Exhibit
        10.2

      


      CONVERTIBLE
        SECURED PROMISSORY NOTE CONVERSION AGREEMENT

       

      This
        CONVERTIBLE SECURED PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”)
        is
        entered into and effective as of June 30, 2008 (the “Effective
        Date”)
        by and
        among the undersigned, each of whom have executed the Note Holder signature
        pages attached hereto as Annex A
        (each, a
“Note
        Holder”
and
        collectively, the “Note
        Holders”),
        CJPG,
        Inc., a Nevada corporation (“CJPG”),
        and
        TableMAX Holdings, LLC, a California limited liability company (“TableMAX”),
        with
        reference to the following facts:

       

      A. Each
        Note
        Holder has been provided with that certain Unit Exchange Agreement (the
“Unit
        Exchange Agreement”)
        dated
        as of June 27, 2008 by and among CJPG, TableMAX, and the members of
        TableMAX.

       

      B. Each
        Note
        Holder has previously purchased a Convertible Secured Promissory Note issued
        by
        TableMAX as set forth below each Note Holder’s name on the Note Holder signature
        pages attached hereto as Annex A (the “Notes”).

       

      C. Subject
        to the terms of TableMAX’s Second Amended and Restated Operating Agreement (the
“Operating
        Agreement”)
        dated
        as of October 3, 2005 by and among TableMAX Partners, LLC, Praesumo Partners,
        LLC, KR Capital Partners, LLC, Chai Gaming Partners, LLC, Chai Gaming Partners
        II, LLC, Chai Gaming Partners III, LLC, and any such additional persons on
        the
        signature pages thereto, the outstanding principal and accrued interest under
        the Notes is convertible into Common Units (as defined in the Operating
        Agreement) of TableMAX.

       

      D. Subject
        to the terms of the Unit Exchange Agreement, among other things, the holders
        of
        TableMAX Common Units (as defined in the Operating Agreement, defined below)
        are
        going to convert their Common Units into CJPG common stock, $0.001 par value
        per
        share (the “CJPG
        Common Stock”).

       

      E. In
        connection with the transactions contemplated by the Unit Exchange Agreement,
        and only subject to their consummation, the Note Holders wish to convert
        (i) the aggregate amount of the outstanding principal under the Notes,
        calculated as at Closing (defined below), directly into the Units (defined
        below) and (ii) the aggregate amount of the outstanding premium return and
        the aggregate amount of the accrued and unpaid interest under the Notes,
        each of
        which in this subpart (ii) shall accrue through the Closing and, pursuant
        to the terms herein, shall, concurrent with the Closing, convert into unsecured
        promissory notes issued by CJPG to the Note Holders (the “Unsecured
        Promissory Notes”),
        in
        substantially the form attached hereto as Exhibit A.

       

      NOW,
        THEREFORE, in consideration of the mutual promises herein, and for other
        good
        and valuable consideration, the receipt and sufficiency of which is acknowledge,
        the parties hereby agree as follows:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        I

      The
        Conversion

       

      SECTION
        1.1. Note
        Holder Signature Page. By
        executing this Agreement, each Note Holder hereby confirms that all of the
        information with respect to such Note Holder’s Note, as described in the Note
        Holder’s signature page attached hereto as Annex A, is true, correct and
        complete as of the date hereof.

       

      SECTION
        1.2. Conversion
        of Securities.
        Subject
        to, and immediately prior to, the closing of the transactions contemplated
        by
        the Unit Exchange Agreement (the “Closing”),
        each
        Note Holder severally agrees to:

       

      (a) Convert
        the outstanding principal under its Note into units (the “Units”)
        at the
        rate of 123,457 Units per $100,000 of principal under the Note. Each Unit
        will
        consist of two shares of CJPG Common Stock and one warrant (“Warrant”)
        to
        purchase one additional share of CJPG Common Stock over a three year period
        at
        an exercise price of $0.405 per share. The Warrant shall be issued in the
        form
        of Warrant attached hereto as Exhibit B.
        For
        illustrative purposes only, the aggregate amount of the outstanding principal
        underlying each Note is calculated as at June 30, 2008 on the signature pages
        attached hereto. The principal amount shall be recalculated as at the date
        of
        the Closing and, such amount, shall be the basis for the conversion of the
        principal into Units.

       

      (b) Convert
        the aggregate amount of the outstanding preferred return and the aggregate
        amount of the accrued and unpaid interest underlying its Note into an Unsecured
        Promissory Note. For illustrative purposes only, the aggregate amount of
        the
        outstanding preferred return and the aggregate amount of the accrued and
        unpaid
        interest underlying each Note is calculated as at June 30, 2008 on the signature
        pages attached hereto. This amount shall be recalculated to accrue up to
        and
        including the actual date of the Closing and, such accrued amount, shall
        be the
        principal amount of the Unsecured Promissory Notes.

       

      The
        Company shall issue to the Note Holders the Units and Unsecured Promissory
        Notes
        within three business days of the Closing. Notwithstanding anything herein
        to
        the contrary, if, for any reason, the Conversion occurs but it is not
        immediately followed by the Closing, then the Conversion shall be automatically
        reversed such that each of the parties hereto shall be in the same position
        they
        were in immediately prior to the Conversion.

       

      SECTION
        1.3. Closing.
        The
        transactions contemplated by this Agreement shall occur on the date of the
        Closing.

       

      ARTICLE
        II

      Representations
        and Warranties of the Note Holders

       

      Each
        Note
        Holder severally represents and warrants to TableMAX and CJPG, with respect
        to
        the Notes individually owned by such Note Holder, as designated on the Note
        Holder signature pages attached hereto, the following, each of which shall
        be
        true as of the Effective Date and the date of the Closing:


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Section
        2.1. Good
        Title.
        The
        Note Holder is the record and beneficial holder of the Note issued by TableMAX
        as set forth below such Note Holder’s name on the Note Holder signature pages
        attached hereto as Annex A. The Note Holder holds the respective Note free
        and
        clear of all liens, security interests, pledges, equities and claims of any
        kind, voting trusts, stockholder agreements and other encumbrances other
        than
        restrictions under the Federal securities laws.

