Exhibit 4.1

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 February 20, 2015

                  $50,000 August 20, 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),  on demand of the Holder at any time on or after  February  20,  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.

     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
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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.

          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.

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     (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.

     (c) 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.

     (d) 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 Notice") 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.

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<PAGE>
          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.

          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

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<PAGE>
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.

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<PAGE>
     (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.

     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

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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

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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.

     (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.

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     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 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

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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.

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<PAGE>
     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.

     26. Successors and Assigns. This Agreement shall be binding upon successors
and assigns.



                          --SIGNATURE PAGE TO FOLLOW--


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

                                      COMPANY


                                      By: /s/ Benny R. Powell
                                          --------------------------------------
                                      Title:   CEO
                                      Address: 614 E. Hwy 50 #235
                                               Clement, FL 34711

                                      HOLDER


                                      /s/ Sameer Hirji
                                      ------------------------------------------
                                      Sameer Hirji
                                      JSJ Investments, Inc.

                                       12
<PAGE>
                                    EXHIBIT 1
                                CONVERSION NOTICE

Reference  is made to the  Convertible  Note issued by Red Giant  Entertainment,
Inc. (the "Note"), dated August 20, 2014 in the principal amount of $50,000 with
22% interest.  This note  currently  holds a principal  balance of $________ and
accrued interest in the amount of $_______. 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 shares 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.
2665 VILLA CREEK DRIVE, SUITE 214
DALLAS, TX 75234
403.605.1977

                                       13
<PAGE>
Tax ID:

Sameer Hirji, President

Date:

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:

                         By: ________________________________
                             Benny Powell
                             CEO
                             Red Giant Entertainment Inc.


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