THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE **“ACT”** ),
      AND
      ARE SUBJECT
      TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH HEREIN. NEITHER THIS NOTE NOR
      THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH
      ACT.





**GREEN
      SCREEN INTERACTIVE SOFTWARE, INC.**


**Convertible
      Secured Promissory Note**





**$2,000,000**


**May
      16, 2008**


New
      York,
      New York





GREEN
      SCREEN INTERACTIVE SOFTWARE, INC., a Delaware corporation (the **“Company”** ),
      for
      value received, hereby promises to pay to Mandalay Media, Inc., a Delaware
      corporation ( **“Mandalay** ,”
      together with its successors or permitted assigns, the **“Holder”** ),
      the
      principal amount of Two Million Dollars ($2,000,000) in lawful money of the
      United States, with interest thereon to be computed from the date hereof on
      the
      unpaid principal balance at the rate and as herein provided.




This
      convertible promissory note (the “ **Note** ”)
      is
      issued pursuant to and is subject to the terms of that certain Note Purchase
      Agreement, dated of even date herewith, by and between the Company and Mandalay
      (as the same may be amended from time to time, the “ **Purchase
      Agreement** ”).




All
      agreements herein made are expressly limited so that in no event whatsoever,
      whether by reason of advancement of proceeds hereof, acceleration of maturity
      of
      the unpaid balance hereof or otherwise, shall the amount paid or agreed to
      be
      paid to the Holder for the use of the money advanced or to be advanced hereunder
      exceed the maximum rate permitted by law (the **“Maximum
      Rate”** ).
      If,
      for any circumstances whatsoever, the fulfillment of any provision of this
      Note
      or any other agreement or instrument now or hereafter evidencing, securing
      or in
      any way relating to the debt evidenced hereby shall involve the payment of
      interest in excess of the Maximum Rate, then, *ipso
      facto* ,
      the
      obligation to pay interest hereunder shall be reduced to the Maximum Rate;
      and
      if for any circumstance whatsoever, the Holder shall ever receive interest,
      the
      amount of which would exceed the amount collectible at the Maximum Rate, such
      amount as would be excessive interest shall be applied to the reduction of
      the
      principal balance remaining unpaid hereunder and not to the payment of interest.
      This provision shall control every other provision in any and all other
      agreements and instruments existing or hereafter arising between the Company
      and
      the Holder with respect to the debt evidenced hereby.




**1.**  **Security.** This
      Note
      and Company’s obligations hereunder are collateralized by a security interest in
      Company’s assets, pursuant to a Collateral Pledge and Security Agreement, dated
      as of even date herewith, by the Company, in favor of Mandalay (the **“Security
      Agreement”** ).
      If an
      Event of Default (as hereinafter defined) shall have occurred and be continuing
      and the principal amount of this Note shall become due and payable, the Holder
      shall be entitled to exercise, in addition to any right, power or remedy
      permitted in law or equity, all its remedies under the Security
      Agreement.







**2.** **Interest;
      Payments.**




**(a)**  Principal
      of, and any accrued and unpaid interest on, this Note shall be due and payable
      on any date and time on or after October 15, 2008 within five Business Days
      (as
      defined below) of written demand by the Holder (such date and time hereinafter
      referred to as the **“Maturity
      Date”** ),
      unless
      it has been prepaid or converted in accordance with the terms hereof.




**(b)**  Until
      this Note is converted or paid in full, interest on this Note shall accrue
      from
      the date hereof (the **“Issue
      Date”** )
      at the
      Applicable Rate (calculated on the basis of a 360-day year consisting of twelve
      30 day months). For purposes of this Note, the “ **Applicable**  **Rate** ”
shall
      mean 10% until August 16, 2008 and increasing to 15% from and after August
      16,
      2008, except in the event that the Company fails to pay the Holder any portion
      of the principal and/or interest due on the Maturity Date in which case the
      Applicable Rate shall thereafter be 20%.




**(c)**  If
      the
      Maturity Date would fall on a day that is not a Business Day (as defined below),
      the payment due on the Maturity Date will be made on the next succeeding
      Business Day with the same force and effect as if made on the Maturity Date. **“Business
      Day”** means
      any day which is not a Saturday or Sunday and is not a day on which banking
      institutions are generally authorized or obligated to close in the city of
      New
      York, New York.