       

      SECTION
        2.2. Power
        and Authority.
        This
        Agreement constitutes a legal, valid and binding obligation of the Note Holder,
        enforceable against such Note Holder in accordance with the terms hereof,
        except
        as may be limited by bankruptcy, insolvency, reorganization, moratorium and
        other similar laws and equity principles related to or limiting creditors’
rights generally and by general principals of equity.

       

      SECTION
        2.3. No
        Conflicts.
        The
        execution and delivery of this Agreement by the Note Holder and the performance
        by the Note Holder of any obligations hereunder in accordance with the terms
        hereof: (i) will not require the consent of any third party or any federal,
        state, local or foreign government or any court of competent jurisdiction,
        administrative agency or commission or other governmental authority or
        instrumentality, domestic or foreign under any statutes, laws, ordinances,
        rules, regulations, orders, writs, injunctions, judgments, or decrees
        (collectively, “Laws”);
        (ii) will not violate any Laws applicable to such Note Holder and
        (iii) will not violate or breach any contractual obligation to which such
        Note Holder is a party.

       

      SECTION
        2.4. Note
        Holder Status.
        At the
        time such Note Holder was offered the Units, such Note Holder was, and at
        the
        date hereof is, an "accredited investor" as defined in Rule 501(a)(1), (a)(2),
        (a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as amended (the
        “Securities
        Act”).
        Such
        Note Holder is not required to be registered as a broker-dealer under Section
        15
        of the Securities and Exchange Act of 1934, as amended.

       

      SECTION
        2.5. Experience
        of Such Note Holder.
        Such
        Note Holder, either alone or together with such Note Holder’s representatives,
        has such knowledge, sophistication and experience in business and financial
        matters so as to be capable of evaluating the merits and risks of the
        prospective investment in the shares of CJPG Common Stock, and has so evaluated
        the merits and risks of such investment. Such Note Holder is able to bear
        the
        economic risk of an investment in the shares of CJPG Common Stock and, at
        the
        present time, is able to afford a complete loss of such investment.

       

      SECTION
        2.6. Restricted
        Securities.
        The
        Note Holder understands that the Units, including the shares of CJPG Common
        Stock made a part thereof, are characterized as “restricted securities” under
        the Securities Act inasmuch as the shares of CJPG Common Stock are being
        offered
        in a transaction not involving a public offering. The Note Holder further
        acknowledges that the shares of CJPG Common Stock may not be resold without
        registration under the Securities Act or the existence of an exemption
        therefrom. The Note Holder represents that he, she or it is familiar with
        Rule
        144 promulgated under the Securities Act, as presently in effect, and
        understands the resale limitations imposed thereby and by the Securities
        Act.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

      Miscellaneous

       

      SECTION
        3.1. Entire
        Agreement.
        This
        Agreement contains the entire understanding among the parties hereto with
        respect to the subject matter hereof, and all prior agreements, understandings,
        representations and statements among the parties (or any of them) with respect
        to the subject matter hereof are superseded by this Agreement and shall be
        of no
        further force or effect.

       

      SECTION
        3.2. Modifications.
        This
        Agreement may not be modified or amended except by written instrument, signed
        by
        each of the parties hereto, expressing such an amendment or
        modification.

       

      SECTION
        3.3. Further
        Cooperation.
        The
        parties hereto agree to execute, acknowledge, if appropriate, and deliver
        any
        document and cooperate in performing any acts in any reasonable manner to
        carry
        out the intent and implement the terms and conditions of this
        Agreement.

       

      SECTION
        3.4. Headings.
        The
        parties hereto understand that the headings contained within this Agreement
        are
        included for purposes of convenience only and shall not in any manner limit
        or
        define any of the rights, responsibilities, duties, or liabilities of any
        of the
        parties hereto as set forth in any of the paragraphs in this Agreement and
        shall
        not affect the construction or interpretation of any of the provisions of
        this
        Agreement.

       

      SECTION
        3.5. Negotiated
        Transaction.
        This
        Agreement is to be deemed to have been jointly prepared by the parties hereto,
        and any uncertainty or ambiguity existing herein shall not be interpreted
        against any party hereto.

       

      SECTION
        3.6. Binding
        on Successors.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective family members, heirs, successors, and
        assigns.

       

      SECTION
        3.7. Applicable
        Law.
        This
        Agreement shall be governed by and construed exclusively in accordance with
        the
        laws of the State of California, without giving effect to any principle or
        doctrine regarding conflict of laws.

       

      SECTION
        3.8. Execution
        in Counterparts.
        This
        Agreement may be executed in two or more counterparts, each signed by one
        of the
        signatories to this Agreement, and all of said counterparts together shall
        constitute one and the same instrument. The parties hereto agree that facsimile
        signatures may be relied upon by each of the signatories to this Agreement
        as
        original signatures.

       

      SECTION
        3.9. Severability.
        In the
        event that any provision of this Agreement or portion thereof is held by
        a court
        of competent jurisdiction to be unenforceable or invalid, the validity and
        enforceability of the remaining provisions or portions thereof shall not
        be
        adversely affected


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      [Signature
        Page Follows]

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
        Date hereof.


       

      CJPG,
        INC.,

      a
        Nevada
        corporation

       

      
        	
                By:

              	
                /s/
                  Stephen Crystal

              
	 	
                Name:
                  Stephen Crystal

              
	 	
                Title:
                  Chief Executive Officer

              


      

      


      TableMAX
        Holdings, LLC,

      a
        California limited liability company

       

      
        	
                By:

              	
                /s/
                  Stephen Crystal

              
	 	
                Name:
                  Stephen Crystal

              
	 	
                Title:
                  Chief Executive Officer

              


      

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOR NOTE HOLDERS FOLLOW

      ON
        ATTACHED ANNEX A]



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Annex
        A

      


      Note
        Holders Signature Page

      


      IN
        WITNESS WHEREOF, the undersigned Note Holder has executed this Agreement
        as of
        the Effective Date hereof.


