**Exhibit 10.2****TEKNIK DIGITAL ARTS, INC.****CONVERTIBLE NOTE PURCHASE AGREEMENT**     THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the ___day of ___,2006 by and between Teknik Digital Arts, Inc., a Nevada corporation (the “Company”), andthe investors listed on Exhibit A attached to this Agreement (each a “Purchaser”and collectively, the “Purchasers”).**RECITALS**     **A**. The Company desires to issue and sell and each Purchaser, severally and not jointly,desires to purchase a convertible promissory note in substantially the form attached to thisAgreement as **Exhibit B** (the “Note”), which shall be convertible on the terms statedtherein into common stock, par value $.001 per share of the Company (“Common Stock”). TheNote and the shares of Common Stock upon conversion thereof are collectively referred to herein asthe “Securities.”     **B**. The Company intends to offer a maximum of $1,500,000 of Securities during the periodcommencing on May ___, 2006 to July 31, 2006 (the “Offering Period”). The Company and thePlacement Agent may, in their sole discretion, extend the Offering Period without notice of suchextension to any Purchaser.**AGREEMENT**     In consideration of the mutual promises contained herein and other good and valuableconsideration, receipt of which is hereby acknowledged, the parties to this Agreement agree asfollows:     **1. ****Purchase and Sale of Notes**.          **(a)****Sale and Issuance of Note**. Subject to the terms and conditions of this Agreement,Purchaser agrees to purchase at the Closing (as defined in Section I(b) herein) and the Companyagrees to sell and issue to Purchaser a Note in the principal amount specified with respect to suchPurchaser on Exhibit A to this Agreement. The purchase price of the Note shall be equal to100% of the principal amount of such Note. The minimum amount of each Note shall be $50,000 unlessotherwise agreed upon between the Company and Girard Securities who is acting as the PlacementAgent.          **(b)****Closing; Delivery**. The purchase and sale of the Note shall take place at theoffices of the Company at the Company’s address set forth on the signature page hereto at 11:00a.m., on the date hereof, or at such other time and place as the Company and each Purchasermutually agree upon, orally or in writing (which time and place are designated as the“Closing”). At the Closing, the Company shall deliver to Purchaser the Note against paymentof the purchase
 

 
price therefor by certified or cashiers check or by wire transfer of immediately available funds toa bank account of the Company specified in writing by the Company to the Purchaser.     **2. ****Stock Purchase Agreement****.**Purchaser understands and agrees that the conversion ofthe Note into shares of Common Stock of the Company may require Purchaser’s execution of certainagreements (in form and substance acceptable to Purchaser) relating to the purchase and sale ofsuch securities.     **3. ****No Security Interest.** The indebtedness represented by the Note shall be unsecured.     **4. ****Representations and Warranties of the Company****.**The Company hereby represents andwarrants to Purchaser that:          **(a)****Organization and Standing****.**The Company is a corporation duly organized, validlyexisting and in good standing under the laws of the State of Nevada and has all requisite corporatepower and authority to carry on its business as now conducted and as proposed to be conducted.          **(b)****Corporate Power****.**The Company has now, or will have at the Closing Date, allrequisite corporate power to enter into this Agreement and to sell and issue the Securities. ThisAgreement is the valid and binding obligation of the Company enforceable in accordance with itsterms, except as the same may be limited by equitable principles and by bankruptcy, insolvency,moratorium, and other laws of general application affecting the enforcement of creditors’ rights.          **(c)****Subsidiaries.** The Company does not control, directly or indirectly, any othercorporation, association or business entity.          **(d)****Capitalization****.