THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO CONSPIRACY ENTERTAINMENT HOLDINGS, INC. THAT SUCH REGISTRATION
      IS NOT REQUIRED.

    


    
      	
              Principal
                Amount $40,000.00 

            	
              Issue
                Date: March 30, 2007

            


    

    


    SECURED
      CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah corporation
      (hereinafter called "Borrower"), hereby promises to pay to ALPHA CAPITAL
      ANSTALT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein, Fax:
      011-42-32323196 (the "Holder") or order, without demand, the sum of Forty
      Thousand Dollars ($40,000.00), with interest accruing thereon, on August 1,
      2007
      (the "Maturity Date"), if not retired sooner.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower and the Holder, dated of even date herewith (the “Subscription
      Agreement”), and shall be governed by the terms of such Subscription Agreement.
      Unless otherwise separately defined herein, all capitalized terms used in this
      Note shall have the same meaning as is set forth in the Subscription Agreement.
      The following terms shall apply to this Note:

    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Interest
      Rate.
      Interest payable on this Note shall accrue at the annual rate of fifteen percent
      (15%) and be payable on the Maturity Date, accelerated or otherwise, when the
      principal and remaining accrued but unpaid interest shall be due and payable,
      or
      sooner as described below.

    


    1.2 Payment
      Grace Period.
      The
      Borrower shall have a five (5) day grace period to pay any monetary amounts
      due
      under this Note, after which grace period a default interest rate of eighteen
      percent (18%) per annum.

    


    1.3 Conversion
      Privileges.
      The
      Conversion Privileges set forth in Article II shall remain in full force and
      effect immediately from the date hereof and until the Note is paid in full
      regardless of the occurrence of an Event of Default. The Note shall be payable
      in full on the Maturity Date, unless previously converted into Common Stock
      in
      accordance with Article II hereof; provided, that if an Event of Default has
      occurred, the Borrower may not pay this Note, without the consent of the Holder,
      until one year after the later of the date the Event of Default has been cured
      or one year after the Maturity Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO CONSPIRACY ENTERTAINMENT HOLDINGS, INC. THAT SUCH REGISTRATION
      IS NOT REQUIRED.

    


    
      	
              Principal
                Amount $40,000.00

            	
              Issue
                Date: March 30, 2007

            


    

    


    SECURED
      CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah corporation
      (hereinafter called "Borrower"), hereby promises to pay to WHALEHAVEN CAPITAL
      FUND LIMITED, 3rd
      Floor,
      14 Par-Laville Road, Hamilton, Bermuda HM08, Fax: (441) 292-1373 (the "Holder")
      or order, without demand, the sum of Forty Thousand Dollars ($40,000.00), with
      interest accruing thereon, on August 1, 2007 (the "Maturity Date"), if not
      retired sooner.

    


    This
      Note
      has been entered into pursuant to the terms of a subscription agreement between
      the Borrower and the Holder, dated of even date herewith (the “Subscription
      Agreement”), and shall be governed by the terms of such Subscription Agreement.
      Unless otherwise separately defined herein, all capitalized terms used in this
      Note shall have the same meaning as is set forth in the Subscription Agreement.
      The following terms shall apply to this Note:

    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Interest
      Rate.
      Interest payable on this Note shall accrue at the annual rate of fifteen percent
      (15%) and be payable on the Maturity Date, accelerated or otherwise, when the
      principal and remaining accrued but unpaid interest shall be due and payable,
      or
      sooner as described below.

    


    1.2 Payment
      Grace Period.
      The
      Borrower shall have a five (5) day grace period to pay any monetary amounts
      due
      under this Note, after which grace period a default interest rate of eighteen
      percent (18%) per annum.

    


    1.3 Conversion
      Privileges.
      The
      Conversion Privileges set forth in Article II shall remain in full force and
      effect immediately from the date hereof and until the Note is paid in full
      regardless of the occurrence of an Event of Default. The Note shall be payable
      in full on the Maturity Date, unless previously converted into Common Stock
      in
      accordance with Article II hereof; provided, that if an Event of Default has
      occurred, the Borrower may not pay this Note, without the consent of the Holder,
      until one year after the later of the date the Event of Default has been cured
      or one year after the Maturity Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the principal and any interest due under
      this Note into Shares of the Borrower's Common Stock, $.001 par value per share
      (“Common Stock”) as set forth below.