**(d)**  Payment
      of principal and interest on this Note shall be made by wire transfer of
      immediately available funds to an account designated by the Holder or by check
      sent to the Holder’s address set forth above or to such other address as the
      Holder may designate for such purpose from time to time by written notice to
      the
      Company, in such coin or currency of the United States as at the time of payment
      shall be legal tender for the payment of public and private debts.




**(e)**  The
      obligations to make the payments provided for in this Note are absolute and
      unconditional and not subject to any defense, set-off, counterclaim, rescission,
      recoupment or adjustment whatsoever. The Company hereby expressly waives demand
      and presentment for payment, notice of non-payment, notice of dishonor, protest,
      notice of protest and diligence in taking any action to collect any amount
      called for hereunder, and shall be directly and primarily liable for the payment
      of all sums owing and to be owing hereon, regardless of and without any notice,
      diligence, act or omission with respect to the collection of any amount called
      for hereunder.




2


**(f)**  The
      Company may prepay this Note in whole (and not in part) without
      penalty.




**(g)**  Unless
      this Note has been prepaid or converted in accordance with the terms hereof,
      in
      the event of the Company’s liquidation, the Company shall, at the Holder’s
      option, pay the principal of, and any accrued and unpaid interest on, this
      Note
      or convert this Note in accordance with Section 4(a) below.




**3.** **Ranking
      of Note.**




**(a)**  The
      Company, for itself, its successors and assigns, covenants and agrees, that
      the
      payment of the principal of and interest on this Note is senior in right of
      payment to the payment of all existing and future Junior Debt (as hereinafter
      defined). **“Junior
      Debt”** shall
      mean all existing and future Indebtedness (as hereinafter defined) other than
      (i) the Indebtedness represented by this Note, (ii) the Line of Credit (as
      defined below) and (iii) as otherwise agreed to by the Holder in writing. **“Indebtedness”** shall
      mean (A) any liability of the Company for borrowed money, (x) evidenced by
      a
      note, debenture, bond or other instrument of indebtedness (including, without
      limitation, a purchase money obligation), including any given in connection
      with
      the acquisition of property, assets or service, or (y) for the payment of rent
      or other amounts relating to capitalized lease obligations; (B) any liability
      of
      others of the nature described in clause (A) which the Company has guaranteed
      or
      which is otherwise its legal liability; and (C) any modification, renewal,
      extension, replacement or refunding of any such liability described in clause
      (A) or (B); provided, that Indebtedness does not include unsecured trade
      credit.




**(b)**  The
      Company covenants and agrees to use its commercially reasonable efforts to
      cause
      any current holder of Junior Debt and to cause any future holder of Junior
      Debt
      permitted to be incurred pursuant to this Note to execute such subordination
      agreements, instruments or waivers as may be necessary to reflect the terms
      set
      forth herein.




**(c)**  Mandalay
      acknowledges and agrees that the Company may seek to obtain a $5 million line
      of
      credit (the “ **Line
      of Credit** ”),
      and
      if the Company obtains such Line of Credit, the payment of principal and
      interest on this Note will be junior in right of payment to the payment of
      any
      Indebtedness represented by the Line of Credit. Mandalay shall execute such
      subordination agreements as may be reasonably required by the lender of such
      Line of Credit to reflect the foregoing.




**(d)**  Until
      the
      payment in full of all amounts of principal of, and interest on, this Note,
      and
      all other amounts owing under this Note, no payment may be made with respect
      to
      the principal of or other amounts owing with respect to any Junior Debt, or
      in
      respect of any redemption, retirement, purchase or other acquisition thereof;
      provided, that the Company may pay scheduled interest thereon so long as no
      Event of Default shall have occurred and be continuing.




**(e)**  Upon
      any
      payment or distribution of the assets of the Company, to creditors upon
      dissolution, total or partial liquidation or reorganization of, or similar
      proceeding relating to the Company, the Holder of the Note will be entitled
      to
      receive payment in full before any holder of Junior Debt is entitled to receive
      any payment.