**The authorized capital stock of the Company is 50,000,000 sharesof Common Stock and 10,000,000 of Preferred Stock. As of immediately prior to the Closing, therewere issued and outstanding 9,125,000 shares of the Company’s Common Stock and options and warrantsto purchase an aggregate of 3,550,000 shares of Common Stock. All such issued and outstandingshares of Common Stock and Series A Preferred Stock have been duly authorized and validly issued,are fully paid and nonassessable. Except as set forth herein, there are no outstanding rights,options, warrants, conversion rights or agreements for the purchase or acquisition from the Companyof any shares of its capital stock.          **(e)****Corporate Action****.**All corporate action on the part of the Company, its officers,directors and shareholders necessary for the sale and issuance of the Securities and theperformance of the Company’s obligations hereunder and thereunder has been taken or will be takenprior to the Closing.          **(f)****Valid Issuance.** The Securities, when issued in compliance with the provisions ofthis Agreement, will be validly issued, fully paid and nonassessable and will be free of any liensor encumbrances caused or created by the Company; provided, however, that the
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Securities may be subject to restrictions on transfer under state and/or federal securitieslaws as set forth herein, and as may be required by future changes in such laws.          **(g)****Compliance with Articles and Bylaws.** The Company is not in violation of anymaterial term of its Articles of Incorporation or Bylaws. The execution, delivery and performanceof and compliance with this Agreement and the issuance and sale of the Securities pursuant heretowill not result in any such violation, or be in conflict with or constitute a default under anysuch term.          **(h)****Litigation****.**There is no action, suit, proceeding or investigation pending or, tothe Company’s knowledge, threatened against the company that questions the validity of thisAgreement or the right of the Company to enter into this Agreement or to consummate thetransactions contemplated hereby.          **(i)****Governmental Consent, etc**. No consent, approval or authorization of ordesignation, declaration or filing with any governmental authority on the part of the Company isrequired in connection with the valid execution, delivery and performance of this Agreement, or theoffer, sale or issuance of the Securities, except, if required, filings or qualifications under theapplicable blue sky laws, which filings or qualifications, if required, will be timely filed orobtained.          **(j)****Use of Proceeds****.**The Company shall use the proceeds from the sale of theSecurities for working capital and general corporate purposes.          **(k)****No Breach of Material Agreements****.**The Company has not breached, nor does theCompany have any knowledge of any claim or threat that the Company has breached, any term orcondition of any agreement which is material to the Company’s business or operations (“MaterialAgreement”). Each Material Agreement is in full force and effect and, to the Company’sknowledge, no other party to such Material Agreement is in default thereunder.          **(l)****Disclosure Documents****.**The Company has delivered to Purchaser, the Company’sbalance sheets, and statements of operations of the Company for the last 3 quarterly reports (10Q)and the most recent Annual Filing (10K), such financial statements being collectively referred toherein as the “Financial Statements”) and the documents described on Exhibit Cattached hereto. Such Financial Statements (i) are in accordance with the books and records of theCompany, (ii) are true, correct and complete and present fairly the financial condition of theCompany at the date or dates therein indicated and the results of operations for the period orperiods therein specified, and (iii) have been prepared in accordance with generally acceptedaccounting principles applied on a consistent basis, except, with respect to the unauditedfinancials, for the omission of notes thereto and normal year-end audit adjustments.          **(m)****C Corporation****.**The Company is and has been since its inception, a C corporationfor Federal and state income tax purposes.
