Exhibit 10.1

NEITHER THIS NOTE NOR THE  SECURITIES  THAT MAY BE ISSUED BY THE  BORROWER  UPON
CONVERSION HEREOF  (COLLECTIVELY,  THE "SECURITIES")  HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR THE SECURITIES LAWS
OF ANY STATE OR OTHER  JURISDICTION.  NEITHER THE SECURITIES NOR ANY INTEREST OR
PARTICIPATION  THEREIN MAY BE OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED:
(I) IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES
UNDER THE 1933 ACT, OR APPLICABLE  STATE SECURITIES LAWS; OR (II) IN THE ABSENCE
OF AN OPINION OF COUNSEL,  IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION
IS NOT  REQUIRED  UNDER  THE 1933 ACT OR;  (III)  UNLESS  SOLD,  TRANSFERRED  OR
ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

                              22% CONVERTIBLE NOTE

                        MATURITY DATE OF AUGUST 19, 2015

                 $50,000 FEBRUARY 19, 2015 *THE "ISSUANCE DATE"

FOR VALUE RECEIVED,  Red Giant  Entertainment,  Inc., a Nevada  Corporation (the
"Company") doing business in Clermont, FL hereby promises to pay to the order of
JSJ  Investments  Inc., an  accredited  investor and Texas  Corporation,  or its
assigns (the "Holder") the principal amount of Fifty Thousand Dollars ($50,000),
on demand of the Holder at any time on or after  August 17, 2015 (the  "Maturity
Date"),  and to pay interest on the unpaid principal  balance hereof at the rate
of Twenty-Two Percent (22%) per annum (the "Interest Rate") from the date hereof
(the  "Issuance  Date")  until the same  becomes  due and  payable,  whether  at
maturity or upon acceleration or by prepayment or otherwise;  PROVIDED, that any
amount of  principal  or  interest on this Note which is not paid when due shall
bear interest at such rate on the unpaid  principal  balance hereof plus Default
Interest  from the due date  thereof  until  the same is paid in full.  Interest
shall commence  accruing on the Issuance Date, shall be computed on the basis of
a 365-day year and the actual number of days elapsed and shall accrue daily and,
after the Maturity Date, compound quarterly. This is the fourth and last of four
convertible  notes per the terms of  agreement  established  June 10, 2014 for a
combined total of $200,000.

1.   Payments of Principal and Interest.

     a.  Payment of  Principal.  Upon the  Maturity  Date,  this note has a cash
         redemption  premium of 150% of the principal  amount only upon approval
         and  acceptance  by JSJ  Investments  Inc. This  provision  only may be
         exercised  if the  consent of the  Holder is  obtained.  The  principal
         balance of this Note shall be paid to the Holder hereof on demand.

     b.  Default  Interest.  Any amount of  principal  on this Note which is not
         paid when due shall bear  Twenty-Two  Percent (22%)  interest per annum
         from the date thereof until the same is paid  ("Default  Interest") and
         the Holder,  at the Holder's sole  discretion,  may include any accrued
         but unpaid Default Interest in the Conversion Amount.

     c.  General Payment Provisions.  This Note shall be made in lawful money of
         the United States of America by check to such account as the Holder may
         from  time to time  designate  by  written  notice  to the  Company  in
         accordance  with the  provisions  of this  Note.  Whenever  any  amount
         expressed  to be due by the  terms of this Note is due on any day which
         is not a Business Day (as defined below), the same shall instead be due
         on the next  succeeding day which is a Business Day and, in the case of
         any  interest  payment date which is not the date on which this Note is
         paid in full,  the extension of the due date thereof shall not be taken
         into account for purposes of determining  the amount of interest due on
         such date. For purposes of this Note, "Business Day" shall mean any day
         other than a Saturday, Sunday or a day on which commercial banks in the
         State of Texas are authorized or required by law or executive  order to
         remain closed.

