CONVERTIBLE PROMISSORY NOTE



$50,000                                                          March 31, 2004

         FOR VALUE RECEIVED,  the undersigned  Russian Athena,  Inc., a Delaware
corporation ("Maker") promises to pay to the order of Arrakis Select ("Lender"),
at its principal  office, or at such other place as may be designated in writing
by the holders of this  Promissory  Note  ("Note"),  the  principal sum of FIFTY
THOUSAND AND 00/100  DOLLARS  ($50,000.00)  (the  "Principal  Sum").  The unpaid
Principal  Sum shall  bear  interest  at the rate of 8% per  annum.  All  unpaid
interest and principal shall be due and payable on July 1, 2005.

         All  payments  to be made  under  this Note  shall be payable in lawful
money of the United States of America which shall be legal tender for public and
private debts at the time of payment.

         In the event that an action is  instituted to collect this Note, or any
portion  thereof,  Maker promises to pay all costs of collection,  including but
not limited to reasonable  attorneys'  fees, court costs, and such other sums as
the court may establish.

         In the event of a default  under this Note when due, then the holder of
this Note, at its election,  may declare the entire unpaid Principal Sum and all
accrued but unpaid interest thereon immediately due and payable.

         Lender  shall have the right at maturity to convert the  Principal  Sum
and all accrued and unpaid  interest  thereon  into a number of shares of common
stock of the Maker  ("Shares")  at a price of $.01 per share,  or book value per
share,  whichever is lower. In the event the Maker has a negative  shareholders'
equity at time of conversion,  the conversion  rate will be mutually agreed upon
by Maker and Lender.

         Every provision  hereof is intended to be several.  If any provision of
this Note is  determined,  by a court of competent  jurisdiction  to be illegal,
invalid or unenforceable,  such illegality, invalidity or unenforceability shall
not  affect  the  other  provisions  hereof,  which  shall  remain  binding  and
enforceable.

         This Note is made in the State of California and it is mutually  agreed
that  California  law  shall  apply  to  the  interpretation  of the  terms  and
conditions of this Note.

         All  agreements  between  the  holder of this Note and Maker are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of deferment or  acceleration  of the maturity of this Note or otherwise,
shall the rate of  interest  hereunder  exceed  the  maximum  permissible  under
applicable  law  with  respect  to  the  holder.   If,  from  any  circumstances
whatsoever,  the rate of interest  resulting  from the payment and/or accrual of
any amount of interest  hereunder,  at any time that  payment of interest is due
and/or at any time that interest is accrued,  shall exceed the limits prescribed
by such  applicable  law, then the payment and/or accrual of such interest shall
be reduced to that resulting from the maximum rate of interest permissible under
such applicable law. This provision shall never be superseded or waived.

         The  makers,  endorsers,  and/or  guarantors  of this  Note  do  hereby
severally waive  presentment,  demand,  protest and notices of protest,  demand,
dishonor and nonpayment.

         IN WITNESS  WHEREOF,  this  instrument is executed as of the date first
hereinabove set forth.

                                                            RUSSIAN ATHENA, INC.


                                                               By: /s/ Jehu Hand
                                                              Name: Jehu Hand
                                                               Its:President