Exhibit
      10.64





THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”),
      NOR HAS IT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
      NO TRANSFER OF THIS NOTE WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT
      UNDER
      THE ACT IS IN EFFECT AND AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE
      WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL SATISFACTORY TO
      BORROWER, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER
      TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.





MALIBU
      ENTERTAINMENT GROUP, INC.


CONVERTIBLE
      PROMISSORY NOTE





Principal
                Amount:
            Los
                Angeles, CA$25,000
            January
                4, 2007





FOR
      VALUE
      RECEIVED, the undersigned, Malibu Entertainment Group, Inc. (“Borrower” or the
“Company”), a Delaware corporation and a wholly owned subsidiary of ORBIT BRANDS
      CORPORATION (“ORBIT”), a Delaware C corporation and a NASDAQ Pink Sheet-listed
      public company, promises to pay to the order of Cleveland BioLabs, Inc.
      (“Lender”), in lawful money of the United States of America, the principal sum
      of Twenty-Five Thousand and No/100 Dollars ($25,000), together with interest
      thereon from the date hereof until this Note is paid in full.




1.  Repayment
      of the Principal Sum **.** The
      Principal Sum shall be due and payable in one (1) installment of Twenty-Five
      Thousand and No/100 Dollars ($25,000), 365 days following the date set forth
      above (the “ Maturity
      Date ”).




2.  Interest :
      Interest shall accrue on the Principal Sum commencing the date set forth above
      (the “Interest Accrual Date”). From the Interest Accrual Date until the Maturity
      Date, interest shall accrue on the unpaid Principal Sum at the rate of five
      percent (5%) per annum. Unless this Note is converted in accordance with Section
      3 below, accrued and unpaid interest shall be payable, together with the unpaid
      Principal Sum, on the Maturity Date. If the Maturity Date should fall on a
      weekend or national holiday, payment shall be due on the following business
      day.
      Interest on this Note shall be computed on the basis of the actual number of
      days elapsed during which the unpaid Principal Sum is outstanding, divided
      by a
      year of three hundred sixty-five (365) days. All payments under this Note shall
      be applied first to the payment of accrued and unpaid interest, with the
      remainder applied to the unpaid Principal Sum.




Increased
      Rate After Maturity Date :
      If, by
      the Maturity Date: (i) this Note has not been converted in accordance with
      its
      terms; or (ii) the Borrower does not repay the Principal Sum and any accrued
      interest thereon, then the interest rate attributable to the Principal Sum
      shall
      increase to the maximum rate allowed by the laws of the State of
      California .




1




3. Conversion :
      Lender
      agrees that all principal and interest represented by this Note and any prior
      or
      subsequent promissory notes entered into between Borrower and Lender, totaling
      up to an aggregate of $150,000, shall convert, on a pro-rated basis, on the
      terms set forth below, into fully paid and non-assessable shares of the
      respective common stock of ORBIT, Borrower, ITREX International Corporation
      (“ITREX”), Malibu Beach Beverage Group, LLC (“MBB”), Smartvoice
      Telecommunications, Inc. (“SVT”) and BBKO Corporation (“BBKO”) (collectively,
      the “Orbit Companies”) at the price (the “Conversion Price”) per share such that
      Borrower shall be issued and own, immediately following confirmation of the
      respective Chapter 11 plans of reorganization of the Orbit Companies, 20% of
      the
      outstanding common stock of ORBIT, 95% of the outstanding common stock of
      Borrower, 95% of the outstanding common stock of BBKO, and 10% of the
      outstanding common stock of each of ITREX, MBB and SVT.




For
      purposes of the foregoing stock allocations, the total monetary capitalization
      of the Orbit Companies shall be as follows: $70,000 to each of Borrower and
      BBKO; $85,000 to ORBIT, and $25,000 to each of ITREX, MBB and SVT. Furthermore,
      for each of the Orbit Companies (other than ORBIT itself), capitalization shall
      be one billion shares of common stock authorized, ten million shares of common
      stock issued, and one million shares of “blank check” preferred stock authorized
      but not issued.




Accordingly,
      this Note shall convert into common stock of the respective Orbit Companies
      automatically following the confirmation of each of the respective Chapter
      11
      plans of reorganization (“Confirmation”) of Borrower and each of its
      subsidiaries, as specified above, or before Confirmation, upon Borrower’s
      election ;
      provided, however, that Borrower shall not elect to convert the Note before
      Confirmation and provided further, if the terms of the Confirmation are not
      acceptable to Lender in its sole discretion, Lender may elect to retain his
      Note
      and reject conversion .
      The
      common stock received by Lender upon conversion shall be deemed
      registered stock
      pursuant to Title 11 United States Code § 1145 following Confirmation of the
      Orbit Companies’ respective Chapter 11 plans of reorganization.




In
      the
      event that Confirmation of the Chapter 11 plans of reorganization of at least
      one of the respective Orbit Companies has not occurred by July 31, 2007, then
      Lender may elect to retain this Note and reject conversion hereof to common
      stock of any of the Orbit Companies.