2.   Conversion  of Note.  At any time prior to the Maturity  Date, or after the
     Maturity Date, the Conversion Amount of this Note shall be convertible into
     shares of the Company's common stock,  share (the "Common  Stock"),  on the
     terms and conditions set forth in this Paragraph 2.

     a.  Certain  Defined Terms.  For purposes of this Note, the following terms
         shall have the following meanings:

          i.   "Conversion  Amount" means the sum of (A) the principal amount of
               this  Note  to  be   converted   with   respect   to  which  this
               determination  is  being  made,  (B)  Interest;  and (C)  Default
               Interest,  if  any,  on  unpaid  interest  and  principal,  if so
               included at the Holder's sole discretion.
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          ii.  "Conversion  Price" means the lower of: (i) a 45% discount to the
               average of the three lowest daily trading prices for the previous
               twenty (20) trading days to the date of Conversion; or (ii) a 45%
               discount to the average of the three lowest daily trading  prices
               for the  previous  twenty (20)  trading days before the date that
               this note was executed.

          iii. "Person"  means an individual,  a limited  liability  company,  a
               partnership,   a  joint  venture,  a  corporation,  a  trust,  an
               unincorporated organization and a government or any department or
               agency thereof.

          iv.  "Shares"  means the Shares of the Company  into which any balance
               on this Note may be  converted  upon  submission  of a Conversion
               Notice.

     b.  Holder's  Conversion  Rights.  At any time or  times  on or  after  the
         Issuance  Date,  the Holder  shall be  entitled  to convert  all of the
         outstanding  and unpaid  principal  amount of this Note into fully paid
         and non-assessable shares of Common Stock in accordance with the stated
         Conversion Price.

     c.  Fractional  Shares. The Company shall not issue any fraction of a share
         of Common Stock upon any  conversion;  if such issuance would result in
         the  issuance  of a fraction  of a share of Common  Stock,  the Company
         shall round such  fraction of a share of Common Stock up to the nearest
         whole share.

     d.  Conversion Amount. The Conversion Amount shall be converted pursuant to
         Rule  144(b)(1)(ii)  and  Rule  144(d)(1)(ii)  as  promulgated  by  the
         Securities and Exchange Commission under the Securities Act of 1933, as
         amended, into free trading shares at the Conversion Price.

     e.  Mechanics of Conversion. The conversion of this Note shall be conducted
         in the following manner:

          i.   Holder's  Conversion  Requirements.  To  convert  this  Note into
               shares  of Common  Stock on any date set forth in the  Conversion
               Notice by the Holder (the "Conversion  Date"),  the Holder hereof
               shall  transmit by email,  facsimile  or otherwise  deliver,  for
               receipt on or prior to 11:59 p.m.,  Eastern  Time on such date or
               on the next  business day, a copy of a fully  executed  notice of
               conversion  in  the  form  attached  hereto  as  Exhibit  1  (the
               "Conversion Date") to the Company.

          ii.  Company's  Response.  Upon  receipt by the Company of a copy of a
               Conversion Notice, the Company shall as soon as practicable,  but
               in no event later than one (1) Business Day after receipt of such
               Conversion  Notice,  send,  via  email,  facsimile  or  overnight
               courier,  a confirmation of receipt of such Conversion  Notice to
               such  Holder  indicating  that  the  Company  will  process  such
               Conversion Notice in accordance with the terms herein. Within two
               (2) Business Days after the date of the Conversion  Confirmation,
               the Company shall have issued and electronically  transferred the
               shares to the Broker indicated in the Conversion  Notice;  should
               the Company be unable to transfer the shares  electronically,  it
               shall,  within  two  (2)  Business  Days  after  the  date of the
               Conversion  Confirmation,  have surrendered to FedEx for delivery
               the  next  day to the  address  as  specified  in the  Conversion
               Notice, a certificate,  registered in the name of the Holder, for
               the number of shares of Common Stock to which the Holder shall be
               entitled.

          iii. Record  Holder.  The person or persons  entitled  to receive  the
               shares of Common Stock  issuable  upon a conversion  of this Note
               shall be treated for all purposes as the record holder or holders
               of such shares of Common Stock on the Conversion Date.