    


    2.1. Conversion
      into the Borrower's Common Stock.

    


    (a) The
      Holder shall have the right from and after the date of the issuance of this
      Note
      and then at any time until this Note is fully paid, to convert any outstanding
      and unpaid principal portion of this Note, and accrued interest, at the election
      of the Holder (the date of giving of such notice of conversion being a
      "Conversion Date") into fully paid and nonassessable shares of Common Stock
      as
      such stock exists on the date of issuance of this Note, or any shares of capital
      stock of Borrower into which such Common Stock shall hereafter be changed or
      reclassified, at the conversion price as defined in Section 2.1(b) hereof (the
      "Conversion Price"), determined as provided herein. Upon delivery to the
      Borrower of a completed Notice of Conversion, a form of which is annexed hereto,
      Borrower shall issue and deliver to the Holder within three (3) business days
      after the Conversion Date (such third day being the “Delivery Date”) that number
      of shares of Common Stock for the portion of the Note converted in accordance
      with the foregoing. At the election of the Holder, the Borrower will deliver
      accrued but unpaid interest on the Note, if any, through the Conversion Date
      directly to the Holder on or before the Delivery Date (as defined in the Second
      Amendment). The number of shares of Common Stock to be issued upon each
      conversion of this Note shall be determined by dividing that portion of the
      principal of the Note and interest, if any, to be converted, by the Conversion
      Price.

    


    (b)  Subject
      to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
      share shall be the lesser of $0.02, or seventy percent (70%) of the average
      of
      the three (3) lowest closing bid prices for the Common Stock as reported by
      Bloomberg L.P. for the thirty trading days preceding a Conversion
      Date.

    


    (c) 
      The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 2.1(a), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

    


    A. Merger,
      Sale of Assets, etc. If the Borrower at any time shall consolidate with or
      merge
      into or sell or convey all or substantially all its assets to any other
      corporation, this Note, as to the unpaid principal portion thereof and accrued
      interest thereon, shall thereafter be deemed to evidence the right to purchase
      such number and kind of shares or other securities and property as would have
      been issuable or distributable on account of such consolidation, merger, sale
      or
      conveyance, upon or with respect to the securities subject to the conversion
      or
      purchase right immediately prior to such consolidation, merger, sale or
      conveyance. The foregoing provision shall similarly apply to successive
      transactions of a similar nature by any such successor or purchaser. Without
      limiting the generality of the foregoing, the anti-dilution provisions of this
      Section shall apply to such securities of such successor or purchaser after
      any
      such consolidation, merger, sale or conveyance.

    


    B. Reclassification,
      etc. If the Borrower at any time shall, by reclassification or otherwise, change
      the Common Stock into the same or a different number of securities of any class
      or classes that may be issued or outstanding, this Note, as to the unpaid
      principal portion thereof and accrued interest thereon, shall thereafter be
      deemed to evidence the right to purchase an adjusted number of such securities
      and kind of securities as would have been issuable as the result of such change
      with respect to the Common Stock immediately prior to such reclassification
      or
      other change.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    C. Stock
      Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
      or combined into a greater or smaller number of shares of Common Stock, or
      if a
      dividend is paid on the Common Stock in shares of Common Stock, the Conversion
      Price shall be proportionately reduced in case of subdivision of shares or
      stock
      dividend or proportionately increased in the case of combination of shares,
      in
      each such case by the ratio which the total number of shares of Common Stock
      outstanding immediately after such event bears to the total number of shares
      of
      Common Stock outstanding immediately prior to such event..

     

    D. Share
      Issuance. So long as this Note is outstanding, if the Borrower shall issue
      or
      agree to issue any shares of Common Stock for a consideration less than the
      Conversion Price in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Conversion Price shall be reduced to
      such
      other lower issue price. For purposes of this adjustment, the issuance of any
      security carrying the right to convert such security into shares of Common
      Stock
      or of any warrant, right or option to purchase Common Stock shall result in
      an
      adjustment to the Conversion Price upon the issuance of the above-described
      security and again upon the issuance of shares of Common Stock upon exercise
      of
      such conversion or purchase rights if such issuance is at a price lower than
      the
      then applicable Conversion Price. The reduction of the Conversion Price
      described in this paragraph is in addition to other rights of the Holder
      described in this Note and the Second Amendment.

