$                                                           No.
 -------------------                                           ----------------


                                       8 %
                                CONVERTIBLE NOTE

                              DUE NOVEMBER 30, 2008

               Neither this Note, nor any shares of Common Stock or other
               securities issued on the conversion hereof, has been registered
               under the Securities Act of 1933, as amended (the "Act"). The
               Note has been (and any shares of Common Stock or other securities
               issued upon conversion thereof will be) acquired for investment
               and must be held indefinitely unless subsequently registered
               under the Act or in the opinion of counsel to the Company, an
               exemption from registration under the Act is available.



        Trimedia Entertainment Group, Inc. (the "Company" or "Borrower") for
value received, hereby promises to pay to the order of ("Holder") whose address
is , Attn. , the principal sum of Dollars ($__________________) on November 30,
2008 or such earlier date as provided herein (the "Maturity Date") with interest
thereon from the date of issuance at the rate of eight (8 %) percent per annum.
Interest shall be payable in arrears upon the then outstanding principal amount
on the Maturity Date. This eight (8 %) percent Convertible Note (the "Note") is
one of a series of similar Notes issued pursuant to a Subscription Agreement
(the "Subscription Agreement") among the Company, Holder and other holders and
dated as of November 19, 2008 and executed from time to time thereafter. All
Holders shall collectively be referred to as the "Holders" or "Investors" and
all Notes issued pursuant to the Subscription Agreements shall be referred to as
the "Notes". All references in this Note to dollar amounts shall be to United
States dollars.

         1. PAYMENT.

         Principal and interest on this Note shall be payable in lawful currency
of the United States at such office or bank as the Holder, from time to time,
may specify in writing to the Company at least five days prior to the Maturity
Date or any other payment date.

         All Notes of this issue rank equally and ratably without priority over
one another. Interest should be calculated for each Interest Period (as defined
below) on the basis of a 360-day year comprised of twelve 30-day months. In any
case, when the Maturity Date shall be a day other than a business day in the
State of New York, then payment of principal or interest need not be made on
such date at such place, but may be made on the preceding business day with the
same force and effect as if made on the date of maturity. All payments of
principal of this Note shall reduce the unpaid principal balance due hereunder,
but shall not extinguish this Note until the entire principal balance and all
accrued interest hereon has been paid in full.
<PAGE>




         2. CONVERSION.

         The Holder of this Note shall have conversion rights as follows,
exercisable upon written notice to the Company at any time after the amendment
of the Certificate of Incorporation of the Company to increase the authorized
number of shares of Common Stock of the Company and until the Maturity Date
("Conversion Period"):

         2.1 2.1 GENERAL The Holder shall have the right during the Conversion
Period to convert any outstanding and unpaid Principal Amount of this Note, and,
the interest accrued on the Note to such date, ("Outstanding Obligation") into
fully paid and non assessable shares of common stock of the Company as such
stock exists on the date of issuance of this Note, or any shares of capital
stock of Borrower into which such stock shall hereafter be changed or
reclassified (the "Common Stock") at the conversion price ("Conversion Price")
at a price equal to $. 01. Conversion shall be subject to a minimum conversion
amount of $10,000, or, if less, the remaining Outstanding Obligation. The number
of shares of Common Stock to be issued upon Conversion pursuant to this Section
2.1 shall be determined by dividing the (i) Outstanding Obligation on the
Conversion Date, as hereinafter defined, that Holder desires to convert by (ii)
the Conversion Price.

               For purposes hereof, the "Market Price" shall mean: the 4:00 p.m.
closing bid prices (or where applicable the closing price) for the Common Stock
on the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ Small Cap Market, NASDAQ
National Market System, American Stock Exchange, or New York Stock Exchange
(whichever of the foregoing is at the time the principal trading exchange or
market for the Common Stock, the "Principal Market"), or if the shares are not
then trading on a Principal Market, such other market or exchange where the
Common Stock is listed or traded.

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

         2.3 MECHANICS OF CONVERSION. A Holder may exercise the right to convert
this Note by delivering to the Company, at the address set forth below , the
following: a Note accompanied by a duly executed Notice of Conversion (in the
form annexed hereto) for the shares of Common Stock being acquired. Upon such
deliveries, the Holder shall be entitled to receive a certificate or