          iv.  Timely  Response  by  Company.  Upon  receipt  by  Company  of  a
               Conversion  Notice,  Company  shall respond in a timely manner to
               Holder  by  provision  within  two  business  days of the  Shares
               requested in the Conversion Notice.

          v.   Penalty for Delinquent Response.  If Company fails to deliver for
               whatever  reason  (including any neglect or failure by, E.G., the
               Company,  its counsel or the transfer agent) to Holder the Shares
               as  requested in a  Conversion  Notice and within three  business
               days of the  receipt  thereof,  there  shall  accrue a penalty of
               Additional Shares due to Holder equal to 25% of the number stated
               in the  Conversion  Notice  beginning on the Fourth  business day
               after the date of the  Notice.  The  Additional  Shares  shall be
               issued  and the  amount of the Note  retired  will not be reduced
               beyond that stated in the Conversion  Notice.  Each  additional 5
               business  days beyond the Fourth  business  day after the date of
               this  Notice   shall  accrue  an   additional   25%  penalty  for
               delinquency,  without any  corresponding  reduction in the amount
               due under the Note,  for so long as Company  fails to provide the
               Shares so demanded.

          vi.  Conversion  Right  Unconditional.  If the Holder shall  provide a
               Notice  of   Conversion   as  provided   herein,   the  Company's
               obligations  to  deliver  Common  Stock  shall  be  absolute  and
               unconditional, irrespective of any claim of setoff, counterclaim,
               recoupment,  or alleged breach by the Holder of any obligation to
               the Company.

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          vii. Transfer   Agent  Fees  and  Legal  Fees.  The  issuance  of  the
               certificates  shall be without  charge or expense to the  Holder.
               The Company  shall pay any and all Transfer  Agent fees and legal
               fees  required  for  processing  of  any  Notice  of  Conversion,
               including  but  not  limited  to the  cost of  obtaining  a legal
               opinion with regard to the conversion.

3.   Other Rights of Holders: Reorganization,  Reclassification,  Consolidation,
     Merger or Sale.  Any  recapitalization,  reorganization,  reclassification,
     consolidation,  merger,  sale of all or substantially  all of the Company's
     assets to another Person or other  transaction  which is effected in such a
     way that holders of Common Stock are entitled to receive  (either  directly
     or upon subsequent liquidation) stock, securities or assets with respect to
     or in exchange for Common Stock is referred to herein as "Organic  Change."
     Prior to the  consummation  of any (i) Organic Change or (ii) other Organic
     Change following which the Company is not a surviving  entity,  the Company
     will  secure  from the  Person  purchasing  such  assets  or the  successor
     resulting from such Organic Change (in each case, the "Acquiring Entity") a
     written  agreement (in form and substance  reasonably  satisfactory  to the
     Holder) to deliver to Holder in exchange  for this Note,  a security of the
     Acquiring Entity evidenced by a written instrument substantially similar in
     form and substance to this Note, and reasonably satisfactory to the Holder.
     Prior to the  consummation of any other Organic  Change,  the Company shall
     make appropriate  provision (in form and substance reasonably  satisfactory
     to the  Holders of a majority  of the  Conversion  Amount of the Notes then
     outstanding)  to ensure that each of the Holders will  thereafter  have the
     right to acquire  and receive in lieu of or in addition to (as the case may
     be) the  shares of Common  Stock  immediately  theretofore  acquirable  and
     receivable upon the conversion of such Holder's Note, such shares of stock,
     securities or assets that would have been issued or payable in such Organic
     Change with  respect to or in  exchange  for the number of shares of Common
     Stock which would have been  acquirable and receivable  upon the conversion
     of such Holder's Note as of the date of such Organic Change (without taking
     into account any limitations or restrictions on the  convertibility  of the
     Note).  All provisions of this Note must be included to the satisfaction of
     Holder in any new Note created pursuant to this section.

