Exhibit 10.1

                           $500,000 CONVERTIBLE NOTE
MDDD                                                     Interest free if paid
                                                         in full within 3 months

FOR VALUE RECEIVED,  MAKISM 3D CORP., a Nevada corporation (the "Issuer" of this
Security) with at least 60,000,000 common shares issued and outstanding,  issues
this   Security   and  promises  to  pay  to  JMJ   Financial,   a  Nevada  sole
proprietorship,  or its Assignees (the  "Investor") the Principal Sum along with
the Interest Rate and any other fees  according to the terms  herein.  This Note
will become  effective  only upon  execution by both parties and delivery of the
first payment of Consideration by the Investor (the "Effective Date").

The Principal Sum is $500,000  (five hundred  thousand)  plus accrued and unpaid
interest and any other fees. The  Consideration  is $450,000 (four hundred fifty
thousand)  payable by wire (there exists a $50,000  original issue discount (the
"OID")).  The Investor shall pay $75,000 of  Consideration  upon closing of this
Note.  The  Investor  may pay  additional  Consideration  to the  Issuer in such
amounts and at such dates as the Investor may choose in its sole discretion. THE
PRINCIPAL SUM DUE TO THE INVESTOR SHALL BE PRORATED  BASED ON THE  CONSIDERATION
ACTUALLY PAID BY INVESTOR (PLUS AN APPROXIMATE  10% ORIGINAL ISSUE DISCOUNT THAT
IS PRORATED BASED ON THE CONSIDERATION  ACTUALLY PAID BY THE INVESTOR AS WELL AS
ANY OTHER  INTEREST OR FEES) SUCH THAT THE ISSUER IS ONLY  REQUIRED TO REPAY THE
AMOUNT  FUNDED AND THE ISSUER IS NOT REQUIRED TO REPAY ANY  UNFUNDED  PORTION OF
THIS  NOTE.  The  Maturity  Date is two years  from the  Effective  Date of each
payment (the  "Maturity  Date") and is the date upon which the  Principal Sum of
this  Note,  as well as any unpaid  interest  and other  fees,  shall be due and
payable.  The Conversion Price is the lesser of $0.07 or 60% of the lowest trade
price in the 25  trading  days  previous  to the  conversion  (In the case  that
conversion  shares are not  deliverable  by DWAC an additional 10% discount will
apply; and if the shares are ineligible for deposit into the DTC system and only
eligible for Xclearing  deposit an additional  5% discount  shall apply;  in the
case of  both  an  additional  cumulative  15%  discount  shall  apply).  Unless
otherwise  agreed in  writing  by both  parties,  at no time  will the  Investor
convert  any  amount of the Note into  common  stock  that  would  result in the
Investor owning more than 4.99% of the common stock outstanding.

1. ZERO PERCENT  INTEREST for the First Three Months.  The Issuer may repay this
Note at any time on or before 90 days from the Effective  Date,  after which the
Issuer may not make  further  payments on this Note prior to the  Maturity  Date
without  written  approval from the Investor.  IF THE ISSUER REPAYS A PAYMENT OF
CONSIDERATION ON OR BEFORE 90 DAYS FROM THE EFFECTIVE DATE OF THAT PAYMENT,  THE
INTEREST  RATE ON THAT PAYMENT OF  CONSIDERATION  SHALL BE ZERO PERCENT (0%). If
the Issuer does not repay a payment of  Consideration  on or before 90 days from
its Effective  Date, a one-time  Interest  charge of 12% shall be applied to the
Principal Sum. Any interest  payable is in addition to the OID, and that OID (or
prorated OID, if applicable)  remains  payable  regardless of time and manner of
payment by the Issuer.

2. Conversion. The Investor has the right, at any time after the Effective Date,
at its election,  to convert all or part of the outstanding and unpaid Principal
Sum and  accrued  interest  (and any other  fees) into  shares of fully paid and
non-assessable  shares of  common  stock of the  Issuer  as per this  conversion
formula:   Number  of  shares  receivable  upon  conversion  equals  the  dollar
conversion amount divided by the Conversion Price.  Conversions may be delivered
to the Issuer by method of the Investor's  choice  (including but not limited to
email,  facsimile,  mail,  overnight  courier,  or personal  delivery),  and all
conversions shall be cashless and not require further payment from the Investor.
If no  objection  is delivered  from the Issuer to the  Investor  regarding  any
variable or calculation of the conversion  notice within 24 hours of delivery of
the  conversion  notice,  the Issuer shall have been  thereafter  deemed to have
irrevocably  confirmed and  irrevocably  ratified such notice of conversion  and
waived any  objection  thereto.  The Issuer  shall  deliver  the shares from any
conversion  to the  Investor  (in any name  directed by the  Investor)  within 3
(three) business days of conversion notice delivery.