                                      -2-
<PAGE>

certificates for the shares of Common Stock acquired thereby. The conversion
rights represented by each Note are exercisable at the option of the Holder
thereof, in whole or in part. Notes may be converted to purchase all or part of
the shares of Common Stock. In the case of the conversion of less than the
principal amount of the Note, the Borrower shall cancel said Note upon the
surrender thereof and shall execute and deliver a new Note of like tenor for the
balance of the principal amount thereunder. Each date on which a Note with a
completed Notice of Conversion is delivered by Holder to the Borrower in
accordance with the provisions hereof shall be deemed a Conversion Date (the
"CONVERSION DATE"). In the case of the exercise of the conversion rights set
forth herein the conversion privilege shall be deemed to have been exercised and
the Common Stock issuable upon such conversion shall be deemed to have been
issued on the Conversion Date. As soon as practicable after the Conversion Date
and in any event within five (5) business days thereafter, the Borrower at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment by such holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock to which such Holder shall be entitled on such conversion, plus, at
the Borrower's election, in lieu of any fractional share to which such holder
would otherwise be entitled, cash equal to such fraction multiplied by the then
Market Price of one full share or an additional share, together with any other
stock or other securities and property (including cash, where applicable) to
which such Holder is entitled upon such conversion.

         2.4 ADJUSTED FIXED CONVERSION PRICE.

                  (a) STOCK SPLITS AND DIVIDENDS. If outstanding shares of the
Common Stock shall be subdivided into a greater number of shares or a dividend
in common stock shall be paid in respect of common stock, the Conversion Price
in effect immediately prior to such subdivision or dividend shall simultaneously
with the effectiveness of such subdivision or dividend be proportionately
reduced. If outstanding shares of Common Stock shall be combined into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  (b) RECLASSIFICATION, ETC. In case there occurs any
reclassification or change of the outstanding securities of the Borrower or any
corporate reorganization on or after the date hereof, then and in each such case
the Holder, upon the exercise hereof at any time after the consummation of such
reclassification, change or reorganization, shall be entitled to receive, in
lieu of Common Stock, the stock or other securities or property to which such
Holder would have been entitled upon such consummation if such Holder had
converted this Note immediately prior thereto, all subject to further adjustment
pursuant to the provisions of this Sections 2.4.




        3. COVENANTS OF THE COMPANY.

        The Company covenants and agrees that, except as otherwise permitted by
the Note, or consented to in writing by the holder of the Note:

                  (a) GOOD STANDING. The Company will maintain its corporate
existence and good standing in its state of incorporation and qualification as a
foreign corporation in each jurisdiction in which the conduct of its business or
the nature of its properties require such qualification.

                                      -3-
<PAGE>



                  (b) COMPLIANCE WITH LAWS. The Company will comply in all
material respects with all such laws, rules, regulations, ordinances and other
binding directives of courts or other governmental authorities as apply to the
Company, its assets, business activities or personnel.


                  (c) NOTICE OF DEFAULT. The Company will promptly give the
Holder written notice of (i) the occurrence of any event which is, or with the
passage of time or notice or both, could become an event of default under the
Note; (ii) any default under any senior indebtedness, if the effect of such
default is to permit the holder or holders of such indebtedness to cause such
indebtedness to become due and payable prior to the stated maturity thereof.

        4. EVENTS OF DEFAULT.

         4.1 DEFAULTS. Each of the following shall constitute an event of
default ("Event of Default") hereunder:

                  i.       Any failure to pay interest or principal on this Note
                           within ten days after the same becomes due.


                  ii.      The entry of any judgment against the Company or the
                           issuance or entry of any attachment or lien in each
                           case in an amount in excess of $100,000 against the
                           Company's property if undischarged, unbound or
                           undismissed for a period of 90 days.

                  iii.     The insolvency or bankruptcy of the Company or the
                           making of an assignment for the benefit of creditors
                           or the consent to the appointment of a receiver or
                           trustee or other officer of a court or other tribunal
                           over the Company or for a substantial part of its
                           assets or properties.

                  iv.      The institution of bankruptcy, reorganization,
                           insolvency or liquidation proceedings by or against
                           the Company and, if against it, where such proceeding
                           is consented to by it or remains undismissed for 60
                           days.

         4.2 CONSEQUENCES OF EVENTS OF DEFAULT. Upon an occurrence of an event
of default of the kind specified above the entire unpaid principal amount of the
Note, together with all unpaid interest thereon shall immediately and forthwith
be due and payable upon notice, by the Holder.

         4.3 ATTORNEYS' FEES. The Company agrees to pay any and all reasonable
costs, including attorneys' fees, incurred by the Holder in the enforcement or
collection of this Note. The failure to assert any rights hereunder or under any
law shall not be deemed a waiver thereof.

                                      -4-
<PAGE>


         5. COMPANY WAIVER.

         The Company waives presentment, demand, notice, protest and all other
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note, and assents to any extension or postponement of the
time of payment or any other indulgence.

         6. SURVIVAL.

         All terms, statements, conditions, covenants, representations,
warranties and agreements herein contained shall be effective as long as
obligations arising hereunder remain unpaid.