3


**4.** **Conversion.**




**(a)**  Unless
      previously paid or converted in full, at the Holder’s option at any time, this
      Note shall convert, in whole or in part, into shares of common stock of the
      Company, par value $0.0001 (the “ **Common
      Stock** ”)
      or
      other Equity Securities (as defined below) as applicable. In the event the
      Holder elects to convert all or a portion of this Note as aforesaid, it shall
      deliver to the Company written notice of such election (a **“Conversion
      Notice”** ),
      which
      Conversion Notice shall state the portion of this Note which the Holder has
      elected to convert. The conversion of this Note into shares of Equity Securities
      shall take place on the next Business Day following the Company’s receipt of the
      Holder’s Conversion Notice or on such other date and at such other time as may
      be mutually agreed to by the Company and the Holder (such date hereinafter
      referred to as the **“Optional
      Conversion Date”** ).
      The
      number of shares of Equity Securities into which this Note (or portion of this
      Note) shall be convertible shall be determined by dividing (i) that portion
      of
      the principal and accrued interest of this Note being converted, by (ii) the
      lower of $20.00 or the price per share at which the Equity Securities (as
      hereinafter defined) are sold in the Qualified Financing (as hereinafter
      defined); **** provided
      that, if a Qualified Financing consists of two or more capital raises, the
      price
      per share shall be deemed to be the weighted average purchase price for such
      capital raises computed on a fully-converted basis .




**(b)**  For
      purposes hereof, a **“Qualified
      Financing”** shall
      mean the sale of Common Stock or other Equity Securities, the gross proceeds
      of
      which, in the aggregate, equal or exceed $10,000,000 (or such other amount
      as
      shall be agreed upon by the Company and Holder); **“Equity
      Securities”** shall
      mean the Common Stock or other equity securities issued in connection with
      such
      Qualified Financing.




**(c)**  Upon
      conversion of this Note pursuant to Section 4(a) or (b), the Holder shall be
      deemed to be the holder of record of the Common Stock, issuable upon such
      conversion (in either case, the **“Conversion
      Shares”** ),
      notwithstanding that the transfer books of the Company shall then be closed
      or
      certificates (if applicable) representing such Conversion Shares shall not
      then
      have been actually delivered to the Holder. If requested by the Holder and
      with
      the consent of the Company, as soon as practicable after the Optional Conversion
      Date or the closing of the Qualified Financing, as applicable, the Company
      shall
      issue and deliver to the Holder a certificate or certificates for the Conversion
      Shares registered in the name of the Holder or its designee(s); provided, that
      the Company, by notice given to the Holder promptly after the Optional
      Conversion Date or the closing of the Qualified Financing, as applicable, may
      require the Holder, as a condition to the delivery of such certificate or
      certificates, to present this Note to the Company.




**(d)**  The
      issuance of any Conversion Shares, and the delivery of certificates (if
      applicable) or other instruments representing the same, shall be made without
      charge to the Holder for any tax or other charge in respect of such issuance.
      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 any certificate
      in a name other than that of the Holder, and the Company shall not be required
      to issue or deliver any such certificate unless and until the person or persons
      requesting the issue 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.




4


**(e)**  The
      Holder shall not have, solely on account of such status as a holder of this
      Note, any rights of a stockholder of the Company, either at law or in equity,
      or
      any right to any notice of meetings of stockholders or of any other proceedings
      of the Company, except as provided in this Note.




**(f)**  The
      Company shall at all times reserve and keep available out of its authorized
      and
      unissued shares of Common Stock, solely for the purpose of providing for the
      exercise of the conversion rights provided for under this Section 4, such number
      of shares of Common Stock as shall, from time to time, be sufficient for
      issuance upon conversion of this Note in full. The Company covenants that all
      shares of Common Stock issuable upon conversion hereof shall be validly issued
      and free of preemptive rights (and, to the extent applicable, fully paid and
      nonassessable).




**(g)**  Upon
      conversion of this Note, if not already a party thereto, the Holder shall enter
      into the Company’s then current shareholders’ agreement, the form and substance
      of which shall be reasonably satisfactory to the Holder and its counsel.