3. Conversion  Delays.  If the Issuer fails to deliver shares in accordance with
the timeframe  stated in Section 2, the  Investor,  at any time prior to selling
all of those  shares,  may rescind  any  portion,  in whole or in part,  of that
particular  conversion  attributable to the unsold shares and have the rescinded
conversion  amount  returned to the Principal Sum with the rescinded  conversion
shares   returned  to  the  Issuer  (under  the   Investor's  and  the  Issuer's
expectations that any returned conversion amounts will tack back to the original
date of the Note). In addition,  for each  conversion,  in the event that shares
are  not  delivered  by  the  fourth  business  day  (inclusive  of  the  day of
conversion), a penalty of $2,000 per day will be assessed for each day after the
third business day (inclusive of the day of the conversion) until share delivery
is made;  and such penalty will be added to the Principal Sum of the Note (under
the Investor's and the Issuer's  expectations that any penalty amounts will tack
back to the original date of the Note).

4.  Reservation of Shares.  At all times during which this Note is  convertible,
the Issuer will reserve from its authorized and unissued Common Stock to provide
for the  issuance of Common  Stock upon the full  conversion  of this Note.  The
Issuer will at all times reserve at least 22,000,000  shares of Common Stock for
conversion.

5.  Piggyback  Registration  Rights.  The  Issuer  shall  include  on  the  next
registration  statement  the  Issuer  files  with  SEC  (or  on  the  subsequent
registration  statement if such registration  statement is withdrawn) all shares
issuable  upon  conversion  of  this  Note.  Failure  to do so  will  result  in
liquidated damages of 25% of the outstanding principal balance of this Note, but
not less than $25,000,  being immediately due and payable to the Investor at its
election in the form of cash payment or addition to the balance of this Note.

6. Terms of Future  Financings.  So long as this Note is  outstanding,  upon any
issuance by the Issuer or any of its  subsidiaries of any security with any term
more  favorable  to the holder of such  security  or with a term in favor of the
holder of such security that was not similarly  provided to the Investor in this
Note,  then the Issuer  shall  notify the  Investor of such  additional  or more
favorable term and such term, at the Investor's  option,  shall become a part of
the  transaction  documents with the Investor.  The types of terms  contained in
another  security  that may be more  favorable  to the  holder of such  security
include,  but  are  not  limited  to,  terms  addressing  conversion  discounts,
<PAGE>
conversion  lookback periods,  interest rates,  original issue discounts,  stock
sale price, private placement price per share, and warrant coverage.

7. Default.  The following are events of default under this Note: (i) the Issuer
shall fail to pay any principal  under the Note when due and payable (or payable
by conversion) thereunder;  or (ii) the Issuer shall fail to pay any interest or
any other amount under the Note when due and payable (or payable by  conversion)
thereunder;  or (iii) a receiver,  trustee or other  similar  official  shall be
appointed over the Issuer or a material part of its assets and such  appointment
shall  remain  uncontested  for twenty  (20) days or shall not be  dismissed  or
discharged  within sixty (60) days; or (iv) the Issuer shall become insolvent or
generally  fails to pay, or admits in writing its inability to pay, its debts as
they become due, subject to applicable grace periods,  if any; or (v) the Issuer
shall make a general assignment for the benefit of creditors; or (vi) the Issuer
shall file a petition for relief under any bankruptcy, insolvency or similar law
(domestic or foreign); or (vii) an involuntary  proceeding shall be commenced or
filed  against  the Issuer;  or (viii) the Issuer  shall lose its status as "DTC
Eligible" or the Issuer's shareholders shall lose the ability to deposit (either
electronically  or by physical  certificates,  or otherwise) shares into the DTC
System; or (ix) the Issuer shall become delinquent in its filing requirements as
a  fully-reporting  issuer registered with the SEC; or (x) the Issuer shall fail
to meet all requirements to satisfy the availability of Rule 144 to the Investor
or its assigns  including  but not limited to timely  fulfillment  of its filing
requirements as a fully-reporting  issuer registered with the SEC,  requirements
for XBRL filings, and requirements for disclosure of financial statements on its
website.