         7. NOTICES.

         Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given
and effective on the earliest of (a) one business day following the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified below, (b) four business days following the date of
mailing, if sent by U.S. overnight courier service, or (c) upon actual receipt
by the party to whom such notice is required to be given. The addresses for such
notices and communications are those set forth below, or such other address as
may be designated in writing hereafter, in the same manner, by such person.


                             If to the Company:

                             TriMedia Entertainment Group, Inc.
                             115 East 57th Street, 11th Floor
                             New York, NY 10022
                             Attention: President
                             Fax No.: 212.820.9763


                             With a copy to:
                             Michael DiGiovanna, Esq.
                             212 Carnegie Center
                             Princeton, New Jersey 0854

         If to Holder: At the address set forth on the signature page of the
Subscription Agreement.

         8. SEVERABILITY OF PROVISIONS.

         In case any one or more of the provisions contained in the Note should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

                                      -5-
<PAGE>


9. SUCCESSORS AND ASSIGNS.

         This Note shall be binding upon, enforceable by and shall inure to the
benefit of the Holder hereof and the Company, or their respective permitted
successors or assigns, provided that the Company shall be entitled to assume the
payee named herein is the holder of the Note unless notified to the contrary by
such payee in writing to the Company which notice shall designate an address to
which notices shall be mailed.

         10. CHOICE OF LAW.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

         11. REGISTERED HOLDER. The Company may for all purposes treat the
registered holders on its books and records of this Note as the Holder.

         12. DENOMINATIONS. Note (and any Note issued in exchange, upon transfer
or upon conversion) may be issued in a minimum principal amount of $10,000 (or
such lesser amount upon a conversion in part of a Note provided such lesser
amount represents such Holder's entire holding of Notes).

         13. NO AMENDMENT. No provision of this Note may be amended, altered or
modified without the written agreement of the Holder and the Company.


         14. NO VOTING RIGHTS. This Note shall not entitle the Holder hereof to
any of the rights of a stockholder of the Company, including without limitation,
the right to vote, to receive dividends and other distributions, or to attend
any meetings of stockholders or any other proceedings of the Company.

         15. LOST OR DESTROYED NOTE. If this Note shall be mutilated, lost,
stolen or destroyed, the Company shall execute and deliver, in exchange and
substitution for and upon cancellation of a mutilated Note, or in lieu of or in
substitution for a lost, stolen or destroyed Note, a new Note for the principal
amount of this Note so mutilated, lost, stolen or destroyed but only upon
receipt of evidence of such loss, theft or destruction of such Note, and of the
ownership thereof, and indemnity, if requested, all reasonably satisfactory to
the Company.








SIGNATURE APPEARS ON NEXT PAGE

                                      -6-
<PAGE>







                                            Trimedia Entertainment Group, Inc.


                                            ---------------------------------
                                            NAME:
                                            TITLE:










                                      -7-
<PAGE>





                       Trimedia Entertainment Group, Inc.

                              NOTICE OF CONVERSION
                    8% CONVERTIBLE NOTE DUE NOVEMBER 30, 2008

 (To be executed by the Holders in order to convert the Note or portion thereof)

         The undersigned hereby irrevocably elects to convert $________ of the
principal amount of Note No.__________ into shares of Common Stock, (the "Common
Stock"), of Trimedia Entertainment Group, Inc. (the "Company") as of the date of
conversion (which shall be the first date of receipt by the Company of this
Notice of Conversion, whether by facsimile or otherwise). If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates or representation letters as reasonably requested by the
Company or its Transfer Agent. No fee will be charged to the Holder for any
conversion, except for transfer taxes, if any.


If the stock certificate is to be made out in another person's name, fill in the
form below:





(Print or type other person's name, address and zip code)

(Insert assignee's U.S. social security or tax identification number, if any)

Conversion calculations:
                                 ---------------------------------------------
                                  DATE OF CONVERSION


                                  APPLICABLE CONVERSION PRICE       $
                                  ---------------------------
                                  PRINCIPAL AMOUNT CONVERTED        $
                                  --------------------------


                                  Accrued Interest                  $
                                  Total number of shares

                                  [Name of Holder]

                                   By:
                                      ----------------------------------------
                                      Name:
                                      Title: (if an entity)



                                      -8-
<PAGE>


                       Trimedia Entertainment Group, Inc.
                              8 % CONVERTIBLE NOTE
                              DUE NOVEMBER 30, 2008

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I, or we, assign and transfer this Note to

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

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

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





               (Print or type assignee's name, address and zip code)



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


       (Insert assignee's social security or tax identification number, if any)

and irrevocably appoint ________________________________, as agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.

Date:
       --------------               -------------------------------------------
                                     (Sign exactly as your name appears on the
                                     face of this Note)

  ASSIGNMENT IS SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THIS NOTE

                                      -9-