4.   Representations  and  Warranties  of the Company.  In  connection  with the
     transactions  provided  for  herein,  the  Company  hereby  represents  and
     warrants to the Holders the following.

     a.  Organization,  Good  Standing  and  Qualification.  The  Company  is  a
         corporation duly organized, validly existing and in good standing under
         the  laws of the  state  of its  incorporation  and  has all  requisite
         corporate  power  and  authority  to  carry  on  its  business  as  now
         conducted. The Company is duly qualified to transact business and is in
         good standing in each  jurisdiction  in which the failure to so qualify
         would have a material adverse effect on its business or properties.

     b.  Authorization.  All corporate  action has been taken on the part of the
         Company,  its officers,  directors and  stockholders  necessary for the
         authorization,  execution and delivery of this  Agreement.  The Company
         has taken all corporate  action required to make all of the obligations
         of the Company reflected in the provisions of this Agreement, valid and
         enforceable  obligations.  The shares of capital  stock  issuable  upon
         conversion  of the Notes  have been  authorized  or will be  authorized
         prior to the issuance of such shares.

     c.  Fiduciary Obligations. The Company hereby represents that it intends to
         use the  proceeds  of the Notes  primarily  for the  operations  of its
         business and not for any personal,  family, or household  purpose.  The
         Company hereby represents that its board of directors,  in the exercise
         of its fiduciary  duty,  has approved the  execution of this  Agreement
         based upon a  reasonable  belief that the loan  provided  for herein is
         appropriate  for the Company after  reasonable  inquiry  concerning its
         financial objectives and financial situation.

5.   Covenants of the Company. So long as the Company shall have any obligations
     under this Note, the Company shall not without the Holder's written consent
     pay,  declare  or  set  apart  for  such  payment  any  dividend  or  other
     distribution  (whether in cash, property,  or other securities) on share of
     capital stock solely in the form of additional shares of Common Stock.

     a.  So long as the Company shall have any obligations  under this Note, the
         Company  shall  not  without  the  Holder's   written  consent  redeem,
         repurchase,  or otherwise  acquire (whether for cash or in exchange for
         property  or other  securities)  in any one  transaction  or  series of
         transactions  any  shares  of  capital  stock  of  the  Company  or any
         warrants, rights, or options to acquire any such shares.

     b.  So long as the Company shall have any obligations  under this Note, the
         Company  shall not  without  the  Holder's  written  consent  incur any
         liability for borrowed money,  except (a) borrowings in existence as of
         this date and of which the Company has  informed  the Holder in writing
         before  the date  hereof  or (b)  indebtedness  to trade  creditors  or
         financial institutions incurred in the ordinary course of business.

     c.  So long as the Company shall have any obligations  under this Note, the
         Company shall not without the Holder's written consent sell,  lease, or
         otherwise  dispose of a significant  portion of its assets  outside the
         ordinary  course of  business.  Any consent to the  disposition  of any
         assets may be conditioned upon a specified use of the proceeds thereof.