**5.** **Negative
      Covenants.** The
      Company covenants and agrees with the Holder that, so long as any amount remains
      unpaid on this Note, unless the consent of the Holder is obtained, the Company
      shall not:




**(a)**  increase
      the number of authorized shares of Common Stock or other class or series of
      equity securities;




**(b)**  redeem
      or
      repurchase any of the Company’s outstanding shares of Common Stock or other
      equity securities;




**(c)**  consummate
      a merger, corporate reorganization or sale of Common Stock or other equity
      securities constituting 51% or more of the Company’s outstanding voting
      securities, voluntarily dissolve or liquidate, sell or exclusively license
      all
      or substantially all of the Company’s intellectual property, or consummate any
      transaction in which all or substantially all of the assets of the Company
      are
      sold;




**(d)**  pay
      or
      declare any distribution or dividend with respect to the Company’s Common Stock
      or other equity securities;




**(e)**  except
      for the Line of Credit, take any action that relates to or would result in
      the
      incurrence by the Company of Indebtedness;




5


**(f)**  draw
      down
      any amounts under the Line of Credit that would leave the Company with less
      than
      $2,000,000 of committed availability under the Line of Credit;




**(g)**  if
      the
      Line of Credit is obtained, permit the Line of Credit to expire or be terminated
      prior to repayment of this Note;




**(h)**  acquire
      any material business;




**(i)**  create
      any subsidiary, unless such subsidiary shall be a wholly-owned subsidiary and
      such subsidiary guarantees the Company’s obligations under this Note;




**(j)**  permit
      any subsidiary to authorize or issue any capital stock, membership units,
      partnership interests or other equity securities, or any option, warrant, put,
      call, note, debenture or other right exercisable, convertible or exchangeable
      for such subsidiary’s equity securities, to any person or entity other than to
      the Company; and




**(k)**  agree
      to,
      or permit any subsidiary to agree to, take any actions set forth above, except
      those actions contemplated by the letter of intent between the Company and
      Mandalay dated the date hereof.




**6.** **Affirmative
      Covenants.** The
      Company covenants and agrees with the Holder that, so long as any amount remains
      unpaid on this Note, the Company shall:




**(a)**  deliver
      to the Holder quarterly financial statements within 45 days after quarter-end,
      and annual financial statements within 90 days of year-end. In addition, Holder
      shall receive monthly statements of cash flow for the immediately preceding
      month and projections of cash flow for the next month within 10 days of the
      end
      of each calendar month;




**(b)**  promptly
      after the Company shall obtain knowledge of the occurrence of any Event of
      Default (as hereinafter defined) or any event which with notice or lapse of
      time
      or both would become an Event of Default (an Event of Default or such other
      event being a **“Default”** ),
      a
      notice specifying that such notice is a **“Notice
      of Default”** and
      describing such Default in reasonable detail, and, in such Notice of Default
      or
      as soon thereafter as practicable, a description of the action the Company
      has
      taken or proposes to take with respect thereto; and




**(c)**  permit
      the Holder to visit and inspect its properties and its books and records at
      reasonable times during normal business hours and on reasonable notice.




**7.** **Events
      of Default.**




**(a)**  The
      occurrence of any of the following events shall constitute an event of default
      (an **“Event
      of Default”** ):




6


**(i)**  A
      default
      in the payment of the principal or interest on this Note, when and as the same
      shall become due and payable (a **“Payment
      Default”** );




**(ii)**  A
      default
      in the performance, or a breach, of any covenant or agreement of the Company
      contained in this Note (other than a Payment Default) or in the Purchase
      Agreement or Security Agreement and continuance of such default or breach of
      for
      a period of 10 days after receipt of notice from the Holder as to such
      breach;




**(iii)**  Any
      material breach of a representation, warranty or certification made by the
      Company in or pursuant to this Note, the Purchase Agreement or the Security
      Agreement;




