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These securities have not been registered under the
Securities Act of 1933 (the "Securities Act") and may not be offered or sold in
the United States or to U.S. persons (other than distributors) unless the
securities are registered under the Securities Act, or an exemption from the
registration requirements of the Securities Act is available. Hedging
transactions involving these securities may not be conducted unless in
compliance with the Securities Act.

8% CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 9, 2009

|US $150,000 | As of February 9, 2007
|----------- | ----------------------

FOR VALUE RECEIVED, BLACK GARDENIA CORP., a Nevada
corporation (the Company), having an address of Level 30, Bank of China Tower,
1 Garden Road, Central Hong Kong, hereby promises to pay to the order of
CAPITAL ALLIANCE GROUP INC., a British Columbia corporation (the
Lender), at the offices of Lender at Suite 1200  777 West Broadway,
Vancouver, British Columbia, Canada, or such other place as may be designated by
Lender to the Company in writing, the aggregate principal amount of up to One
Hundred Fifty Thousand Dollars ($150,000), together with interest on the
unpaid principal amount hereof, upon the terms and conditions hereinafter set
forth.

|1. | Schedule of Payments. The Lender will pay to the
      Company $150,000.00 within 60 days of execution of this Note. The terms
      and conditions set forth herein shall only apply to the Principal. All of
      the references to dollar amounts in this Convertible Promissory Note (this
      Note) are in US dollars unless otherwise noted.                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Payment Terms.The Company promises to pay to
      Lender the balance of Principal, together with accrued and unpaid
      interest, on February 9, 2009 (the Due Date), unless this Note is
      earlier prepaid as herein provided or earlier converted into common stock
      of the Company pursuant to Section 6 of this Note. The Company may reduce
      the amount of the Principal payable by paying down all or a portion of the
      Principal back to the Lender at any time prior to the Due Date. All
      payments by the Company to the Lender shall be credited first to the
      accrued interest then due and payable and the remainder to
    Principal.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Interest.Interest on the outstanding portion of
      Principal of this Note shall accrue at a rate of eight percent (8%) per
      annum. All computations of interest shall be made on the basis of a
      365-day year for actual days elapsed. Such interest shall be paid in
      arrears on the last business day of each successive one year anniversary
      of the date of this Note.                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | Lenders Right of Acceleration. The Lender has the
      right, called acceleration, to declare the entire unpaid principal and
      interest under this Note due immediately for any of the following
      causes:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| | (c) | If bankruptcy, receivership, or insolvency proceedings
      are started by or against the Company, or if the Company dissolves,
      liquidates or otherwise winds up its business; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                         
| | (d) | If there is a change in control of the
  Company.                                                                                                                                       

|5.   | Notices. All notices under this Note must be in
      writing. They may be given by (a) personal delivery, or (b) certified
      mail, return receipt requested. Each party must accept and claim the
      notices given by the other. Notices shall be addressed to the other party
      at the address written at the beginning of this Note. Either party may
      notify the other of a change of address.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|6.   | Conversion of Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|6.1. | Right to convert. Subject to and upon compliance
      with the provisions of this Section 6, at the option of the Lender, this
      Note may at any time at or before the close of business on the maturity
      date of this Note, be converted at 100% or a portion of the principal
      amount of this Note be converted into common stock of Black Gardenia Corp.
      (the Common Stock) at the Conversion Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.2. | Manner of Exercise of Conversion Privilege. In
      order to exercise the conversion privilege, the Lender shall surrender
      this Note to the Company at any time during usual business hours at its
      office, accompanied by written notice to the Company at such office that
      the Lender elects to convert this Note or a specified portion thereof and
      stating the name or names (with address) in which the certificate or
      certificates for shares of Common Stock which shall be issuable on such
      conversion shall be issued. This Note surrendered for conversion shall (if
      so required by the Company) be accompanied by proper assignment thereof to
      the Company or be blank. As promptly as practicable after the receipt of
      such notice and the surrender of this Note as aforesaid the Company shall
      issue and deliver at such office to the Lender, or on his written order, a
      certificate or certificates for the number of full shares of Common Stock
      issuable on such conversion in accordance with the provision of this
      Article and cash, as provided in Subsection 4, in respect of any fraction
      of a share of Common Stock otherwise issuable upon such conversion. Such
      conversion shall be deemed to have been effected at the close of business
      on the Date of Conversion, and the person or persons in whose name or
      names any certificate or certificates for shares of Common Stock shall be
      issuable upon such conversion shall be deemed to have become the Lender or
      Lender of record of the shares represented thereby on such date; provided,
      however, that any such surrender on any date when the stock transfer books
      of the Company shall be closed shall constitute the person or persons in
      whose name or names the certificate or certificates for such shares are to
      be issued as the record Lender or Lender thereof for all purposes at the
      close of business on the next succeeding day on which such stock transfer
      books are open, and the Note surrendered shall not be deemed to have been
      converted until such time for all purposes, but such conversion shall be
      at the conversion price in effect at the close of business on the date of
      such surrender. Anything contained in this Section 6.2 to the contrary
      notwithstanding, the Company shall not be obligated to effect the transfer
      of any Conversion Shares upon conversion of any portion of any Convertible
      Notes or cause any Conversion Shares upon conversion of any Convertible
      Notes to be registered in any name or names other than the name of the
      Lender of the Convertible Notes, converted or to be converted (or such
      Lenders nominee or nominees) unless such Lender delivers to the Company
      an opinion of

