THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED.

US $1,250,000.00
----------------

                          NEW WORLD ENTERTAINMENT CORP.

                         PROMISSORY NOTE DUE MAY 3, 2007

     FOR VALUE RECEIVED,  NEW WORLD ENTERTAINMENT CORP., a corporation organized
and existing under the laws of the State of Nevada (the "Company"),  promises to
pay to 555 Holdings LLC, a Nevada  limited  liability  company,  the  registered
holder hereof (the  "Holder"),  the principal sum of ONE MILLION AND TWO HUNDRED
FIFTY  THOUSAND  and  00/100  Dollars  (US  $1,250,000.00)  on May 3,  2007 (the
"Maturity Date").

     Interest  on the  basis  of a one  year  term of this  Note  shall  be paid
simultaneously  with the  issuance of this Note by the Company by issuing  three
and one third shares of common stock for every dollar loaned  (interest  shares)
of restricted common stock of the company.

     This Note is being issued  pursuant to the terms of (i) the Loan Agreement,
dated as of May 3, 2006 (the "Loan  Agreement"),  to which the  Company  and the
Holder (or the  Holder's  predecessor  in interest)  are  parties,  and (ii) the
Security Agreement, which shall be entered into within thirty (30) Business Days
of the Closing Date (the Security Agreement"),  to which the Company, the Holder
and certain shareholders of the Company,  shall be parties to. Capitalized terms
not  otherwise  defined  herein shall have the meanings  ascribed to them in the
Loan  Agreement and the Security  Agreement.  AT THE OPTION OF THE HOLDER,  THIS
LOAN MAY BE EXCHANGED FOR SECURITES OFFERED BY THE COMPANY IN ANY FINANCING.

     This Note is subject to the following additional provisions:


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<PAGE>
        1. Payments on the outstanding principal amount (the "Principal Amount")
shall be made by the Borrower on August 3, 2006 and on the first business day of
each  succeeding  quarter  thereafter  through and  including  the Maturity Date
(each, a "Repayment Date"). Commencing on the first Repayment Date, the Borrower
shall make quarterly  payments to the Holder on each Repayment  Date,  each such
payment in the amount of $312,500. Any outstanding Principal Amount shall be due
and payable on the Maturity Date.

     2.    (i) This Note may be prepaid in whole or in part at any time prior to
the Maturity Date, without penalty.  Any payment shall be applied as provided in
Section 3.

           (ii)  TIME  IS OF  THE  ESSENCE  WITH  RESPECT  TO  ANY  PAYMENT  DUE
HEREUNDER.  The Company shall be in default hereunder if any payment is not made
in a timely  manner,  without  any right to cure  unless  such  right to cure is
granted  by the  Holder in each  instance,  which  consent  shall be in the sole
discretion  of the  Holder and may be  withheld  for any reason or for no reason
whatsoever.

     3.    All payments  contemplated  hereby to be made "in cash" shall be made
in immediately available good funds of United States of America currency by wire
transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice  similarly  given).  For purposes of this Note,
the  phrase  "date of  payment"  means the date good funds are  received  in the
account designated by the notice which is then currently effective.

     4.    Subject to the terms of the Loan Agreement, no provision of this Note
shall alter or impair the  obligation  of the  Company,  which is  absolute  and
unconditional,  to pay the principal of this Note at the time,  place, and rate,
and in the  coin  or  currency,  as  herein  prescribed.  This  Note  is  direct
obligations of the Company.

     5.    No  recourse  shall be had for the payment of the  principal  of this
Note, or for any claim based hereon, or otherwise in respect hereof, against any
incorporator,  shareholder,  officer  or  director,  as such,  past,  present or
future,  of the Company or any successor  corporation,  whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

     6.    The Holder of the 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 except under  circumstances which will not result
in a violation of the  Securities  Act of 1933,  as amended,  or any  applicable
state  Blue  Sky or  foreign  laws  or  similar  laws  relating  to the  sale of
securities.

     7.    Any notice  given by any party to the other with respect to this Note
shall be given in the manner  contemplated  by the Loan Agreement in the section
entitled "Notices."

     8.    This Note shall be governed by and construed in  accordance  with the
laws of the State of New York.  Each of the parties  consents  to the  exclusive
jurisdiction  of the federal  courts whose  districts  encompass any part of the
County of New York or the state  courts of the State of New York  sitting in the
County of New York in connection  with any dispute  arising under this Agreement
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,
including any  objection  based on forum non  coveniens,  to the bringing of any
such proceeding in such  jurisdictions.  To the extent determined by such court,
the  Company  shall  reimburse  the  Holder  for any  reasonable  legal fees and
disbursements  incurred by the Holder in  enforcement of or protection of any of
its rights under any of this Note.


                                       2
<PAGE>
     9.    JURY TRIAL WAIVER. The Company and the Holder hereby waive a trial by
jury in any action,  proceeding or counterclaim brought by either of the Parties
hereto  against  the  other  in  respect  of  any  matter  arising  out of or in
connection with this Note.

     10.    The following shall constitute an "Event of Default":

           a.         The Company  shall  default in the payment of principal on
                      this  Note or any  other  amount  due,  time  being of the
                      essence; or

           b.         Any of  the  representations  or  warranties  made  by the
                      Company herein,  in the Loan Agreement or any of the other
                      Transaction Agreements shall be false or misleading in any
                      material respect at the time made; or

           c.         The Company shall (1) make an  assignment  for the benefit
                      of creditors or commence  proceedings for its dissolution;
                      or (2)  apply  for or  consent  to  the  appointment  of a
                      trustee,   liquidator   or  receiver  for  its  or  for  a
                      substantial part of its property or business; or

           d.         A trustee,  liquidator or receiver  shall be appointed for
                      the Company or for a  substantial  part of its property or
                      business without its consent; or

           e.         Any   governmental   agency  or  any  court  of  competent
                      jurisdiction  at the instance of any  governmental  agency
                      shall  assume  custody  or  control  of the  whole  or any
                      substantial  portion  of the  properties  or assets of the
                      Company; or

           f.         Bankruptcy,  reorganization,   insolvency  or  liquidation
                      proceedings  or other  proceedings  for  relief  under any
                      bankruptcy  law or any law for the relief of debtors shall
                      be instituted by or against the Company.

If an Event of Default shall have occurred, then, or at any time thereafter, and
in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent  default)  at the  option  of the  Holder  and in the  Holder's  sole
discretion,  the Holder may consider this Note  immediately due and payable (and
the  Maturity  Date  shall be  accelerated  accordingly),  without  presentment,
demand,  protest  or notice of any  kinds,  all of which  are  hereby  expressly
waived,  anything  herein or in any note or other  instruments  contained to the
contrary notwithstanding, and interest shall accrue on the total amount due (the
"Default  Amount") on the date of the Event of Default (the  "Default  Date") at
the rate of 18% per annum or the  maximum  rate  allowed  by law,  whichever  is
lower,  from the Default Date until the date payment is made, and the Holder may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.


     11.    In the event for any reason, any payment by or act of the Company or
the Holder  shall  result in payment of interest  which  would  exceed the limit
authorized  by or be in violation of the law of the  jurisdiction  applicable to
this Note,  then ipso facto the  obligation  of the  Company to pay  interest or
perform such act or requirement  shall be reduced to the limit  authorized under


                                       3
<PAGE>
such law,  so that in no event shall the  Company be  obligated  to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest  in excess of the limit so  authorized.  In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further  agreement or notice between or by the Company or the Holder,  be deemed
applied to the payment of principal,  if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically  designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Note.  If any part of such excess  remains  after the principal has been paid in
full,  whether by the  provisions of the preceding  sentences of this Section or
otherwise,  such  excess  shall be deemed to be an  interest-free  loan from the
Company to the Holder,  which loan shall be payable  immediately  upon demand by
the Company.  The provisions of this Section shall control every other provision
of this Note.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized this 3rd day of May 2006.


                       NEW WORLD ENTERTAINMENT CORP.


                       By: _______________________________________
                       Name: Michelle Dobson
                       Title: President