    


    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly mail to the Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.

    


    (e) During
      the period the conversion right exists, Borrower will reserve from its
      authorized and unissued Common Stock not less than an amount of Common Stock
      equal to 200% of the amount of shares of Common Stock issuable upon the full
      conversion of this Note. Borrower represents that upon issuance, such shares
      will be duly and validly issued, fully paid and non-assessable. Borrower agrees
      that its issuance of this Note shall constitute full authority to its officers,
      agents, and transfer agents who are charged with the duty of executing and
      issuing stock certificates to execute and issue the necessary certificates
      for
      shares of Common Stock upon the conversion of this Note.

    


    2.2 Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof. Upon partial conversion of this Note, a new Note containing
      the
      same date and provisions of this Note shall, at the request of the Holder,
      be
      issued by the Borrower to the Holder for the principal balance of this Note
      and
      interest which shall not have been converted or paid.

    


    2.3 Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares of Common Stock which would be
      in
      excess of the sum of (i) the number of shares of Common Stock beneficially
      owned
      by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock
      issuable in connection with the unconverted portion of the Note, and (iii)
      the
      number of shares of Common Stock issuable upon the conversion of the Note with
      respect to which the determination of this provision is being made on a
      Conversion Date, which would result in beneficial ownership by the Holder and
      its affiliates of more than 4.99% of the outstanding shares of Common Stock
      of
      the Borrower on such Conversion Date. For the purposes of the provision to
      the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
      shall not be limited to aggregate conversions of only 4.99% and aggregate
      conversion by the Holder may exceed 4.99%. The Holder shall have the authority
      and obligation to determine whether the restriction contained in this Section
      2.3 will limit any conversion hereunder and to the extent that the Holder
      determines that the limitation contained in this Section applies, the
      determination of which portion of the Notes are convertible shall be the
      responsibility and obligation of the Holder. The Holder may waive the conversion
      limitation described in this Section 2.3, in whole or in part, upon and
      effective after 61 days prior written notice to the Borrower to increase such
      percentage to up to 9.99%. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    3.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of principal, interest or other sum due
      under this Note when due and such failure continues for a period of five (5)
      days after the due date. The five (5) day period described in this Section
      3.1
      is the same five (5) day period described in Section 1.2 hereof.

    


    3.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of the Second
      Amendment or this Note in any material respect and such breach, if subject
      to
      cure, continues for a period of ten (10) business days after written notice
      to
      the Borrower from the Holder.

    


    3.3 Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, in the Second
      Amendment, or in any agreement, statement or certificate given in writing
      pursuant hereto or in connection therewith shall be false or misleading in
      any
      material respect as of the date made and the Closing Date.

    


    3.4 Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

    


    3.5 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $50,000, and
      shall
      remain unvacated, unbonded or unstayed for a period of forty-five (45)
      days.

    


    3.6 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within 45 days of initiation.

    


    3.7  Delisting.
      Delisting of the Common Stock from any Principal Market; failure to comply
      with
      the requirements for continued listing on a Principal Market for a period of
      seven consecutive trading days; or notification from a Principal Market that
      the
      Borrower is not in compliance with the conditions for such continued listing
      on
      such Principal Market.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.8 Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $100,000 for more than twenty days after the due
      date, unless the Borrower is contesting the validity of such obligation in
      good
      faith.

    


    3.9 Stop
      Trade.
      An SEC
      or judicial stop trade order or any trading suspension that lasts for five
      or
      more consecutive trading days.

    


    3.10 Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to timely deliver Common Stock to the Holder pursuant to
      and
      in the form required by this Note or, if required, a replacement
      Note.

    


    3.11 Non-Registration
      Event.
      The
      Borrower’s failure to comply with the registration obligations set forth in
      Section 11 of the Subscription Agreement.

    


    3.12 Reservation
      Default.
      Failure
      by the Borrower to have reserved for issuance upon conversion of the Note the
      amount of Common stock as set forth in this Note and the Subscription
      Agreement.

    


    3.13 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any other agreement to which the Borrower and Holder are parties, or the
      occurrence of a material event of default under any such other agreement which
      is not cured after any required notice and/or cure period.