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          **(n)****Intellectual Property.** The Company owns or possesses sufficient legal rightsto all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses,information and proprietary rights and processes necessary to the Company’s business as nowconducted and as presently contemplated to be conducted without any conflict with, or infringementof, the rights of others. There are no outstanding options, licenses, or agreements of any kindrelating to the foregoing, nor is the Company bound by or a party to any options, licenses oragreements of any kind with respect to the patents, trademarks, service marks, trade names,copyrights, trade secrets, licenses, information, proprietary rights and processes of any otherperson or entity. The Company has not received any communications alleging that the Company hasviolated or, by conducting its business, would violate any of the patents, trademarks, servicemarks, trade names, copyrights, trade secrets or other proprietary rights or processes of any otherperson or entity. The Company is not aware that any of its employees is obligated under anycontract (including licenses, covenants or commitments of any nature) or other agreement, orsubject to any judgment, decree or order of any court or administrative agency, that wouldinterfere with the use of such employee’s best efforts to promote the interest of the Company orthat would conflict with the Company’s business. Neither the execution or delivery of thisAgreement, nor the carrying on of the Company’s business by the employees of the Company, nor theconduct of the Company’s business as proposed, will, to the Company’s knowledge, conflict with orresult in a breach of the terms, conditions, or provisions of, or constitute a default under, anycontract, covenant or instrument under which any such employee is now obligated. The Company doesnot believe it is or will be necessary to use any inventions of any of its employees (or persons itcurrently intends to hire) made prior to their employment by the Company.          **(o)****Title to Property and Assets.** The Company owns its property and assets free andclear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens whicharise in the ordinary course of business and do not materially impair the Company’s ownership oruse of such property or assets. With respect to the property and assets it leases, the Company isin compliance with such leases and, to its knowledge, holds a valid leasehold interest free of anyliens, claims or encumbrances.          **(p)****Insurance.** The Company has in full force and effect fire and casualty insurancepolicies, with extended coverage, sufficient in amount (subject to reasonable deductibles) to allowit to replace any of its properties that might be damaged or destroyed.          **(q)****Labor Agreements and Actions****.**The Company is not bound by or subject to (and noneof its assets or properties is bound by or subject to) any written or oral, express or implied,contract, commitment or arrangement with any labor union, and no labor union has requested or, tothe knowledge of the Company, has sought to represent any of the employees, representatives oragents of the Company. There is no strike or other labor dispute involving the Company pending, orto the knowledge of the Company threatened, which could have a material adverse effect on theassets, properties, financial condition, operating results, or business of the Company, nor is theCompany aware of any labor organization activity involving its employees. The employment of eachofficer and employee of the Company is terminable at          
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the will of the Company. The Company has complied in all material respects with all applicablestate and federal equal employment opportunity laws and with other laws related to employment.          **(r)****Permits****.**The Company and each of its subsidiaries has all franchises, permits,licenses and any similar authority necessary for the conduct of its business, the lack of whichcould materially and adversely affect the business, properties, prospects, or financial conditionof the Company. The Company is not in default in any material respect under any of such franchises,permits, licenses or other similar authority.     **5. ****Representations and Warranties of Purchaser.** Purchaser hereby represents andwarrants to the Company that:          **(a)****Purchase Entirely for Own Account.** The Securities to be acquired by Purchaser willbe acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with aview to the resale or distribution of any part thereof, and Purchaser has no present intention ofselling, granting any participation in, or otherwise distributing the same. Purchaser has not beenformed for the specific purpose of acquiring any of the Securities.          **(b)****Knowledge****.**Purchaser is aware of the Company’s business affairs and financialcondition and has acquired sufficient information about the Company to reach an informed andknowledgeable decision to acquire the securities.          **( c)****Restricted Securities****.**Purchaser understands that the Securities have not been,and will not be, registered under the Securities Act, by reason of a specific exemption from theregistration provisions of the Securities Act which depends upon, among other things, the bona fidenature of the investment intent and the accuracy of Purchaser’s representations as expressedherein. Purchaser understands that the Securities are “restricted securities” under applicable U.S.federal and state securities laws and that, pursuant to these laws, Purchaser must hold theSecurities indefinitely unless they are registered with the Securities and Exchange Commission andqualified by state authorities, or an exemption from such registration and qualificationrequirements is available. Purchaser acknowledges that the Company has no obligation to register orqualify the Securities for resale except as set forth in the Investors’ Rights Agreement withrespect to Registrable Securities. Purchaser further acknowledges that if an exemption fromregistration or qualification is available, it may be conditioned on various requirementsincluding, but not limited to, the time and manner of sale, the holding period for the Securities,and on requirements relating to the Company which are outside of Purchaser’s control, and which theCompany is under no obligation and may not be able to satisfy.          **(d)****No Public Market****.**Purchaser understands that no public market now exists for anyof the Notes issued by the Company and that the Company has made no assurances that a public marketwill ever exist for the Securities. Although there is currently a public market for the Company’sCommon Stock, there can be no assurance that a public market will exist for the shares of theCompany’s Common Stock to be issued upon conversion of the Notes and registration of such shares orat the time that such shares would otherwise be freely tradeable.          