       

      NAME
        OF
        NOTE HOLDER: [Name]


       

      
        	 
	
                [Name]

              


      

      


      
        	
                NOTE
                  INFORMATION:

              
	
                Date
                  of Note(s):

              
	
                Original
                  Principal Amount(s):

              
	
                Principal
                  amount as of 06/30/08:

              
	
                Principal
                  amount as of 06/30/08 

                to
                  be Converted into CJPG, Inc.

                Common
                  Stock:

              
	
                Accrued
                  and unpaid interest as

                of
                  06/30/08:

              
	
                Preferred
                  Return as of 06/30/08

              


      

      


      
        	
                ADDRESS
                  FOR NOTICE

              
	
                c/o:
                  

              
	
                Street:
                  

              
	
                City/State/Zip:
                  

              
	
                Attention:
                  

              
	
                Fax:

              
	
                Email:

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      


      FORM
        OF PROMISSORY NOTE

      


      PROMISSORY
        NOTE

       

      
        	
                $[______]

              	
                June
                  __, 2008

              


      

      


      FOR
        VALUE
        RECEIVED, CJPG, Inc., a Nevada corporation (“Maker”),
        hereby promises to pay to the order of ________________, an individual
        (“Holder”),
        at
        [__________] or such other location as Holder shall designate, from time
        to
        time, or its successors and assigns, the principal sum of [__________________
        Dollars ($__________)], plus any interest or fees owed thereon, pursuant
        to the
        terms of this promissory note (this “Note”).

       

      1. Interest
        Rate.
        The
        unpaid principal amount of this Note shall bear interest at a rate per annum
        equal to Eight Percent (8%) calculated on the basis of a 365 day year and
        the
        actual number of days elapsed.

       

      2. Payment/Maturity.
        The
        outstanding principal balance, together with any and all accrued and unpaid
        interest and any other amounts due and owing under this Note, shall be due
        and
        payable on June __, 2010 (the “Maturity
        Date”).
        If
        the Maturity Date does not fall on a business day, then the Maturity Date
        shall
        be the next first business day.

       

      3. Prepayment.
        This
        Note may be prepaid in whole or in part at any time, without premium or penalty.
        Any such prepayment shall be applied first to the interest accrued on this
        Note
        and second, if the amount of prepayment exceeds the amount of all such accrued
        interest, to the payment of principal of this Note.

       

      4. No
        Setoff.
        All
        payments made hereunder shall be made in lawful money of the United States
        of
        America without setoff, deduction or counterclaim of any kind
        whatsoever.

       

      5. Default
        and Acceleration.
        For
        purposes of this Note, Maker shall be in “Default”
under
        this Note if Maker: (a) fails to make any payment of interest, principal or
        other amount required hereunder within five (5) calendar days following receipt
        of written notice from Holder; (b) admits in writing Maker’s inability to
        pay Maker’s debts as such debts become due, makes a general assignment for the
        benefit of creditors, or files any petition or action for relief under any
        bankruptcy, reorganization, insolvency or moratorium law or under any other
        law
        for the relief of, or relating to, debtors; or (c) fails to have dismissed
        or vacated within thirty (30) days following the date of filing any involuntary
        petition against Maker under any bankruptcy, reorganization, insolvency or
        moratorium law or under any other law for the relief of, or relating to,
        debtors. Notwithstanding any other provision of this Note to the contrary,
        upon
        the occurrence of a Default, Holder may, at Holder’s option, but with written
        notice to Maker, declare immediately due and payable the entire indebtedness
        evidenced by this Note, including the entire principal balance outstanding
        hereunder, any and all unpaid interest accrued thereon and any and all other
        amounts due and owing under this Note.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      6. Waiver
        and Amendment.
        No
        provision of this Note may be amended, waived or modified without the prior
        written consent of each of Maker and Holder.

       

      7. Assignment
        by Maker.
        Neither
        this Note nor any of the rights, interests or obligations hereunder may be
        assigned, by operation of law or otherwise, in whole or in part, by Maker,
        without the prior written consent of Holder.

       

      8. Successors
        and Assigns.
        Subject
        to the restrictions on assignment described in Section 7 hereof, the rights
        and obligations of Maker and Holder of this Note shall be binding upon and
        benefit the successors, assigns, heirs, administrators and transferees of
        the
        parties.

       

      9. Usury.
        In the
        event any interest is paid on this Note which is deemed to be in excess of
        the
        then legal maximum rate, then that portion of the interest payment representing
        an amount in excess of the then legal maximum rate shall be deemed a payment
        of
        principal and applied against the principal of this Note.

       

      10. Notices.
        Any
        notice, request or other communication required or permitted hereunder shall
        be
        in writing and shall be deemed to have been duly given if personally delivered
        or mailed by registered or certified mail, postage prepaid, or by recognized
        overnight courier personal delivery or facsimile transmission at the respective
        addresses or facsimile number of the parties as set forth below. Any party
        hereto may by notice so given change its address or facsimile number for
        future
        notice hereunder. Notice shall conclusively be deemed to have been given
        when
        received.

       

      11. Expenses;
        Waivers.
        If
        action is instituted to collect this Note, Maker promises to pay all costs
        and
        expenses, including, without limitation, reasonable attorneys’ fees and costs,
        incurred in connection with such action. Maker hereby waives notice of default,
        presentment or demand for payment, protest or notice of nonpayment or dishonor
        and all other notices or demands relative to this instrument.