8. Remedies.  In the event of any default,  the outstanding  principal amount of
this Note, plus accrued but unpaid interest,  liquidated damages, fees and other
amounts owing in respect thereof through the date of acceleration, shall become,
at the Investor's election, immediately due and payable in cash at the Mandatory
Default  Amount.  The  Mandatory  Default  Amount  means the  greater of (i) the
outstanding principal amount of this Note, plus all accrued and unpaid interest,
liquidated  damages,  fees and other amounts  hereon,  divided by the Conversion
Price on the date the  Mandatory  Default  Amount is either  demanded or paid in
full, whichever has a lower Conversion Price, multiplied by the VWAP on the date
the Mandatory Default Amount is either demanded or paid in full, whichever has a
higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus
100% of accrued and unpaid interest,  liquidated damages, fees and other amounts
hereon.  Commencing  five (5) days after the  occurrence of any event of default
that results in the eventual  acceleration  of this Note,  the interest  rate on
this Note shall accrue at an interest  rate equal to the lesser of 18% per annum
or the maximum rate  permitted  under  applicable  law. In connection  with such
acceleration  described  herein,  the Investor need not provide,  and the Issuer
hereby waives, any presentment, demand, protest or other notice of any kind, and
the Investor may immediately and without  expiration of any grace period enforce
any and  all of its  rights  and  remedies  hereunder  and  all  other  remedies
available to it under  applicable  law. Such  acceleration  may be rescinded and
annulled by the Investor at any time prior to payment hereunder and the Investor
shall have all rights as a holder of the note  until such time,  if any,  as the
Investor receives full payment pursuant to this Section 8. No such rescission or
annulment  shall  affect  any  subsequent  event of  default or impair any right
consequent  thereon.  Nothing herein shall limit the Investor's  right to pursue
any  other  remedies  available  to it at law or in  equity  including,  without
limitation,  a decree of  specific  performance  and/or  injunctive  relief with
respect to the  Issuer's  failure to timely  deliver  certificates  representing
shares of Common Stock upon  conversion of the Note as required  pursuant to the
terms hereof.

9. No Shorting. The Investor agrees that so long as this Note from the Issuer to
the Investor  remains  outstanding,  the Investor  will not enter into or effect
"short sales" of the Common Stock or hedging transaction which establishes a net
short  position  with  respect to the  Common  Stock of the  Issuer.  The Issuer
acknowledges  and  agrees  that  upon  delivery  of a  conversion  notice by the
Investor,  the Investor immediately owns the shares of Common Stock described in
the  conversion  notice  and any  sale  of  those  shares  issuable  under  such
conversion notice would not be considered short sales.

10.  Assignability.  The  Issuer may not  assign  this  Note.  This Note will be
binding upon the Issuer and its  successors and will inure to the benefit of the
Investor and its  successors  and assigns and may be assigned by the Investor to
anyone without the Issuer's approval.

11.  Governing Law. This Note will be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada, without regard to the conflict
of laws principles thereof. 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 Florida or in the federal  courts  located in  Miami-Dade
County, in the State of Florida.  Both parties and the individuals  signing this
Agreement agree to submit to the jurisdiction of such courts.

12.  Delivery  of Process by the  Investor  to the  Issuer.  In the event of any
action  or  proceeding  by the  Investor  against  the  Issuer,  and only by the
Investor  against  the  Issuer,  service of copies of summons  and/or  complaint
and/or any other  process  which may be served in any such action or  proceeding
may be made by the Investor via U.S. Mail,  overnight  delivery  service such as
FedEx or UPS,  email,  fax,  or  process  server,  or by  mailing  or  otherwise
delivering  a copy of such  process to the Issuer at its last known  attorney as
set forth in its most recent SEC filing.

13.  Attorney  Fees.  If any attorney is employed by either party with regard to
any legal or equitable action,  arbitration or other proceeding  brought by such
party for  enforcement  of this Note or because of an alleged  dispute,  breach,
default or  misrepresentation  in connection  with any of the provisions of this
Note,  the  prevailing  party will be entitled  to recover  from the other party
reasonable attorneys' fees and other costs and expenses incurred, in addition to
any other relief to which the prevailing party may be entitled.

14.  Opinion of  Counsel.  In the event that an opinion of counsel is needed for
any matter  related to this Note,  the  Investor  has the right to have any such
opinion  provided by its counsel.  Investor  also has the right to have any such
opinion provided by Issuer's counsel.

15. Notices.  Any notice required or permitted hereunder  (including  Conversion
Notices) must be in writing and either personally  served,  sent by facsimile or
email  transmission,  or sent  by  overnight  courier.  Notices  will be  deemed
effectively  delivered at the time of transmission if by facsimile or email, and
if by overnight courier the business day after such notice is deposited with the
courier service for delivery.
<PAGE>
Issuer:                                       Investor:


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Luke Ruffell                                  JMJ Financial
Makism 3D Corp.                               Its Principal
Chief Executive Officer



Date:                                         Date:
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                   [Signature Page to $500,000Promissory Note]