    


    ARTICLE
      IV

    


    SECURITY
      INTEREST

    


    4. Security
      Interest/Waiver of Automatic Stay.
      This
      Note is secured by a security interest granted to the Holder. The Borrower
      acknowledges and agrees that should a proceeding under any bankruptcy or
      insolvency law be commenced by or against the Borrower, or if any of the
      Collateral (as defined in the Security Agreement) should become the subject
      of
      any bankruptcy or insolvency proceeding, then the Holder should be entitled
      to,
      among other relief to which the Holder may be entitled under the Transaction
      Documents and any other agreement to which the Borrower and Holder are parties
      (collectively, "Loan Documents") and/or applicable law, an order from the court
      granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section
      362 to permit the Holder to exercise all of its rights and remedies pursuant
      to
      the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE
      BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE,
      THE
      BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362
      NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE
      (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT,
      CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE
      ANY
      OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.
      The
      Borrower hereby consents to any motion for relief from stay that may be filed
      by
      the Holder in any bankruptcy or insolvency proceeding initiated by or against
      the Borrower and, further, agrees not to file any opposition to any motion
      for
      relief from stay filed by the Holder. The Borrower represents, acknowledges
      and
      agrees that this provision is a specific and material aspect of the Loan
      Documents, and that the Holder would not agree to the terms of the Loan
      Documents if this waiver were not a part of this Note. The Borrower further
      represents, acknowledges and agrees that this waiver is knowingly, intelligently
      and voluntarily made, that neither the Holder nor any person acting on behalf
      of
      the Holder has made any representations to induce this waiver, that the Borrower
      has been represented (or has had the opportunity to he represented) in the
      signing of this Note and the Loan Documents and in the making of this waiver
      by
      independent legal counsel selected by the Borrower and that the Borrower has
      discussed this waiver with counsel.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

    


    MISCELLANEOUS

    


    5.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    5.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: Conspiracy Entertainment
      Holdings, Inc., 612 Santa Monica Boulevard, Santa Monica, CA 90401, Attn: Keith
      Tanaka, CFO, telecopier: (310) 260-1450, with a copy by telecopier only to:
      Sichenzia
      Ross Friedman Ference LLP, 1065 Avenue of Americas, 21st
      Floor,
      New York, NY 10018, Attn: Marc J. Ross, Esq., telecopier:
      (212) 930-9725, and (ii) if to the Holder, to the name, address and telecopy
      number set forth on the front page of this Note, with a copy by telecopier
      only
      to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
      10176, telecopier number: (212) 697-3575.

    


    5.3 Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    5.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and
      assigns.

    


    5.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    5.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the state
      courts of New York or in the federal courts located in the state of New York.
      Both parties and the individual signing this Agreement on behalf of the Borrower
      agree to submit to the jurisdiction of such courts. The prevailing party shall
      be entitled to recover from the other party its reasonable attorney's fees
      and
      costs.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

    


    5.8 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the shares of Common Stock
      to
      be received by Holder after delivery by the Holder of a Conversion Notice to
      the
      Borrower.

    


    5.9 Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party against
      the other.

    


    5.10 Remedies.
      This
      Note shall be deemed an unconditional obligation of Borrower for the payment
      of
      money and, without limitation to any other remedies available to Holder. This
      Note may be enforced against Borrower by summary proceeding pursuant to N.Y.
      Civil Procedure Law and rules Sect. 3213 or any similar rule or statute in
      the
      jurisdiction where enforcement is sought.

    


    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ____ day of March, 2007.

     

     

    
      	 	 	 
	 	CONSPIRACY
              ENTERTAINMENT HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


WITNESS:

    


    


    
      

    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    NOTICE
      OF CONVERSION

    


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

     

    The
      undersigned hereby elects to convert $_________ of the principal and $_________
      of the interest due on the Note issued by Conspiracy Entertainment Holdings,
      Inc. on March 30, 2007 into Shares of Common Stock of Conspiracy Entertainment
      Holdings, Inc. (the "Borrower") according to the conditions set forth in such
      Note, as of the date written below.

     

    
      	
              Date
                of Conversion:

            	 
	 	 
	 	 
	
              Conversion
                Price:

            	 
	 	 
	 	 
	
              Shares
                To Be Delivered:

            	 
	 	 
	 	 
	
              Signature:

            	 
	 	 
	 	 
	
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