**(iv)**  A
      final
      judgment or judgments for the payment of money in excess of $250,000 in the
      aggregate shall be rendered by one or more courts, administrative or arbitral
      tribunals or other bodies having jurisdiction against the Company and the same
      shall not be discharged (or provision shall not be made for such discharge),
      or
      a stay of execution thereof shall not be procured, within 60 days from the
      date
      of entry thereof and the Company shall not, within such 60-day period, or such
      longer period during which execution of the same shall have been stayed, appeal
      therefrom and cause the execution thereof to be stayed during such appeal;
      and




**(v)**  The
      entry
      of a decree or order by a court having jurisdiction adjudging the Company as
      bankrupt or insolvent, or approving a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company, under
      federal bankruptcy law, as now or hereafter constituted, or any other applicable
      federal or state bankruptcy, insolvency or other similar law, and the
      continuance of any such decree or order unstayed and in effect for a period
      of
      60 days; or the commencement by the Company of a voluntary case under federal
      bankruptcy law, as now or hereafter constituted, or any other applicable federal
      or state bankruptcy, insolvency, or other similar law, or the consent by the
      Company to the institution of bankruptcy or insolvency proceedings against
      it,
      or the filing by the Company of a petition or answer or consent seeking
      reorganization or relief under federal bankruptcy law or any other applicable
      federal or state law, or the consent by the Company to the filing of such
      petition or to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator or similar official of the Company or of any substantial part
      of
      the property of the Company, or the making by the Company of an assignment
      for
      the benefit of creditors, or the admission by the Company in writing of its
      inability to pay its debts generally as they become due, or the taking of
      corporate action by the Company in furtherance of any such action.




**(b)**  Nothing
      contained in Section 7(a) hereof shall in any way limit or be construed as
      limiting the right of the Holder to demand payment of the principal of, and
      any
      accrued and unpaid interest on, this Note at any time or after October 15,
      2008
      pursuant to Section 2(a) of this Note.




7


**8.** **Remedies
      Upon Default.** Upon
      the
      occurrence of an Event of Default referred to in Section 7(a)(v), the principal
      amount then outstanding of, and the accrued interest on, this Note shall
      automatically become immediately due and payable without presentment, demand,
      protest or other formalities of any kind, all of which are hereby expressly
      waived by the Company. Upon the occurrence of an Event of Default referred
      to in
      Sections 7(a)(i) through (iv), the Holder, by notice in writing given to the
      Company, may declare the entire principal amount then outstanding of, and the
      accrued interest on, this Note to be due and payable immediately, and upon
      any
      such declaration the same shall become and be due and payable immediately,
      without presentation, demand, protest or other formalities of any kind, all
      of
      which are expressly waived by the Company. The Holder may institute such actions
      or proceedings in law or equity as it shall deem expedient for the protection
      of
      its rights and may prosecute and enforce its claims against all assets of the
      Company, and in connection with any such action or proceeding shall be entitled
      to receive from the Company payment of the principal amount of this Note plus
      accrued interest to the date of payment plus reasonable expenses of collection,
      including, without limitation, reasonable attorneys' fees and expenses actually
      incurred. For the avoidance of doubt, the foregoing is not intended as an
      exclusive remedy and Holder may enforce any other rights granted under this
      Note, the Security Agreement, any other agreement or otherwise under applicable
      law.




**9.** **Reclassifications
      and Reorganizations.** In
      case
      of any reclassification or reorganization of the Common Stock, or, in the case
      of any merger or consolidation of the Company with or into another entity
      (excluding a consolidation or merger in which the Company is the continuing
      entity that does not result in any reclassification or reorganization of the
      Common Stock), or, in the case of any sale or conveyance to another corporation
      or entity of the assets or other property of the Company as an entirety or
      substantially as an entirety, in connection with which the Company is dissolved,
      subject to the terms and provisions of Section 4 of this Note, the Holder shall
      thereafter have the right to convert this Note into the kind and amount of
      shares of stock or other securities or property (including cash) receivable
      upon
      such reclassification, reorganization, merger or consolidation, or upon a
      dissolution following any such sale or transfer, that the Holder would have
      received if the Holder had converted this Note pursuant to Section 4(a) hereof
      immediately prior to such event. The provisions of this Section 9 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.