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<PAGE>
6.   Issuance of Common Stock Equivalents. If the Company, at any time after the
     Issuance Date, shall issue any securities  convertible into or exchangeable
     for, directly or indirectly, Common Stock ("Convertible Securities"), other
     than the Note,  or any rights or warrants  or options to purchase  any such
     Common  Stock  or   Convertible   Securities,   shall  be  issued  or  sold
     (collectively,  the "Common  Stock  Equivalents")  and the aggregate of the
     price per share for which Additional Shares of Common Stock may be issuable
     thereafter pursuant to such Common Stock Equivalent, plus the consideration
     received  by the  Company for  issuance  of such  Common  Stock  Equivalent
     divided by the number of shares of Common Stock  issuable  pursuant to such
     Common Stock  Equivalent  (the "Aggregate Per Common Share Price") shall be
     less than the applicable  Conversion Price then in effect, or if, after any
     such  issuance of Common Stock  Equivalents,  the price per share for which
     Additional Shares of Common Stock may be issuable  thereafter is amended or
     adjusted,  and such price as so amended  shall make the Aggregate Per Share
     Common Price be less than the applicable  Conversion Price in effect at the
     time of such amendment or adjustment,  then the applicable Conversion Price
     upon each such  issuance or  amendment  shall be adjusted on the basis that
     (1) the  maximum  number of  Additional  Shares of  Common  Stock  issuable
     pursuant to all such Common Stock  Equivalents shall be deemed to have been
     issued  (whether or not such Common Stock  Equivalents  are  actually  then
     exercisable,  convertible  or  exchangeable  in whole or in part) as of the
     earlier  of (A) the date on  which  the  Company  shall  enter  into a firm
     contract for the issuance of such Common Stock Equivalent,  or (B) the date
     of actual  issuance of such Common Stock  Equivalent.  No adjustment of the
     applicable  Conversion Price shall be made under this subsection (vii) upon
     the issuance of any  Convertible  Security which is issued  pursuant to the
     exercise of any warrants or other subscription or purchase rights therefor,
     if any adjustment  shall previously have been made to the exercise price of
     such  warrants  then in effect upon the issuance of such  warrants or other
     rights  pursuant to this subsection  (vii). No adjustment  shall be made to
     the  Conversion  Price upon the  issuance of Common  Stock  pursuant to the
     exercise,  conversion  or  exchange of any  Convertible  Security or Common
     Stock  Equivalent where an adjustment to the Conversion Price was made as a
     result of the  issuance or purchase of any  Convertible  Security or Common
     Stock Equivalent.

7.   Reservation  of Shares.  The  Company  shall at all  times,  so long as any
     principal amount of the Note is outstanding, reserve and keep available out
     of its  authorized  and unissued  Common  Stock,  solely for the purpose of
     effecting the conversion of the Note, such number of shares of Common Stock
     as shall at all times be sufficient to effect the  conversion of all of the
     principal amount of the Note then outstanding. The initial number of shares
     of Common Stock reserved for  conversions of the Notes and each increase in
     the  number of shares so  reserved  shall be  allocated  pro rata among the
     Holders of the Note based on the principal and interest amount of the Notes
     held by each Holder at the time of issuance of the Notes or increase in the
     number of reserved shares,  as the case may be. In the event a Holder shall
     sell or otherwise transfer any of such Holder's Note, each transferee shall
     be allocated a pro rata portion of the number of reserved  shares of Common
     Stock reserved for such transferor. Any shares of Common Stock reserved and
     allocated to any Person which ceases to hold any Note shall be allocated to
     the remaining  Holders,  pro rata based on the principal amount of the Note
     then held by such Holders.

8.   Voting Rights.  Holders of this Note shall have no voting rights, except as
     required by law.

9.   Reissuance of Note. In the event of a conversion or redemption  pursuant to
     this Note of less than all of the  Conversion  Amount  represented  by this
     Note,  the Company shall  promptly  cause to be issued and delivered to the
     Holder, upon tender by the Holder of the Note converted or redeemed,  a new
     note of like tenor representing the remaining principal amount of this Note
     which has not been so converted  or redeemed and which is in  substantially
     the same form as this Note, as set forth above.

10.  Default and Remedies.

     a.  Event of Default.  An "Event of  Default"  is: (i) default for ten (10)
         days in payment of  interest  or Default  Interest  on this Note;  (ii)
         default in payment of the principal amount of this Note when due; (iii)
         failure  by the  Company  for thirty  (30) days  after  notice to it to
         comply with any other material  provision of this Note;  (iv) breach of
         any covenants,  warranties,  or  representations by the Company herein;
         (v) cessation of  operations  by the Company or a material  subsidiary;
         (vi) if the Company pursuant to or within the meaning of any Bankruptcy
         Law; (A)  commences a voluntary  case;  (B) consents to the entry of an
         order for relief against it in an involuntary case; (C) consents to the
         appointment of a Custodian of it or for all or substantially all of its
         property;  (D)  makes  a  general  assignment  for the  benefit  of its
         creditors;  or (E) admits in writing that it is generally unable to pay
         its  debts  as the  same  become  due;  or  (vi) a court  of  competent
         jurisdiction  enters an order or decree under any  Bankruptcy Law that:
         (I) is for relief  against  the  Company in an  involuntary  case;  (2)
         appoints a Custodian of the Company or for all or substantially  all of
         its  property;  or (3) orders  the  liquidation  of the  Company or any
         subsidiary,  and the order or decree remains unstayed and in effect for
         thirty (30) days. The Term  "Bankruptcy Law" means Title 11, U.S. Code,
         or any similar Federal or State Law for the relief of debtors. The term
         "Custodian"  means  any  receiver,  trustee,  assignee,  liquidator  or
         similar official under any Bankruptcy Law.

