holder and
     its successors and assigns, and may be assigned by the Holder in accordance
     with the requirements of the Security Agreement, provided that no
     assignment of this Note shall be permitted unless it is made in compliance
     with applicable federal and state securities law.

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

5.6. Governing Law. This Note shall be governed by and construed in accordance
     with the laws of the State of New York, without regard to principles of
     conflicts of laws. Any action brought by either party against the other
     concerning the transactions contemplated by this Agreement shall be brought
     only in the state courts of New York or in the federal courts located in
     the State of New York. Both parties agree to submit to the jurisdiction of
     such courts. The prevailing party shall be entitled to recover from the
     other party its reasonable attorney's fees and costs. In the event that any
     provision of this Note is invalid or unenforceable under any applicable
     statute or rule of law, then such provision shall be deemed inoperative to
     the extent that it may conflict therewith and shall be deemed modified to
     conform with such statute or rule of law. Any such provision which may
     prove invalid or unenforceable under any law shall not affect the validity
     or enforceability of any other provision of this Note. Nothing contained
     herein shall be deemed or operate to preclude the Holder from bringing suit
     or taking other legal action against the Borrower in any other jurisdiction
     to collect on the Borrower's obligations to Holder, to realize on any
     collateral or any other security for such obligations, or to enforce a
     judgment or other court order in favor of Holder.

5.7. Maximum Payments. Nothing contained herein shall be deemed to establish or
     require the payment of a rate of interest or other charges in excess of the
     maximum permitted by applicable law. In the event that the rate of interest
     required to be paid or other charges hereunder exceed the maximum permitted
     by such law, any payments in excess of such maximum shall be credited
     against amounts owed by the Borrower to the Holder and thus refunded to the
     Borrower.

5.8. Security Interest and Guarantee. The Holder has been granted a security
     interest (i) in certain assets of the Borrower and its Subsidiaries as more
     fully described in the Security Agreement dated as of the date hereof and
     (ii) pursuant to the Stock Pledge Agreement dated as of the date hereof.
     The obligations of the Borrower under this Note are guaranteed by certain
     Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as
     of the date hereof.

5.9. Construction. Each party acknowledges that its legal counsel participated
     in the preparation of this Note and, therefore, stipulates that the rule of
     construction that ambiguities are to be resolved against the drafting party
     shall not be applied in the interpretation of this Note to favor any party
     against the other.

       [Balance of page intentionally left blank; signature page follows.]


<PAGE>


IN WITNESS WHEREOF, the Borrower has caused this Secured Convertible Revolving
Note to be signed in its name effective as of this 29th day of November, 2004.




                                DIGITAL LIFESTYLES GROUP, INC.


                                By:    /s/ Theodore B. Muftic
                                      -------------------------------------
                                      Name:  Theodore B. Muftic
                                      Title: Chief Financial Officer



WITNESS:

/s/ J. William Wilson
-------------------------------------------
J. William Wilson
Corporate Secretary

<PAGE>



                              NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Note)

The undersigned hereby elects to convert  $                      of the
principal and  $                     of the interest due on the Secured
Convertible Revolving Note issued by Digital Lifestyles Group, Inc. on , 2004
into Shares of Common Stock of Digital Lifestyles Group, Inc. (the "Borrower")
according to the conditions set forth in such Note, as of the date written
below.


Date of Conversion:
                        --------------------------------------------------------

Conversion Price:
                        --------------------------------------------------------

Shares To Be Delivered:
                        --------------------------------------------------------

Signature:
                        --------------------------------------------------------

Print Name:
                        --------------------------------------------------------

Address:
                        --------------------------------------------------------


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

Holder DWAC
                        --------------------------------------------------------
instructions


<PAGE>