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          **(e)****Legends****.**Purchaser understands that the Securities, and any securities issued inrespect thereof or exchange therefor, may bear one or all of the following legends:               **(i) **“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAYBEEFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN AFORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF1933.”               **(ii) **Any legend required by the Blue Sky laws of any state to the extent such laws areapplicable to the shares represented by the certificate so legended.          **(f)****Accredited Investor****.**Purchaser is an accredited investor as defined in Rule 501(a)of Regulation D promulgated under the Securities Act.     **6. ****Conditions of the Purchasers’ Obligations at Closing****.**The obligations of Purchaserto the Company under this Agreement are subject to the fulfillment, on or before the Closing, ofeach of the following conditions, unless otherwise waived:          **(a)****Representations and Warranties****.**The representations and warranties of the Companycontained in Section 4 shall be true on and as of the Closing with the same effect as though suchrepresentations and warranties had been made on and as of the date of the Closing.          **(b)****Qualifications****.**All authorizations, approvals or permits, if any, of anygovernmental authority or regulatory body of the United States or of any state that are required inconnection with the lawful issuance and sale of the Securities pursuant to this Agreement shall beobtained and effective as of the Closing.          **(c)****Execution of Registration Rights Agreement.** The Company will execute theRegistration Rights Agreement as referenced in Section 8 below.     **7. ****Conditions of the Company’s Obligations at Closing****.**The obligations of the Companyto each Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, ofeach of the following conditions, unless otherwise waived:          **(a)****Representations and Warranties.** The representations and warranties of Purchasercontained in Section 5 shall be true on and as of the Closing with the same effect as though suchrepresentations and warranties had been made on and as of the Closing.          **(b)****Qualifications.** All authorizations, approvals or permits, if any, of anygovernmental authority or regulatory body of the United States or of any state that are required inconnection with the lawful issuance and sale of the Securities pursuant to this Agreement shall beobtained and effective as of the Closing.
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     **8. ****Registration Rights****.**The Company agrees with each Purchaser to grant suchPerson registration rights for the shares of Common Stock to be issued upon conversion of theNotes. Specifically, the Company agrees to register such shares within 120 days from the close ofall sales of the Notes under this Agreement and for each month or portion thereof that the Companyfails to register the shares according to the foregoing, the Company shall pay a penalty to eachNote holder of 1 % of the principal outstanding balance of each Note as set forth in theRegistration Rights Agreement that is attached as Exhibit D. The Company and each Purchaseragrees to execute the original of the form of the attached Registration Rights Agreement atClosing.     **9. ****Miscellaneous****.**          **(a)****Successors and Assigns****.**The terms and conditions of this Agreement shall inure tothe benefit of and be binding upon the respective successors and assigns of the parties. Nothing inthis Agreement, express or implied, is intended to confer upon any party other than the partieshereto or their respective successors and assigns any rights, remedies, obligations, or liabilitiesunder or by reason of this Agreement, except as expressly provided in this Agreement.          **(b)****Governing Law.** This Agreement and all acts and transactions pursuant hereto andthe rights and obligations of the parties hereto shall be governed, construed and interpreted inaccordance with the laws of the State of Arizona, without giving effect to principles of conflictsof law.          **(c)****Counterparts****.**This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original and all of which together shall constitute one instrument.          **(d)****Titles and Subtitles****.**The titles and subtitles used in this Agreement are used forconvenience only and are not to be considered in construing or interpreting this Agreement.          **(e)****Notices****.**Any notice required or permitted by this Agreement shall be in writingand shall be deemed sufficient upon receipt, when delivered personally or by courier, overnightdelivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in theU.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to theparty to be notified at such party’s address or facsimile number as set forth below or assubsequently modified by written notice.          **(f)****Commissions and Finder’s Fee****.**               (i) *Purchaser Commissions.*Each Purchaser represents that it neither is nor will be obligatedfor any finder’s fee or commission in connection with this transaction. Each Purchaser agrees toindemnify and to hold harmless the Company from any liability for any commission or compensation inthe nature of a finder’s fee (and the costs and expenses of defending against such liability orasserted liability) for which each Purchaser or any of its officers, employees, or representativesis responsible.