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     b.  Remedies.  If an Event of Default occurs and is continuing,  the Holder
         of this Note may declare all of this Note,  including  any interest and
         Default  Interest  and  other  amounts  due,  to  be  due  and  payable
         immediately.

11.  Vote to Change the Terms of this Note.  This Note and any provision  hereof
     may only be amended by an instrument  in writing  signed by the Company and
     holders of a majority of the aggregate  Conversion Amount of the Notes then
     outstanding.

12.  Lost or Stolen Note.  Upon receipt by the Company of evidence  satisfactory
     to the Company of the loss, theft,  destruction or mutilation of this Note,
     and,  in the case of  loss,  theft or  destruction,  of an  indemnification
     undertaking by the Holder to the Company in a form reasonably acceptable to
     the Company and, in the case of mutilation, upon surrender and cancellation
     of the Notes,  the  Company  shall  execute  and deliver a new Note of like
     tenor and date and in substantially  the same form as this Note;  provided,
     however,  the  Company  shall not be  obligated  to  re-issue a Note if the
     Holder  contemporaneously  requests the Company to convert  such  remaining
     principal amount into Common Stock.

13.  Payment of Collection,  Enforcement  and Other Costs.  If: (i) this Note is
     placed in the hands of an attorney  for  collection  or  enforcement  or is
     collected or enforced through any legal proceeding;  or (ii) an attorney is
     retained  to  represent  the  Holder  of  this  Note  in  any   bankruptcy,
     reorganization,  receivership  or other  proceedings  affecting  creditors'
     rights and involving a claim under this Note, then the Company shall pay to
     the Holder all reasonable  attorneys' fees, costs and expenses  incurred in
     connection therewith, in addition to all other amounts due hereunder.

14.  Cancellation.  After all principal and accrued interest at any time owed on
     this Note has been paid in full,  this Note shall  automatically  be deemed
     canceled,  shall be surrendered to the Company for  cancellation  and shall
     not be reissued.

15.  Waiver of Notice. To the extent permitted by law, the Company hereby waives
     demand,  notice,  protest and all other  demands and notices in  connection
     with the delivery, acceptance,  performance, default or enforcement of this
     Note.

16.  Governing  Law.  This Note shall be construed  and  enforced in  accordance
     with,   and  all   questions   concerning   the   construction,   validity,
     interpretation  and performance of this Note shall be governed by, the laws
     of the  State  of  Texas,  without  giving  effect  to  provisions  thereof
     regarding  conflict of laws. Each party hereby  irrevocably  submits to the
     non-exclusive jurisdiction of the state and federal courts sitting in Texas
     for the adjudication of any dispute hereunder or in connection  herewith or
     with any transaction  contemplated  hereby or discussed herein,  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 brought in an
     inconvenient  forum or that the venue of 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 sending by certified  mail or  overnight  courier a copy thereof to such
     party at the address for such 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.  EACH
     PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
     REQUEST,  A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE  HEREUNDER OR IN
     CONNECTION  HEREWITH OR ARISING OUT OF THIS  AGREEMENT  OR ANY  TRANSACTION
     CONTEMPLATED HEREBY.

