Exhibit 4.5

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.

                              12% CONVERTIBLE NOTE

                       Maturity date of December 10, 2014

$50,000.00                                   June 10, 2014 (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
($50,000.00), on demand of the Holder (the "Maturity Date"), and to pay interest
on the unpaid  principal  balance hereof at the rate of Twelve Percent (12%) per
annum (the  "Interest  Rate") from the date hereof (the "Issue  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 the Default Amount (as defined in Article
7, INFRA)  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 quarterly

     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 Note 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 twelve  percent (12%)  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
<PAGE>
                                                                     Page 2 of 8


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,  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:

     (1) "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, and
(B) Default Interest,  if any, on unpaid interest and principal,  if so included
at the Holder's sole discretion.

     (2)  "Conversion  Price"  means 45%  discount  to the  average of the three
lowest  trades  on  the  previous  twenty  (20)  trading  days  to the  date  of
Conversion,  or 45%  discount to the average of the three  lowest  trades on the
previous  twenty (20) trading days that would be obtained if the conversion were
to be made on the date that this note was executed

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

     (b)  Holder's  Conversion  Right.  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.  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.

     (c)  Conversion   Amount.   Loan  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.
<PAGE>
                                                                     Page 3 of 8


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

     (1) 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,  a copy of a fully  executed  notice of  conversion  in the form  attached
hereto as Exhibit 2(e)(1) (the "Conversion Notice") to the Company.

     (2)  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  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.

     (3) 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.

     (4) Timely  Response by Company.  Upon  receipt by Company of a  Conversion
Notice,  Company shall respond in a timely manner to Holder by provision  within
one business day of the Shares requested in the Conversion Notice.

     (5)  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  business  day 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.

     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
<PAGE>
                                                                     Page 4 of 8


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. 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 as provided in the first
sentence of  subsection  (vi) of this  Section  3.5(a) 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
<PAGE>
                                                                     Page 5 of 8


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.

     5.  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; provided that the number of shares of Common Stock
so reserved  shall at no time be less than two  hundred  (200%) of the number of
shares of Common  Stock  for which the  principal  amount of the Note are at any
time  convertible.  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
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.

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

     7. 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 in Section 1(e)(2).

     8. Defaults and Remedies.

     (a) Events 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) 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.
<PAGE>
                                                                     Page 6 of 8


     (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.

     9.  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.

     10.  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.

     11. 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.

     12. 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.

     13. 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.

     14.  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
<PAGE>
                                                                     Page 7 of 8


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.

     15. 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 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).

     16. 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.

     17.  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.

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


                                    By: /s/ Benny Powell
                                        -------------------------------------
                                        Benny Powell
                                        President
                                        Red Giant Entertainment Inc.
<PAGE>
                                                                     Page 8 of 8


                                    EXHIBIT 1
                                CONVERSION NOTICE

Reference  is made to the  Convertible  Note issued by Red Giant  Entertainment,
Inc. (the "Note").

In accordance  with and pursuant to the Note, the  undersigned  hereby elects to
convert a portion (or all) of the principal balance of the Note, indicated below
into shares of Common Stock (the "Common Stock"),  of the Company,  by tendering
the Note specified below as of the date specified below.

Date of Conversion:

Principal Amount to be converted:          $_____________________

Please confirm the following information:

Conversion Amount:
Conversion Price:
Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note is being converted in the name
of the Holder of the Note and to the following address:

Authorization:
                           Holder:


                           By:
                              --------------------------------------------------
                              Sameer Hirji, President
                              JSJ Investments Inc.
Accepted by:

                           By:
                              --------------------------------------------------
                              Benny Powell
                              President
                              Red Giant Entertainment Inc.

Accepted as of: