Exhibit
      10.53





THIS
      PROMISSORY NOTE AND THE SECURITIES PURCHASABLE UPON EXERCISE OF THE RIGHTS
      CONTAINED IN THIS PROMISSORY NOTE (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE
      SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED
      OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL
      SATISFACTORY TO THE HOLDER HEREOF (M2B, INC.), AN EXEMPTION FROM SUCH
      REGISTRATION UNDER THE SECURITIES ACT IS APPLICABLE TO SUCH PROPOSED EXERCISE,
      SALE, ASSIGNMENT, PLEDGE, TRANSFER OR OTHER DISPOSITION.





**CONVERTIBLE
      PROMISSORY NOTE**




$100,000.00
            June
                15,
                2005


Los
      Angeles, California





FOR
      VALUE
      RECEIVED, ORBIT BRANDS CORPORATION, a Delaware corporation (“ORBIT”) (the
“Borrower”), hereby promises to pay to M2B, Inc. (the “Holder”), the sum of One
      Hundred Thousand Dollars ($100,000.00) on the second anniversary date following
      the confirmation of the Company’s Chapter 11 Plan of Reorganization (the
“Maturity Date”), together with accrued interest. Borrower shall repay the
      principal and any accrued but unpaid interest due upon this Promissory Note
      (the
“Note”) on the Maturity Date, by check or wire transfer to the person who is the
      registered holder of this Note (the “Holder”). Whenever any payment to be made
      hereunder falls due on a Saturday, Sunday or business holiday in New York,
      New
      York, such payment may be made on the next succeeding business day and such
      extension of time will, in such case, be included in computing interest, if
      any,
      in connection with such payment.





Interest
      shall accrue on the principal amount of the Note at a fixed simple rate of
      ten
      percent (10%) per annum, calculated on the actual number of days elapsed on
      the
      basis of a 360-day year. Interest shall be payable in kind (convertible into
      shares of common stock) or cash. The principal and all accrued interest may
      be
      converted into fully paid and nonassessable shares of common stock of the
      Borrower at the conversion price (defined hereinbelow) at the option of the
      Holder, in the event that the principal and all accrued interest is not paid
      in
      full in cash on the Maturity Date.





The
      conversion price shall be $0.001 per share (the “Conversion Price”). Any
      fractional shares issuable upon conversion of this Note shall be rounded down
      to
      the nearest whole share. The Company intends all such shares issuable upon
      conversion of the Note to be registered under securities registration pursuant
      to Section 1145 of the Bankruptcy Code (Title 11, United States Code, Section
      1145.





The
      Conversion Price and the number of shares issuable upon conversion shall be
      proportionally adjusted for an “Adjustment Event,” defined as any
      reclassification of the common stock, recapitalization, merger or consolidation,
      or like capital adjustment affecting the number of shares of common stock of
      the
      Company outstanding. The good faith determination by the Board of Directors
      as
      to what adjustments, amendments or arrangements shall be made to the Conversion
      Price, and the extent thereof, shall be final and conclusive, provided that
      the
      Conversion Price is adjusted in a manner that is no less favorable than the
      manner of adjustment used as to any other person with similar adjustment rights.





Conversion
      of all or a part of this Note shall be effectuated by submitting a written
      notice (the “Notice of Conversion”), executed by the Holder, evidencing the
      Holder's intention to convert this Note or a specified portion hereof. No
      fraction of a share will be issued on conversion, but the number of shares
      issuable shall be rounded down to the nearest whole share. The date on which
      Notice of Conversion is given (the “Conversion Date”) shall be deemed to be the
      date on which the Borrower first receives the Notice of Conversion. Certificates
      representing Common Stock upon conversion will be delivered to the Holder within
      three (3) trading days, subject to reasonable delay for processing by the
      Borrower’s transfer agent if any, from the date the Notice of Conversion is
      delivered to the Borrower (“Delivery Date”). Delivery of shares upon conversion
      shall be made to the address specified by the Holder in the Notice of
      Conversion.





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Any
      notice herein required or permitted to be given shall be presented in writing
      and sent by means of certified or registered mail, express mail, or other
      overnight delivery service, hand-delivery confirmed by signed receipt, or
      facsimile transmission (followed by prompt transmission of the original of
      such
      notice by any of the foregoing means), in each case with proper postage or
      other
      charges prepaid and addressed or directed to the Holder or to the Borrower
      at
      their respective addresses. Such notice(s) shall be deemed given when actually
      issued. Any party may change its address and fax number for notices by service
      of notice to the other as herein provided.





The
      following shall constitute an “Event of Default”:





(a)
            The
                Borrower fails to issue shares of common stock to the Holder, which
                shares
                can be immediately resold in the public securities market, or fails
                to
                cause its Transfer Agent to issue shares of common stock upon proper
                exercise by the Holder of the conversion rights of the Holder in
                accordance with the terms of this Note;
                or





(b)
            The
                Borrower shall, without cause, fail to perform or observe, in any
                material
                respect, any other material covenant, term, provision, condition,
                agreement or obligation of the Borrower under this Note, and such
                failure
                shall continue uncured for a period of thirty days after written
                notice
                thereof from the Holder of such
                failure.





Borrower
      hereby waives demand for payment, notice of nonpayment, presentment, notice
      of
      dishonor, protest, and notice of protest. If default is made in the payment
      of
      this Note, Borrower shall pay the Holder hereof its costs of collection,
      including its reasonable attorneys’ fees.





This
      Note
      shall be governed by the internal laws of the State of New York.





This
      Note
      is the entire agreement between the parties, and none of the parties is relying
      on any prior or contemporaneous representation or promise, or any omission
      of
      any information, in entering into this Note.





IN
      WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name,
      by
      its duly authorized representative on the date first written above.





ORBIT
                BRANDS CORPORATIONByJoseph
                R. CelluraChief
                Executive Officer


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SCHEDULE
      1





NOTICE
      OF
      CONVERSION





(To
      be
      executed by the Registered Holder in order to convert the
      debenture)








The
      undersigned hereby irrevocably elects to convert $ ______________ of the
      principal/interest amount


of
      the
      above Note, dated __________, ____ into Shares of Common Stock of ORBIT BRANDS
      CORPORATION (the “Company”) according to the conditions hereof, as of the date
      written below.





Date
      of
      Conversion: ____________________________________________________________________





Conversion
      Price: $_____________________________________________________________________





Principal
      being converted: $______________________________________________________________





Accrued
      Interest being converted: $________________________________________________________





Number
      of
      shares of Common Stock to be
      issued: _____________________________________________





Name: _______________________________________________________________________________





Signature:
      ____________________________________________________________________________





Address: _____________________________________________________________________________





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