       

      12. Governing
        Law.
        This
        Note and all actions arising out of or in connection with this Note shall
        be
        governed by and construed in accordance with the laws of the State of Nevada,
        without regard to conflict of laws provisions of the State of Nevada or of
        any
        other state. In the event of any dispute among or between any of the parties
        to
        this Note arising out of the terms of this Note, the parties hereby consent
        to
        the exclusive jurisdiction of the federal and state courts located in the
        State
        of Nevada for resolution of such dispute, and agree not to contest such
        exclusive jurisdiction or seek to transfer any action relating to such dispute
        to any other jurisdiction.

       

      [Signature
        Page Follows]


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        Maker
        has caused this Note to be issued as of the date first written
        above.

       

      
        	
                “Maker”

              
	 
	
                CJPG,
                  INC.

              
	 	 
	
                By:   

              	 
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                Maker’s
                  Address For Notice: 

              
	
                [____________]

              
	
                [____________]

              
	
                [____________]

              
	
                Attn:
                  [____________]

              


      

      


      Acknowledged
        and Agreed To By:

      


      “Holder”

       

      
        	
                _________________________________

              
	
                Name:

              


      

      


      Holder’s
        Address For Notice:

      [____________]

      [____________]

      [____________]

      Attn:
        [____________]



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      


      FORM
        OF WARRANT

      


      NEITHER
        THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
        HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
        SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
        AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED
        OR
        SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
        SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. THESE
        SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
        MAY BE
        PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
        BY
        SUCH SECURITIES.

       

      CJPG,
        INC.

       

      WARRANT
        TO PURCHASE COMMON STOCK

       

      
        	
                Warrant
                  No. [_________]

              	
                  

              	
                Original
                  Issue Date:
                  [           ],
                  2008

              


      

       

      CJPG,
        Inc., a Nevada corporation (the “Company”),
        hereby certifies that, for value received,
        [            ] or
        its permitted registered assigns (the “Holder”),
        is
        entitled to purchase from the Company up to a total of
        [            ]
        shares of common stock, $0.001 par value (the “Common
        Stock”),
        of
        the Company (each such share, a “Warrant
        Share”
and
        all
        such shares, the “Warrant
        Shares”)
        at an
        exercise price per share equal to $0.405 (as adjusted from time to time as
        provided in Section 9 herein, the “Exercise
        Price”),
        at
        any time and from time to time from on or after the date hereof (the “Trigger
        Date”) and through and including 5:00 P.M., prevailing Pacific time, on
        [             ],
        2011 (the “Expiration
        Date”),
        and
        subject to the following terms and conditions: 

      


      This
        Warrant (this “Warrant”)
        is one
        of a series of similar warrants issued pursuant to that certain Convertible
        Secured Promissory Note Conversion Agreement dated June 30,, 2008, by and
        among
        the Company and the Note Holders identified therein (the “Conversion
        Agreement”). All such warrants are referred to herein, collectively, as the
“Warrants.”

       

      1.
         Definitions.
        In
        addition to the terms defined elsewhere in this Warrant, capitalized terms
        that
        are not otherwise defined herein have the meanings given to such terms in
        the
        Conversion Agreement. 

        

      2.  Registration
        of Warrants.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder (which shall include the initial Holder or,
        as the
        case may be, any registered assignee to which this Warrant is permissibly
        assigned hereunder) from time to time. The Company may deem and treat the
        registered Holder of this Warrant as the absolute owner hereof for the purpose
        of any exercise hereof or any distribution to the Holder, and for all other
        purposes, absent actual notice to the contrary.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      3.
         Registration
        of Transfers.
        The
        Company shall register the transfer of all or any portion of this Warrant
        in the
        Warrant Register, upon (i) surrender of this Warrant, with the Form of
        Assignment attached as Schedule
        2
        hereto
        duly completed and signed, to the Company’s transfer agent or to the Company at
        its address specified herein (ii) delivery, at the request of the Company,
        of an
        opinion of counsel reasonably satisfactory to the Company to the effect that
        the
        transfer of such portion of this Warrant may be made pursuant to an available
        exemption from the registration requirements of the Securities Act and all
        applicable state securities or blue sky laws and (iii) delivery by the
        transferee of a written statement to the Company certifying that the transferee
        is an “accredited investor” as defined in Rule 501(a) under the Securities Act
        and making the representations and certifications set forth in Sections 2.4,
        2.5
        and 2.6 of the Conversion Agreement, to the Company at its address specified
        in
        the Conversion Agreement. Upon any such registration or transfer, a new warrant
        to purchase Common Stock in substantially the form of this Warrant (any such
        new
        warrant, a “New
        Warrant”)
        evidencing the portion of this Warrant so transferred shall be issued to
        the
        transferee, and a New Warrant evidencing the remaining portion of this Warrant
        not so transferred, if any, shall be issued to the transferring Holder. The
        acceptance of the New Warrant by the transferee thereof shall be deemed the
        acceptance by such transferee of all of the rights and obligations of a Holder
        of a Warrant. 

       

      4.
         Exercise
        and Duration of Warrants.
        

       

      (a)
         All
        or
        any part of this Warrant shall be exercisable by the registered Holder at
        any
        time and from time to time on or after the Trigger Date and through and
        including 5:00 P.M. prevailing Pacific time on the Expiration Date. At 5:00
        P.M., prevailing Pacific time, on the Expiration Date, the portion of this
        Warrant not exercised prior thereto shall be and become void and of no value
        and
        this Warrant shall be terminated and no longer outstanding. 

