**8%
      PROMISSORY NOTE**







$1,520,000
            
            February 27,
              2006





FOR
      VALUE
      RECEIVED, YouthStream Acquisition Corp. (the “Debtor”) promises to pay to the
      order of KES HOLDINGS LLC (the "Holder"), or registered assigns, the principal
      amount of ONE MILLION FIVE HUNDRED TWENTY THOUSAND AND
      00/100 ($1,520,000) DOLLARS **** on
      February 27, 2007 (such date, as same may be accelerated in accordance with
      the
      terms hereof, is referred to herein as the "Maturity Date"), with simple
      interest accruing thereon at a rate per annum of eight percent (8%) (computed
      on
      the basis of actual calendar days outstanding using a 360-day year basis),
      which
      interest shall also be payable on the Maturity Date. This Note is one of two
      promissory notes issued pursuant to that certain letter agreement dated April
      11, 2006 **** and
      effective February 27, 2006 (the “Letter Agreement Notes”).





Any
      one
      or more of the following shall constitute an “Event of Default” as the term is
      used herein:





(a)  the
      Debtor defaults in the payment of interest or principal hereunder for more
      than five ( 5 )
      Business Days after the same becomes due and payable; or





(b)  an
      event
      of default occurs under that
      certain Note Purchase Agreement dated February 25, 2005 by and among the Debtor,
      the Holder, Atacama Capital Holdings, Ltd. and YouthStream Media Networks,
      Inc.,
      which is not cured under applicable grace periods thereunder; or





(c)  an
      event
      of default occurs under the Letter Agreement Note issued in favor of Atacama
      Capital Holdings, Ltd., which is not otherwise cured under applicable grace
      periods thereunder; or




(d)  the
      Debtor (i) is generally not paying, or admits in writing its inability to pay,
      its debts as they become due, (ii) files, or consents by answer or otherwise
      to
      the filing against it of, a petition for relief or reorganization or arrangement
      or any other petition in bankruptcy, for liquidation or to take advantage of
      any
      bankruptcy, insolvency, reorganization, moratorium or other similar law of
      any
      jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
      consents to the appointment of a custodian, receiver, trustee or other officer
      with similar powers with respect to it or with respect to any substantial part
      of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi)
      takes corporate action for the purpose of any of the foregoing; or




(e)  a
      court
      or governmental authority of competent jurisdiction enters an order appointing,
      without consent by the Debtor a custodian, receiver, trustee or other officer
      with similar powers with respect to it or with respect to any substantial part
      of its property, or constituting an order for relief or approving a petition
      for
      relief or reorganization or any other petition in bankruptcy or for liquidation
      or to take advantage of any bankruptcy or insolvency law of any jurisdiction,
      or
      ordering the dissolution, winding-up or liquidation of the Debtor, or any such
      petition shall be filed against the Debtor and such petition shall not be
      dismissed within ninety ( 90 )
      days.








In
      case
      of any Event of Default then, at the option of the legal holder hereof, the
      entire unpaid principal balance of this Note, together with all accrued interest
      thereon, shall forthwith become due and payable upon written
      notice.





The
      Debtor shall have the right to prepay this Note in full or in part at any time
      and from time to time, without premium or penalty.





No
      waiver
      or modification of this Note shall be effective unless it is express, in writing
      and signed by the party against whom enforcement is sought





This
      Note
      shall be construed and enforced in accordance with, and the rights of the issuer
      and Holder hereof shall be governed by, the law of the State of Delaware
      excluding choice-of-law principles of the law of such State that would require
      the application of the laws of a jurisdiction other than such State.





The
      Holder shall not sell, assign or otherwise transfer, in whole or in part, this
      Note or any interest that they have herein.








YOUTHSTREAM
      ACQUISITION CORP.








By: /S/
      ROBERT N. WEINGARTEN


Name: Robert N. Weingarten


Title: Chief Financial Officer





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