17.  Remedies,  Characterizations,  Other  Obligations,  Breaches and Injunctive
     Relief.  The  remedies  provided  in this Note shall be  cumulative  and in
     addition  to all other  remedies  available  under this Note,  at law or in
     equity (including a decree of specific  performance and/or other injunctive
     relief),  and no  remedy  contained  herein  shall be  deemed  a waiver  of
     compliance  with the  provisions  giving  rise to such  remedy and  nothing
     herein  shall  limit a  Holder's  right to pursue  actual  damages  for any
     failure by the Company to comply  with the terms of this Note.  The Company
     covenants  to each Holder of Notes that there shall be no  characterization
     concerning this instrument other than as expressly provided herein. Amounts
     set forth or provided for herein with respect to payments,  conversion  and

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     the like (and the computation  thereof) shall be the amounts to be received
     by the Holder thereof and shall not, except as expressly  provided  herein,
     be subject  to any other  obligation  of the  Company  (or the  performance
     thereof).

18.  Specific  Shall Not Limit  General;  Construction.  No  specific  provision
     contained  in this Note shall  limit or modify any more  general  provision
     contained  herein.  This Note shall be deemed to be jointly  drafted by the
     Company and all Holders  and shall not be  construed  against any person as
     the drafter hereof.

19.  Failure or Indulgence  Not Waiver.  No failure or delay on the part of this
     Note in the  exercise  of any power,  right or  privilege  hereunder  shall
     operate as a waiver  thereof,  nor shall any single or partial  exercise of
     any such  power,  right or  privilege  preclude  other or further  exercise
     thereof or of any other right, power or privilege.

20.  Partial  Payment.  In the  event of  partial  payment  by the  Holder,  the
     principal   sum  due  to  the  Holder  shall  be  prorated   based  on  the
     consideration  actually  paid by  lender  such  that  the  company  is only
     required  to repay the amount  funded and the  company is not  required  to
     repay any unfunded portion of this note.

21.  Entire   Agreement.   This  Agreement   constitutes  the  full  and  entire
     understanding and agreement between the parties with regard to the subjects
     herein.  None of the terms of this  Agreement  can be  waived or  modified,
     except by an express agreement signed by the Parties.

22.  Representations and Warranties. The Company expressly acknowledges that the
     Holder,  including  but not limited to its officer,  directors,  employees,
     agents, and affiliates,  have not made any representation or warranty to it
     outside the terms of this Agreement.  The Company further acknowledges that
     there have been no  representations or warranties about future financing or
     subsequent transactions between the parties.

23.  Notices.  All notices and other communications given or made to the Company
     pursuant  hereto  shall  be in  writing  (including  facsimile  or  similar
     electronic  transmissions)  and shall be deemed effectively given: (i) upon
     personal  delivery,  (ii) when sent by  electronic  mail or  facsimile,  as
     deemed  received by the close of business on the date sent,  (iii) five (5)
     days after having been sent by registered or certified mail, return receipt
     requested,  postage  prepaid  or  (iv)  one (1) day  after  deposit  with a
     nationally recognized overnight courier,  specifying next day delivery. All
     communications  shall be sent  either by email,  or fax,  or to the address
     specified on the signature page. The physical address,  email address,  and
     phone  number  provided on the  signature  page shall be  considered  valid
     pursuant  to  the  above   stipulations;   should  the  Company's   contact
     information  change from that listed on the signature page, it is incumbent
     on the Company to inform the Holder.

24.  Severability.  If one or more  provisions of this  Agreement are held to be
     unenforceable  under  applicable law, such provision shall be excluded from
     this  Agreement  and the  rest of the  Agreement  shall be  enforceable  in
     accordance with its terms.

25.  Usury.  If it shall  be found  that any  interest  or other  amount  deemed
     interest due hereunder  violates the  applicable law governing  usury,  the
     applicable rate of interest due hereunder shall automatically be lowered to
     equal the maximum  rate of interest  permitted  under  applicable  law. The
     Company  covenants  (to the extent that it may lawfully do so) that it will
     not seek to claim or take  advantage  of any law  that  would  prohibit  or
     forgive  the  Company  from  paying  all or a portion of the  principal  or
     interest on this Note.