      


      (b) The
        Holder may exercise this Warrant by delivering to the Company (i) an exercise
        notice, in the form attached as Schedule 1 hereto (the “Exercise
        Notice”),
        appropriately completed and duly signed, (ii) payment of the Exercise Price
        for
        the number of Warrant Shares as to which this Warrant is being exercised
        (which
        may take the form of a “cashless exercise” if so indicated in the Exercise
        Notice and if a “cashless exercise” may occur at such time pursuant to Section
        10 below), and the date such items are delivered to the Company (as determined
        in accordance with the notice provisions hereof) is an “Exercise
        Date.”
The
        delivery by (or on behalf of) the Holder of the Exercise Notice and the
        applicable Exercise Price as provided above shall constitute the Holder’s
        certification to the Company that its representations contained in Sections
        2.4,
        2. and 2.6 of the Conversion Agreement are true and correct as of the Exercise
        Date as if remade in their entirety (or, in the case of any transferee Holder
        that is not a party to the Conversion Agreement, such transferee Holder’s
        certification to the Company that such representations are true and correct
        as
        to such assignee Holder as of the Exercise Date). The Holder shall not be
        required to deliver the original Warrant in order to effect an exercise
        hereunder. Execution and delivery of the Exercise Notice shall have the same
        effect as cancellation of the original Warrant and issuance of a New Warrant
        evidencing the right to purchase the remaining number of Warrant
        Shares.

      


      5.
         Delivery
        of Warrant Shares.
         Upon
        exercise of this Warrant, the Company shall promptly issue or cause to be
        issued
        and cause to be delivered to or upon the written order of the Holder and
        in such
        name or names as the Holder may designate a certificate for the Warrant Shares
        issuable upon such exercise, with an appropriate restrictive legends. The
        Holder, or any Person permissibly so designated by the Holder to receive
        Warrant
        Shares, shall be deemed to have become the holder of record of such Warrant
        Shares as of the Exercise Date.   


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      6.
         Charges,
        Taxes and Expenses.
        Issuance and delivery of certificates for shares of Common Stock upon exercise
        of this Warrant shall be made without charge to the Holder for any issue
        or
        transfer tax, transfer agent fee or other incidental tax or expense in respect
        of the issuance of such certificates, all of which taxes and expenses shall
        be
        paid by the Company; provided,
        however,
        that
        the Company shall not be required to pay any tax which may be payable in
        respect
        of any transfer involved in the registration of any certificates for Warrant
        Shares or Warrants in a name other than that of the Holder or an Affiliate
        thereof. The Holder shall be responsible for all other tax liability that
        may
        arise as a result of holding or transferring this Warrant or receiving Warrant
        Shares upon exercise hereof. 

       

      7.
         Replacement
        of Warrant.
        If this
        Warrant is mutilated, lost, stolen or destroyed, the Company shall issue
        or
        cause to be issued in exchange and substitution for and upon cancellation
        hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
        only
        upon receipt of evidence reasonably satisfactory to the Company of such loss,
        theft or destruction (in such case) and, in each case, a customary and
        reasonable indemnity (which shall not include a surety bond), if requested.
        Applicants for a New Warrant under such circumstances shall also comply with
        such other reasonable regulations and procedures and pay such other reasonable
        third-party costs as the Company may prescribe. If a New Warrant is requested
        as
        a result of a mutilation of this Warrant, then the Holder shall deliver such
        mutilated Warrant to the Company as a condition precedent to the Company’s
        obligation to issue the New Warrant. 

       

      8.
         Reservation
        of Warrant Shares.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        the aggregate of its authorized but unissued and otherwise unreserved Common
        Stock, solely for the purpose of enabling it to issue Warrant Shares upon
        exercise of this Warrant as herein provided, the number of Warrant Shares
        which
        are then issuable and deliverable upon the exercise of this entire Warrant,
        free
        from preemptive rights or any other contingent purchase rights of persons
        other
        than the Holder (taking into account the adjustments and restrictions of
        Section
        9).
        The
        Company covenants that all Warrant Shares so issuable and deliverable shall,
        upon issuance and the payment of the applicable Exercise Price in accordance
        with the terms hereof, be duly and validly authorized, issued and fully paid
        and
        nonassessable. The Company will take all such action as may be necessary
        to
        assure that such shares of Common Stock may be issued as provided herein
        without
        violation of any applicable law or regulation, or of any requirements of
        any
        securities exchange or automated quotation system upon which the Common Shares
        may be listed.

       

      9.
         Certain
        Adjustments.
        The
        Exercise Price and number of Warrant Shares issuable upon exercise of this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        9.
        

       

      (a)  Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend on its Common Stock or otherwise makes a distribution on any class
        of
        capital stock that is payable in shares of Common Stock, (ii) subdivides
        its
        outstanding shares of Common Stock into a larger number of shares, or (iii)
        combines its outstanding shares of Common Stock into a smaller number of
        shares,
        then in each such case the Exercise Price shall be multiplied by a fraction,
        the
        numerator of which shall be the number of shares of Common Stock outstanding
        immediately before such event and the denominator of which shall be the number
        of shares of Common Stock outstanding immediately after such event. Any
        adjustment made pursuant to clause (i) of this paragraph shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution, and any adjustment pursuant to
        clause
        (ii) or (iii) of this paragraph shall become effective immediately after
        the
        effective date of such subdivision or combination. 


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      (b) Fundamental
        Transactions.
        If, at
        any time while this Warrant is outstanding (i) the Company effects any merger
        or
        consolidation of the Company with or into another Person, in which the Company
        is not the survivor, (ii) the Company effects any sale of all or substantially
        all of its assets or a majority of its Common Stock is acquired by a third
        party, in each case, in one or a series of related transactions, (iii) any
        tender offer or exchange offer (whether by the Company or another Person)
        is
        completed pursuant to which all or substantially all of the holders of Common
        Stock are permitted to tender or exchange their shares for other securities,
        cash or property, or (iv) the Company effects any reclassification of the
        Common
        Stock or any compulsory share exchange pursuant to which the Common Stock
        is
        effectively converted into or exchanged for other securities, cash or property
        (other than as a result of a subdivision or combination of shares of Common
        Stock covered by Section 9(a) above) (in any such case, a “Fundamental
        Transaction”),
        then
        the Holder shall have the right thereafter to receive, upon exercise of this
        Warrant, the same amount and kind of securities, cash or property as it would
        have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of the number of Warrant Shares then issuable upon exercise in
        full
        of this Warrant without regard to any limitations on exercise contained herein
        (the “Alternate
        Consideration”).
        The
        Company shall not effect any such Fundamental Transaction unless prior to
        or
        simultaneously with the consummation thereof, any successor to the Company,
        surviving entity or the corporation purchasing or otherwise acquiring such
        assets or other appropriate corporation or entity shall assume the obligation
        to
        deliver to the Holder, such Alternate Consideration as, in accordance with
        the
        foregoing provisions, the Holder may be entitled to purchase and/or receive
        (as
        the case may be), and the other obligations under this Warrant. The provisions
        of this paragraph (c) shall similarly apply to subsequent transactions analogous
        to a Fundamental Transaction.