4.  Registration
      of Conversion Shares :
      Any
      shares issued to Lender in accordance with the conversion right set forth in
      Section 3 of this Note (the “Conversion Shares”) shall, following the
      conversion, be registered in Lender’s name. ORBIT agrees that Lender shall have
“Piggy back” rights to have such shares included in any registration statement
      filed by ORBIT or any of the Orbit Companies other than a registration statement
      on Form S-4, 1145 or S-8. All expenses of such registration shall be borne
      by
      ORBIT.




2




5.  Representations
      and Warranties of Borrower and Orbit :
      Borrower and Orbit each represent and warrant as follows:





**(a)**
            Each
                of Borrower and Orbit is a corporation duly organized and existing
                under
                the laws of the state of Delaware. It has the power to own its property
                and to carry on its business as it is now being
                conducted;





**(b)**
            Each
                of Borrower and Orbit have full power and authority (corporate and
                other)
                to borrow the sums provided for in this Note, to execute and deliver
                this
                Note and any other instrument or agreement required under this Note,
                to
                perform and observe the terms and provisions of this Note and of
                all such
                other notes, instruments, and
                agreements;





**(c)**
            The
                officers of Borrower and Orbit executing this Note are duly and properly
                in office and fully authorized to execute it;
                and





**(d)**
            This
                Note has been duly authorized, executed, and delivered by each of
                Borrower
                and Orbit, and is a legal, valid, and binding agreement of each of
                Orbit
                and Borrower, enforceable against it in accordance with its terms,
                and any
                other instrument or agreement required under this Note has been so
                authorized and, when executed and delivered, will be similarly valid,
                binding, and enforceable.





6.  Events
      of Default :
      The
      occurrence of any of the events set out below (Events of Default) shall, at
      the
      option of the Lender, make all interest and principal remaining due under this
      Note immediately due and payable ,
      without
      notice of default, presentment or demand for payment, protest or notice of
      non-payment or dishonor or other notices or demands of any kind, except as
      specified herein :





**(a)**
            Borrower
                shall fail to pay, within ninety (90) days after the date when due,
                any
                installment of interest or principal in accordance with the terms
                of this
                Note; or





**(b)**
            Any
                representation or warranty by Borrower in this Note or in any agreement,
                instrument, or certificate executed under this Note shall prove to
                have
                been false or misleading in any material respect when
                made.





7.  Notices :
      Any
      communications between the parties or notices provided for in this Note may
      be
      given by mailing them, first class, postage prepaid, and to:





Lender
      at: Cleveland
      BioLabs, Inc.


Address:  11000
      Cedar Avenue, Suite 290


Cleveland,
      Ohio 44195


Telephone
      number: (216) 229-2251




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and
      to
      Borrower at:





Malibu
                Entertainment Group, Inc.
            ORBIT
                BRANDS CORPORATIONc/o
                Paul A. Beck
            c/o
                Paul A. BeckLaw
                Offices of Paul A. Beck
            Law
                Offices of Paul A. BeckA
                Professional Corporation
            A
                Professional Corporation13701
                Riverside Drive, Suite 701
            13701
                Riverside Drive, Suite 701Sherman
                Oaks, CA 91423
            Sherman
                Oaks, CA 91423Attention:
                Joseph R. Cellura
            Attention:
                Joseph R. CelluraChairman
                and CEO
            Chairman
                and CEO





or
      to
      such other address as either party may indicate to the other in writing after
      the date of this Note.





8.  Assignment :
      This
      Note shall be binding upon and inure to the benefit of the parties hereto and
      their respective successors and assigns; provided, however, that Borrower shall
      not assign this Note or any of the rights, duties, or obligations of Borrower
      under this Note without the prior written consent of Lender.





9.  No
      Waiver :
      No
      delay or omission to exercise any right, power, or remedy accruing to Lender
      on
      any breach or default of Borrower under this Note shall impair any such right,
      power, or remedy of Lender, nor shall it be construed to be a waiver of any
      such
      breach or default, or an acquiescence in such breach or default, or waiver
      of or
      acquiescence in any similar breach or default occurring later; nor shall any
      waiver of any single breach or default be considered a waiver of any other
      prior
      or subsequent breach or default. Any waiver, permit, consent, or approval of
      any
      kind by Lender of any breach or default under this Note, or any waiver by Lender
      of any provision or condition of this Note, must be in writing and shall be
      effective only to the extent specifically set forth in that writing. All
      remedies, either under this Note or by law or otherwise afforded to Lender,
      shall be cumulative and not alternative.





10.  Attorneys’
      Fees :
      In the
      event of any legal action or suit in relation to this Note or any note or other
      instrument or agreement required under this Note, or in the event that Lender
      incurs any legal expense in protecting its rights under this Note, Borrower,
      in
      addition to all other sums which Borrower may be called on to pay, will pay
      to
      Lender the amount of such legal expense and will, if Lender prevails in such
      action, pay to Lender a reasonable sum for its attorney's fees and all other
      costs and expenses.




4




11.  Governing
      Law : This
      Note
      shall be interpreted under the laws of the State of California, without giving
      effect to the conflict of law principles thereof.




Malibu
                Entertainment Group, Inc.,
                a
                  Delaware corporationByTitle:
                Chairman and CEO




ORBIT
                BRANDS CORPORATION,
                a
                  Delaware corporationByTitle:
                Chairman and CEO




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