**10.** **Miscellaneous.**




**(a)**  The
      terms
      and conditions of this Note shall inure to the benefit of and be binding upon
      the respective successors and assigns of the parties; provided, however, that
      neither party may assign any of its rights or obligations hereunder without
      the
      prior written consent of the other, except that the Holder may assign all or
      any
      portion of its rights hereunder to an affiliate of the Holder upon notice to
      the
      Company of same but without such consent. Assignment of all or any portion
      of
      this Note in violation of this Section 10(a) shall be null and void. Nothing
      in
      this Note, expressed or implied, is intended to confer upon any party other
      than
      the parties hereto or their respective successors and permitted assigns any
      rights, remedies, obligations, or liabilities under or by reason of this Note,
      except as expressly provided in this Note.




8


**(b)**  All
      notices and other communications required or permitted under this Note shall
      be
      in writing and shall be deemed delivered (i) when received, if delivered by
      hand
      delivery, (ii) three Business Days after being sent, certified or registered
      mail, return receipt requested, first class postage prepaid, or (iii) one
      Business Day after being sent by nationally recognized overnight courier,
      addressed (A) if to the Company, to 575 Broadway, New York, New York 10012,
      marked for the attention of Ron Chaimowitz, CEO; (B) if to Mandalay, to 2121
      Avenue of the Stars, Suite 2550, Los Angeles, California 90067, marked for
      the
      attention of Bruce L. Stein, CEO; or (C) if to any subsequent Holder, at the
      address of such Holder as provided to the Company. All written notices delivered
      by means other than as set forth above shall be deemed effective upon receipt.
      Any party may change the address to which notices, requests, consents or other
      communications hereunder are to be delivered by giving the other parties notice
      in the manner set forth in this Section 10(b).




**(c)**  Upon
      receipt of evidence satisfactory to the Company, of the loss, theft, destruction
      or mutilation of this Note (and upon surrender of this Note if mutilated),
      including an affidavit of the Holder thereof that this Note has been lost,
      stolen, destroyed or mutilated together with an indemnity against any claim
      that
      may be made against the Company on account of such lost, stolen, destroyed
      or
      mutilated Note, and upon reimbursement of the Company's reasonable incidental
      expenses, the Company shall execute and deliver to the Holder a new Note of
      like
      date, tenor and denomination.




**(d)**  No
      course
      of dealing and no delay or omission on the part of the Holder or the Company
      in
      exercising any right or remedy shall operate as a waiver thereof or otherwise
      prejudice the Holder's or the Company’s rights, powers or remedies, as the case
      may be. No right, power or remedy conferred by this Note upon the Holder or
      the
      Company shall be exclusive of any other right, power or remedy referred to
      herein or now or hereafter available at law, in equity, by statute or otherwise,
      and all such remedies may be exercised singly or concurrently.




**(e)**  If
      one or
      more provisions of this Note are held to be unenforceable under applicable
      law,
      such provision shall be excluded from this Note and the balance of this Note
      shall be interpreted as if such provision were so excluded and shall be
      enforceable in accordance with its terms. This Note may be amended only by
      a
      written instrument executed by the Company and the Holder hereof. Any amendment
      shall be endorsed upon this Note, and all future Holders shall be bound
      thereby.




**(f)**  This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, without giving effect to principles governing conflicts of
      law.




9







**(g)**  The
      Company irrevocably consents to the exclusive jurisdiction of any federal court
      located in the State of New York sitting in New York County, New York (provided
      that, if any such court does not have or does not accept jurisdiction, the
      Company consents to the jurisdiction of any state court in the State of New
      York
      sitting in New York County, New York) in connection with any action or
      proceeding arising out of or relating to this Note, any document or instrument
      delivered pursuant to, in connection with or simultaneously with this Note,
      or a
      breach of this Note or any such document or instrument.










*
      * * *
      *


10


**IN
      WITNESS WHEREOF** ,
      the
      Company has caused this Note to be executed and dated the day and year first
      above written.











GREEN
      SCREEN INTERACTIVE SOFTWARE, INC.








By:/s/ Ron Chaimowitz


Name:
      Ron
      Chaimowitz


Title:
      CEO








11