       

      (c)
         Number
        of Warrant Shares.
        Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
        (a) of this Section, the number of Warrant Shares that may be purchased upon
        exercise of this Warrant shall be increased or decreased proportionately,
        so
        that after such adjustment the aggregate Exercise Price payable hereunder
        for
        the increased or decreased number of Warrant Shares shall be the same as
        the
        aggregate Exercise Price in effect immediately prior to such adjustment.
        

                                      

      (d)
         Calculations.
        All
        calculations under this Section
        9
        shall be
        made to the nearest cent or the nearest 1/100th
        of a
        share, as applicable. The number of shares of Common Stock outstanding at
        any
        given time shall not include shares owned or held by or for the account of
        the
        Company, and the sale or issuance of any such shares shall be considered
        an
        issue or sale of Common Stock. 

       

      (e)
         Notice
        of Adjustments.
        Upon
        the occurrence of each adjustment pursuant to this Section
        9,
        the
        Company at its expense will, at the written request of the Holder, promptly
        compute such adjustment, in good faith, in accordance with the terms of this
        Warrant and prepare a certificate setting forth such adjustment, including
        a
        statement of the adjusted Exercise Price and adjusted number or type of Warrant
        Shares or other securities issuable upon exercise of this Warrant (as
        applicable), describing the transactions giving rise to such adjustments
        and
        showing in detail the facts upon which such adjustment is based. Upon written
        request, the Company will promptly deliver a copy of each such certificate
        to
        the Holder and to the Company’s transfer agent.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      (f)
         Notice
        of Corporate Events.
        If,
        while this Warrant is outstanding, the Company (i) declares a dividend or
        any
        other distribution of cash, securities or other property in respect of its
        Common Stock, including, without limitation, any granting of rights or warrants
        to subscribe for or purchase any capital stock of the Company, (ii) authorizes
        or approves, enters into any agreement contemplating or solicits stockholder
        approval for any Fundamental Transaction or (iii) authorizes the voluntary
        dissolution, liquidation or winding up of the affairs of the Company, then,
        except if such notice and the contents thereof shall be deemed to constitute
        material non-public information, the Company shall deliver to the Holder
        a
        notice describing the material terms and conditions of such transaction at
        least
        ten (10) Trading Days prior to the applicable record or effective date on
        which
        a Person would need to hold Common Stock in order to participate in or vote
        with
        respect to such transaction, and the Company will take all steps reasonably
        necessary in order to insure that the Holder is given the practical opportunity
        to exercise this Warrant prior to such time so as to participate in or vote
        with
        respect to such transaction; provided,
        however,
        that
        the failure to deliver such notice or any defect therein shall not affect
        the
        validity of the corporate action required to be described in such notice.
        

       

      10.
         Payment
        of Exercise Price.
        The
        Holder shall pay the Exercise Price in immediately available funds; provided,
        however,
        that
        if, on any Exercise Date the shares issuable upon exercise of this Warrant
        are
        not freely resalable without restriction under the Securities Act, the Holder
        may, in its sole discretion, satisfy its obligation to pay the Exercise Price
        through a “cashless exercise”, in which event the Company shall issue to the
        Holder the number of Warrant Shares determined as follows: 

       

      
        	 	
                X
                  =
                  Y [(A-B)/A]

              
	 	
                 

              
	
                where:

              	 
	 	
                 

              
	 	
                X
                  =
                  the number of Warrant Shares to be issued to the
                  Holder.

              
	 	
                 

              
	 	
                Y
                  =
                  the total number of Warrant Shares with respect to which this Warrant
                  is
                  being exercised.

              
	 	
                 

              
	 	
                A
                  =
                  the average of the Closing Sale Prices of the shares of Common
                  Stock (as
                  reported by Bloomberg Financial Markets) for the five Trading Days
                  ending
                  on the date immediately preceding the Exercise Date.

              
	
                 

              	 
	 	
                B
                  =
                  the Exercise Price then in effect for the applicable Warrant Shares
                  at the
                  time of such exercise.

              


      

       

      For
        purposes of this Warrant, “Closing
        Sale Price”
means,
        for any security as of any date, the last trade price for such security on
        the
        principal securities exchange or trading market for such security, as reported
        by Bloomberg Financial Markets, or, if such exchange or trading market begins
        to
        operate on an extended hours basis and does not designate the last trade
        price,
        then the last trade price of such security prior to 4:00:00 p.m., New York
        Time,
        as reported by Bloomberg Financial Markets, or if the foregoing do not apply,
        the last trade price of such security in the over-the-counter market on the
        electronic bulletin board for such security as reported by Bloomberg Financial
        Markets, or, if no last trade price is reported for such security by Bloomberg
        Financial Markets, the average of the bid prices, or the ask prices,
        respectively, of any market makers for such security as reported in the "pink
        sheets" by Pink Sheets LLC. If the Closing Sale Price cannot be calculated
        for a
        security on a particular date on any of the foregoing bases, the Closing
        Sale
        Price of such security on such date shall be the fair market value as mutually
        determined by the Company and the Holder. If the Company and the Holder are
        unable to agree upon the fair market value of such security, then the Company
        shall, within two business days submit via facsimile (a) the disputed
        determination of the Warrant Exercise Price to an independent, reputable
        investment bank selected by the Company and approved by the Holder or (b)
        the
        disputed arithmetic calculation of the Warrant Shares to the Company's
        independent, outside accountant. The Company shall cause at its expense the
        investment bank or the accountant, as the case may be, to perform the
        determinations or calculations and notify the Company and the Holder of the
        results no later than ten business days from the time it receives the disputed
        determinations or calculations. Such investment bank's or accountant's
        determination or calculation, as the case may be, shall be binding upon all
        parties absent demonstrable error. All such determinations to be appropriately
        adjusted for any stock dividend, stock split, stock combination or other
        similar
        transaction during the applicable calculation period