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               (ii) *Company Commissions.*The Company represents that it is obligated to pay GirardSecurities, as Placement Agent, a cash commission of 10% of the gross proceeds of the sale of theNotes, reimburse the Placement Agent for its expenses associated withselling the Notes, has issuedto the Placement Agent warrants to purchase 250,000 shares of the Company’s common stock at $.75per share and will issue additional warrants to the Placement Agent to purchase.5 shares of commonstock at $.75 per share for each $1.00 of Notes sold up to an additional 250,000 shares of commonstock. The exercise price of all warrants will be adjusted if the Company obtains any financingbelow $.75 per share. The Company agrees to indemnify and hold harmless each Purchaser from anyliability for any commission or compensation in the nature of a finder’s fee (and the costs andexpenses of defending against such liability or asserted liability) for which the Company or any ofits officers, employees or representatives is responsible.          **(g)****Amendments and Waivers****.**Any term of this Agreement may only be amended with thewritten consent of the Company and the holders of at least a majority in interest of the Notes. Anyamendment or waiver effected in accordance with this Section 8(g) shall be binding upon thePurchasers and each transferee of the Securities, each future holder of all such Securities, andthe Company.          **(h)****Severabilitv****.**If one or more provisions of this Agreement are held to beunenforceable under applicable law, the parties agree to renegotiate such provision in good faith,in order to maintain the economic position enjoyed by each party as close as possible to that underthe provision rendered unenforceable. In the event that the parties cannot reach a mutuallyagreeable and enforceable replacement for such provision, then (i) such provision shall be excludedfrom this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provisionwere so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with itsterms.          **(i)****Entire Agreement****.**This Agreement, and the documents referred to herein constitutethe entire agreement between the parties hereto pertaining to the subject matter hereof, and anyand all other written or oral agreements existing between the parties hereto are expresslycanceled. Purchaser acknowledges that it is not relying upon any person, firm or corporation, otherthan the Company and its officers and directors, in making its investment or decision to invest inthe Company.**[Remainder of Page Intentionally Blank; Signature Pages Follow]**
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     The parties have executed this Convertible Note Purchase Agreement as of the date firstwritten above.       **COMPANY:**       **TEKNIK DIGITAL ARTS, INC.**       By:              Name:              Title:              Address:                        Facsimile Number:       **COMPANY SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT**
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      **PURCHASER**:         **PURCHASER SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT**
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     Exhibit A — Schedule of Purchasers     Exhibit B — Form of Convertible Promissory Note     Exhibit C — List of Documents Provided to Purchaser     Exhibit D — Registration Rights Agreement
 

 
**EXHIBIT A****SCHEDULE OF PURCHASERS**   **Name, Address and** **Original Principal****Facsimile Number of Purchaser** **Amount of Note**   
 

 
**EXHIBIT B****FORM OF CONVERTIBLE PROMISSORY NOTE**
 

 
**EXHIBIT C****SCHEDULE OF DOCUMENTS PROVIDED TO PURCHASER**
 

 
**EXHIBIT D****REGISTRATION RIGHTS AGREEMENT**