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|     | counsel reasonably satisfactory to the Company to the
      effect that such transfer is in compliance with applicable securities
      laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | In case this Note shall be surrendered for conversion of
      only a portion of the principal amount thereof, the Company shall execute
      and deliver to the Lender at the expense of the Company, a new Convertible
      Note in the denomination or denominations ($1,000 and integral multiples
      thereof, plus one Convertible Note in a lesser denomination, if required)
      as such Lender may request in an aggregate principal amount equal to the
      unconverted portion of the Convertible Note so surrendered. Any
      Convertible Notes so issued are included in the definition of this
      Note.                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.3. | Fractions of Share. The Company shall not be
      required to issue fractions of a share or scrip representing fractional
      shares of Common Stock upon conversion of this Note. If any fraction of a
      share of Common Stock would, except for the provisions of this Section be
      issuable on the conversion of any Convertible Notes (or specified portions
      thereof), the Company shall pay a cash adjustment in respect of such
      fraction, equal to the value of such fraction based on the then conversion
      price.                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.4. | Conversion Price. The price at which shares of
      Common Stock shall be delivered upon conversion (herein called the
      Conversion Price) shall be $0.01 per share of Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.   | Representations, Warranties and Acknowledgements of
      the Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The Lender acknowledges, represents and warrants as of
      the date of this Note that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.1  | No prospectus has been provided to the Lender by the
      Company in connection with the issuance of the Common Shares and that the
      Company is relying upon an exemption(s) from prospectus requirements of
      the Securities Act(British Columbia) (the "Act") and the
      Securities Rules (British Columbia) (the "Rules").                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2  | The Lender is acquiring rights to the Common Shares
      pursuant to shi Note for the Lenders own account for investment purposes
      only and the Lender is not purchasing with the intention of reselling the
      shares within the next year. The Shares purchased hereby are not qualified
      for resale in the US. The Lender agrees to resell such securities only in
      accordance with the provisions of Regulation S of the US Securities Act,
      pursuant to registration under the US Securities Act, or pursuant to an
      available exemption from registration, and agrees not to engage in hedging
      transactions with regard to such securities unless in compliance with the
      US Securities Act.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.3  | The Lender has had a reasonable opportunity to ask
      questions of and receive answers from the Company and its officers
      regarding the common stock of the Company, and all such questions have
      been answered to the full satisfaction of the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.4  | The Company has made available to the Lender all
      requested documents and records in its possession, and has offered the
      Lender an opportunity to discuss this investment with the Company and/or
      representatives of the Company and obtain any additional information
      necessary to verify the accuracy of any information furnished. The Lender
      acknowledges that no information furnished by the Company constitutes
      investment, accounting, legal or tax advice. The Lender is relying solely
      upon itself and its professional advisors, if any, for such
  advice.                                                                                                                            