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      For
        purposes of Rule 144 promulgated under the Securities Act, it is intended,
        understood and acknowledged that the Warrant Shares issued in a cashless
        exercise transaction shall be deemed to have been acquired by the Holder,
        and
        the holding period for the Warrant Shares shall be deemed to have commenced,
        on
        the date this Warrant was originally issued pursuant to the Conversion Agreement
        (provided that the Commission continues to take the position that such treatment
        is proper at the time of such exercise). 

       

      11.
         No
        Fractional Shares.
        No
        fractional Warrant Shares will be issued in connection with any exercise
        of this
        Warrant. In lieu of any fractional shares which would otherwise be issuable,
        the
        number of Warrant Shares to be issued shall be rounded up to the next whole
        number. 

       

      12.
         Notices.
        Any and
        all notices or other communications or deliveries hereunder (including, without
        limitation, any Exercise Notice) shall be in writing and shall be deemed
        given
        and effective on the earliest of (i) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile number specified
        in
        the Conversion Ageement prior to 5:00 p.m. (prevailing Pacific time) on a
        Trading Day, (ii) the next Trading Day after the date of transmission, if
        such
        notice or communication is delivered via facsimile at the facsimile number
        specified in the Conversion Agreement on a day that is not a Trading Day
        or
        later than 5:00 p.m. (prevailing Pacific time) on any Trading Day, (iii)
        the
        Trading Day following the date of mailing, if sent by nationally recognized
        overnight courier service specifying next business day delivery, or (iv)
        upon
        actual receipt by the party to whom such notice is required to be given,
        if by
        hand delivery. The address and facsimile number of a party for such notices
        or
        communications shall be as set forth in the Conversion Agreement unless changed
        by such party by two Trading Days’ prior notice to the other party in accordance
        with this Section 12. 

       

      13.
         Warrant
        Agent.
        The
        Company shall serve as warrant agent under this Warrant. Upon thirty (30)
        days’
notice to the Holder, the Company may appoint a new warrant agent. Any
        corporation into which the Company or any new warrant agent may be merged
        or any
        corporation resulting from any consolidation to which the Company or any
        new
        warrant agent shall be a party or any corporation to which the Company or
        any
        new warrant agent transfers substantially all of its corporate trust or
        shareholders services business shall be a successor warrant agent under this
        Warrant without any further act. Any such successor warrant agent shall promptly
        cause notice of its succession as warrant agent to be mailed (by first class
        mail, postage prepaid) to the Holder at the Holder’s last address as shown on
        the Warrant Register. 


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      14.
         Miscellaneous.
        

       

      (a) The
        Holder, solely in such Person's capacity as a holder of this Warrant, shall
        not
        be entitled to vote or receive dividends or be deemed the holder of share
        capital of the Company for any purpose, nor shall anything contained in this
        Warrant be construed to confer upon the Holder, solely in such Person's capacity
        as the Holder of this Warrant, any of the rights of a stockholder of the
        Company
        or any right to vote, give or withhold consent to any corporate action (whether
        any reorganization, issue of stock, reclassification of stock, consolidation,
        merger, amalgamation, conveyance or otherwise), receive notice of meetings,
        receive dividends or subscription rights, or otherwise, prior to the issuance
        to
        the Holder of the Warrant Shares which such Person is then entitled to receive
        upon the due exercise of this Warrant. In addition, nothing contained in
        this
        Warrant shall be construed as imposing any liabilities on the Holder to purchase
        any securities (upon exercise of this Warrant or otherwise) or as a stockholder
        of the Company, whether such liabilities are asserted by the Company or by
        creditors of the Company. Notwithstanding this Section 14(a), the Company
        shall
        provide the Holder with copies of the same notices and other information
        given
        to the shareholders of the Company, contemporaneously with the giving thereof
        to
        the shareholders.

       

      (b) Subject
        to the restrictions on transfer set forth on the first page hereof, and
        compliance with applicable securities laws, this Warrant may be assigned
        by the
        Holder. This Warrant may not be assigned by the Company except to a successor
        in
        the event of a Fundamental Transaction. This Warrant shall be binding on
        and
        inure to the benefit of the parties hereto and their respective successors
        and
        assigns. Subject to the preceding sentence, nothing in this Warrant shall
        be
        construed to give to any Person other than the Company and the Holder any
        legal
        or equitable right, remedy or cause of action under this Warrant. This Warrant
        may be amended only in writing signed by the Company and the Holder, or their
        successors and assigns. 

       

      (c) GOVERNING
        LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
        VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED
        BY
        AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
        YORK
        WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY
        HEREBY
        IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
        COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
        ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
        TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT
        TO
        THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
        WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
        THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT,
        THAT
        SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
        WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
        ANY
        SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED
        OR
        CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH
        PARTY
        AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
        THAT
        SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND
        NOTICE
        THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY
        RIGHT
        TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES
        ALL
        RIGHTS TO A TRIAL BY JURY. 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      (d)
         The
        headings herein are for convenience only, do not constitute a part of this
        Warrant and shall not be deemed to limit or affect any of the provisions
        hereof.


       

      (e)
         In
        case
        any one or more of the provisions of this Warrant shall be invalid or
        unenforceable in any respect, the validity and enforceability of the remaining
        terms and provisions of this Warrant shall not in any way be affected or
        impaired thereby, and the parties will attempt in good faith to agree upon
        a
        valid and enforceable provision which shall be a commercially reasonable
        substitute therefor, and upon so agreeing, shall incorporate such substitute
        provision in this Warrant. 