                                       6
<PAGE>
26.  Successors and Assigns. This Agreement shall be binding upon successors and
     assigns.



                         -- SIGNATURE PAGE TO FOLLOW --

                                       7
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on
and as of the Issuance Date.

COMPANY:

Signature: /s/ Benny R. Powell
          ---------------------------------------------------

By:  Benny R. Powell
   ----------------------------------------------------------

Title: CEO
      -------------------------------------------------------

Address: 614 E Hwy 50 #235
        -----------------------------------------------------

        Clermont, FL 34711
        -----------------------------------------------------


Email: benny@redgiantentertainment.com
      -------------------------------------------------------

Phone: 407-484-0002
      -------------------------------------------------------

HOLDER:

Signature:


/s/ Sameer Hirji
-------------------------------------------------------------
Sameer Hirji, President
JSJ Investments Inc.
6060 North Central Expressway Suite 500
Dallas TX 75206
888-503-2599

                                       8
<PAGE>
                                    Exhibit 1
                                Conversion Notice

Reference  is made to the  Convertible  Note issued by Red Giant  Entertainment,
Inc. (the "Note"),  dated  February 19, 2015 in the principal  amount of $50,000
with 12% interest. This note currently holds a principal balance of $50,000. The
features  of  conversion  stipulate  a  Conversion  Price the lower of (i) a 45%
discount  to the  average  of the three  lowest  daily  trading  prices  for the
previous  twenty  (20)  trading  days to the date of  Conversion;  or (ii) a 45%
discount  to the  average  of the three  lowest  daily  trading  prices  for the
previous  twenty (20) trading days before the date that this note was  executed,
pursuant to the provisions of Section 2(a)(2) in the Note.

In accordance  with and pursuant to the Note, the  undersigned  hereby elects to
convert $______ of the  PRINCIPAL/INTEREST  balance of the Note, indicated below
into shares of Common Stock (the "Common Stock"),  of the Company,  by tendering
the Note specified as of the date specified below.

Date of Conversion: __________

Please confirm the following information:

Conversion Amount:  $ ____________________

Conversion Price: $ ____________________ ( ____ % discount from $______________)

Number of Common Stock to be issued: ___________________________________________

Current Issued/Outstanding: ____________________________________________________

PLEASE ISSUE THE COMMON STOCK INTO WHICH THE NOTE IS BEING CONVERTED IN THE NAME
OF THE HOLDER OF THE NOTE AND TRANSFER THE SHARES ELECTRONICALLY TO:

[BROKER INFORMATION]

HOLDER AUTHORIZATION:
JSJ INVESTMENTS INC.
6060 NORTH CENTRAL EXPRESSWAY, SUITE 500
DALLAS, TX 75206
888-503-2599

Tax ID: 20-2122354

Sameer Hirji, President

Date:


[Continued on Next Page]

                                       9
<PAGE>
PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note, "Upon receipt by the
Company  of a copy  of the  Conversion  Notice,  the  Company  shall  as soon as
practicable,  but in no event later than one (1) Business  Day after  receipt of
such  Conversion  Notice,  SEND, VIA EMAIL,  FACSIMILE OR OVERNIGHT  COURIER,  A
CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT
THE COMPANY WILL PROCESS SUCH  CONVERSION  NOTICE in  accordance  with the terms
herein.  Within  two  (2)  Business  Days  after  the  date  of  the  Conversion
Confirmation,  the Company shall have issued and electronically  transferred the
shares to the Broker indicated in the Conversion  Notice;  should the Company be
unable to  transfer  the  shares  electronically,  they  shall,  within  two (2)
Business Days after the date of the Conversion Confirmation, have surrendered to
FedEx for delivery  the next day to the address as  specified in the  Conversion
Notice, a certificate,  registered in the name of the Holder,  for the number of
shares of Common Stock to which the Holder shall be entitled."

Signature:


Benny Powell
CEO
Red Giant Entertainment Inc.

                                       10