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|7.5 | The Lender is a:
|--- | ----------------
|    |                 
|    | (a)             
|    |                 
|    | (b)             
|    |                 
|    | (c)             
|    |                 
|    | (d)             
|    |                 
|    | (e)             
|    |                 
|    | (f)             

|7.6 | The Lender certifies that:
|--- | --------------------------
|    |                           
|    | (a)                       
|    |                           
|    | (b)                       

|8. | Notice of Distributions, Rights of Reorganization,
      etc. In case at any time:
|-- | ----------------------------------------------------------------------------------
|   |                                                                                   
|   | (1)                                                                               
|   |                                                                                   
|   | (2)                                                                               
|   |                                                                                   
|   | (3)                                                                               
|   |                                                                                   
|   | (4)                                                                               

then in any one or more of said cases,
the Company shall give written notice, to the Lender of this Note, of the date
on which (a) the books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights, or (b) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the dates as of which the Lender of Common Stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization,

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|    | reclassification, consolidation, merger, sale,
      dissolution, liquidation or winding up, as the case may be. Such written
      notice shall be given at least 20 days prior to the record date or the
      date on which the Companys transfer books are closed in respect
      thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.  | Taxes on Conversion. The issue of certificates on
      conversion of this Note shall be made without charge to the Lender for any
      tax in respect of the issue thereof. The Company shall not, however, be
      required to pay any tax which may be payable in respect of any transfer
      involved in the issue and delivery of stock in any name other than that of
      the Lender of any Note converted, and the Company shall not be required to
      issue or deliver any certificate in respect to such stock unless and until
      the person or persons requesting the issuance thereof shall have paid to
      the Company the amount of such tax or shall have established to the
      satisfaction of the Company that such tax has been paid.     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | Redemption.This Note may be redeemed by the
      Company by payment of the entire Principal and interest outstanding under
      this Note to the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11. | Company to Reserve Stock. The Company shall at all
      times reserve and keep available out of its authorized but unissued stock,
      for the purpose of effecting the conversion of the Convertible Notes, such
      number of its duly authorized shares of Common Stock as shall from time to
      time be sufficient to effect the conversion of all outstanding Convertible
      Notes. If any shares of Common Stock, reserved or to be reserved, for such
      purposes, required registration under any Federal or state law before such
      shares may be validly issued to the Lender, the Company covenants that it
      will in good faith and as expeditiously as possibly endeavor to secure
      such registration or approval, as the case may be.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company covenants that all shares of Common Stock
      which may be issued upon conversion of Convertible Notes will upon issue
      be fully paid and non-assessable and free from all taxes, liens and
      charges with respect to the issue thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12. | No Rights as Lender. Prior to the conversion of
      this Note, the Lender shall not be entitled to any rights of a stockholder
      of the Company, including without limitation the right to vote, to receive
      dividends or other distributions or to exercise any pre-emptive rights,
      and shall not be entitled to receive any notice of any proceedings of the
      Company, except as provided herein.                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13. | Waivers and Amendment.Any provision of this Note
      may be amended, waived or modified upon the written consent of Company and
      the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14. | Jurisdiction.Both parties agree to attorn to the
      exclusive jurisdiction of the courts of British Columbia, Canada with
      regards to this Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15. | Entire Agreement. This Note constitutes the full
      and entire understanding and agreement between the parties with regard to
      the subjects hereof and thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|16. | Survival.The representations, warranties,
      acknowledgments covenants and agreements made herein shall survive the
      execution and delivery of this Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17. | Validity. If any provision of this Note shall be
      judicially determined to be invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions shall
      not in any way be affected or impaired
thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|18. | Counterparts. This Note may be executed in any
      number of counterparts, each of which shall be an original, but all of
      which together shall be deemed to constitute one
  instrument.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF the Company has duly executed and
delivered this Note as of the day and year first above written notwithstanding
its actual date of execution.



BLACK GARDENIA CORP.

Per: /s/ Tim
Leong______________________________________Authorized Signatory



IN WITNESS WHEREOF the Lender has duly executed and
received this Note as of the day and year first above written notwithstanding
its actual date of execution.



CAPITAL ALLIANCE GROUP INC.

Per: /s/ Toby
Chu______________________________________Authorized Signatory

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