       

      (f)
         Except
        as
        otherwise set forth herein, prior to exercise of this Warrant, the Holder
        hereof
        shall not, by reason of by being a Holder, be entitled to any rights of a
        stockholder with respect to the Warrant Shares. 

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK, 

      SIGNATURE
        PAGE FOLLOWS]



      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
        by its
        authorized officer as of the date first indicated above. 

       

      
        	
                CJPG,
                  INC.

              
	 	 
	
                By:

              	 
	 	
                Name: 
                  Stephen Crystal

              
	 	
                Title:  
                   Chief Executive Officer

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        1

      FORM
        OF
        EXERCISE NOTICE 

      


      (To
        be
        executed by the Holder to exercise the right to purchase shares of Common
        Stock
        under the foregoing Warrant)

       

      Ladies
        and Gentlemen:

      


      (1) The
        undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by
        CJPG, Inc. a Nevada corporation (the “Company”). Capitalized terms used herein
        and not otherwise defined herein have the respective meanings set forth in
        the
        Warrant. 

      


      (2) The
        undersigned hereby exercises its right to purchase __________ Warrant Shares
        pursuant to the Warrant.

        

      (3) The
        Holder intends that payment of the Exercise Price shall be made as (check
        one):

      


      
        	
              	o	
                Cash
                  Exercise 

              


      

      


      
        	
              	o	
                “Cashless
                  Exercise” under Section 10

              


      

      


      (4) If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______
        in
        immediately available funds to the Company in accordance with the terms of
        the
        Warrant.

      


      (5) Pursuant
        to this Exercise Notice, the Company shall deliver to the Holder _____________
        Warrant Shares in accordance with the terms of the Warrant.

       

      Dated:_______________,
        _____ 

       

      Name
        of
        Holder: ___________________________

       

      By:__________________________________

      Name:
        _______________________________ 

      Title:
        _______________________________

      (Signature
        must conform in all respects to name of Holder as specified on the face of
        the
        Warrant)


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

      


      CJPG,
        INC.

      


      FORM
        OF
        ASSIGNMENT 

       

      [To
        be
        completed and signed only upon transfer of Warrant]

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto                             
        (the
“Transferee” the right represented by the within Warrant to purchase
                
        shares
        of Common Stock of CJPG, Inc. (the “Company”) to which the within Warrant
        relates and appoints                             
        attorney
        to transfer said right on the books of the Company with full power of
        substitution in the premises. In connection therewith, the undersigned
        represents, warrants, covenants and agrees to and with the Company
        that:

      


      
        	 	
                (a)

              	
                the
                  offer and sale of the Warrant contemplated hereby is being made
                  in
                  compliance with Section 4(1) of the United States Securities Act
                  of 1933,
                  as amended (the “Securities Act”) or another valid exemption from the
                  registration requirements of Section 5 of the Securities Act and
                  in
                  compliance with all applicable securities laws of the states of
                  the United
                  States;

              


      

       

      
        	 	
                (b)

              	
                the
                  undersigned has not offered to sell the Warrant by any form of
                  general
                  solicitation or general advertising, including, but not limited
                  to, any
                  advertisement, article, notice or other communication published
                  in any
                  newspaper, magazine or similar media or broadcast over television
                  or
                  radio, and any seminar or meeting whose attendees have been invited
                  by any
                  general solicitation or general
                  advertising;

              


      

       

      
        	 	
                (c)

              	
                the
                  undersigned has read the Transferee’s investment letter included herewith,
                  and to its actual knowledge, the statements made therein are true
                  and
                  correct; and

              


      

       

      
        	 	
                (d)

              	
                the
                  undersigned understands that the Company may condition the transfer
                  of the
                  Warrant contemplated hereby upon the delivery to the Company by
                  the
                  undersigned or the Transferee, as the case may be, of a written
                  opinion of
                  counsel (which opinion shall be in form, substance and scope customary
                  for
                  opinions of counsel in comparable transactions) to the effect that
                  such
                  transfer may be made without registration under the Securities
                  Act and
                  under applicable securities laws of the states of the United
                  States.

              


      

       

      
        	
                Dated:
                  _________,
                  __     

              	
                 

              	
                 

              
	
                 

              	
                 

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

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Address
                  of Transferee

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              


      

       

      
        	
                In
                  the presence of:

              
	
                 

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      I,
        _______________________________, the spouse of [Enter
        Name of Note Holder],
        have
        read and approve of the CONVERTIBLE SECURED PROMISSORY NOTE CONVERSION AGREEMENT
        (the “Agreement”)
        entered into and effective as of June __, 2008 by and among the Note Holders
        who
        executed the Note Holder signature pages attached thereto as Appendix A,
        TableMAX Holdings, LLC, a Nevada limited liability company (the “Company”),
        and
        CJPG, Inc., a Nevada corporation.

      


      In
        connection with the transactions contemplated by the Agreement, and only
        subject
        to their consummation, I wish to convert my interest in such notes pursuant
        to
        the terms of the Agreement, and I hereby appoint [Enter
        Name of Note Holder]
        as my
        attorney-in-fact in respect to the exercise or waiver of any rights under
        the
        Agreement, and I hereby agree to be bound by the provisions of the Agreement
        insofar as I may have any rights in said Agreement or any notes irrevocably
        converted pursuant thereto under the community property laws of the State
        of
        California, or under similar laws relating to marital property in effect
        in the
        state of our residence as of the date of the signing of the foregoing
        Agreement.

      


      
        	 	 	
                “Spouse
                  of [Enter Name of Note Holder]”

              
	 	 	 
	
                DATED:
                  _______________, 2008

              	 	 
	 	 	
                Name:

              


      

       

      
        
          
          

        

        
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