EXHIBIT
      10.2 CONVERTIBLE PROMISSORY NOTE

    


    


    


    PROMISSORY
      NOTE

    


    Dated
      March 19, 2007

    


    Mesa,
      Maricopa County, Arizona

    


    1.  Promise
      to Pay.
      For
      value received, B2 Digital, Inc., a Delaware corporation, ("Maker") promises
      to
      pay to Eagle West Communications, Inc., a Nevada corporation, (“Payee”), or
      order, in care of Johnson, Rasmussen, Robinson & Allen, P.L.C., 48 North
      Macdonald, Mesa, Arizona 85201, or at such other place as Payee shall designate
      in writing, the principal amount of Six Hundred Thousand Dollars
      ($600,000.00).

    


    2.  Payment
      Terms.
      This
      Note shall bear 7.5% interest until the due date. The principal amount due
      under
      this Note shall be payable in full on or before March 19, 2008. Maker may prepay
      all or any portion of this Note without penalty. Conversion of note to Shares
      @
      $.20 at selection of seller:

    


    3.  Default.
      Maker
      will be in default if any of the following happens: (a) Maker fails to make
      payment when due; (b) Maker breaks any promise Maker has made to Payee, or
      Maker
      fails to comply with or to perform when due any other term, obligation, covenant
      or condition contained in this Note or in the Security Agreement of even date
      herewith (the “Security Agreement”); (c) Maker becomes insolvent, a receiver is
      appointed for any part of the Collateral, Maker makes an assignment for the
      benefit of creditors, or any proceeding is commenced by Maker or against Maker
      under any bankruptcy or insolvency laws, provided, however, the foregoing
      provisions as they relate to bankruptcy and insolvency shall not apply in the
      event of a good faith dispute by Maker as to the validity or reasonableness
      of
      the claim which is the basis of the proceeding.

    


    4.  Payee’s
      Rights; Default Interest.
      If
      Maker has failed to cure any default within five (5) days of written notice
      thereof, Payee may declare the entire unpaid principal balance on this Note
      and
      all accrued but unpaid interest, if any, immediately due, and within ten (10)
      days of receiving written notice thereof Maker will pay that amount. In
      addition, from the date of default and until the entire amount due under this
      Note has been paid in full, interest shall accrue on the unpaid principal and
      interest due under this Note at the rate of 1 1⁄2 percent per month. Payee may
      hire or pay someone else to help collect this Note if Maker does not pay. Maker
      also will pay Payee amounts reasonably charged by such person. This includes,
      subject to any limits under applicable law, Payee’s reasonable attorneys’ fees
      and Payee’s legal expenses whether or not there is a lawsuit, including
      reasonable attorneys’ fees and legal expenses for bankruptcy proceedings
      (including efforts to modify or vacate any automatic stay or injunction),
      appeals, and any anticipated post-judgment collection services. If not
      prohibited by applicable law, Maker will also pay any court costs, in addition
      to all other sums provided by law. This Note has been delivered to Payee and
      accepted by Payee in the State of Arizona. If there is a lawsuit, the parties
      agree to submit to the exclusive jurisdiction of the Superior Court in Maricopa
      County, Arizona. This Note shall be governed by and construed in accordance
      with
      the laws of the State of Arizona.

    5.  Collateral.
      This
      Note is secured by certain assets covered by the Security Agreement and one
      or
      more UCC-1 Financing Statements, all of the terms, conditions and covenants
      of
      which are hereby incorporated into and made a part of this Note.

    


    6.  General
      Provisions.
      Payee
      may delay or forego enforcing any of its rights or remedies under this Note
      without losing them. Except as otherwise provided herein, Maker, to the extent
      allowed by law, waives presentment, demand for payment, protest and notice
      of
      dishonor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    PRIOR
      TO SIGNING THIS NOTE, MAKER HAS READ AND UNDERSTANDS ALL THE PROVISIONS OF
      THIS
      NOTE. MAKER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A
      COMPLETED COPY OF THIS NOTE.

    


    Maker:

    


    B2
      Digital, Inc.

    


    


    By
      Robert
      Russell Date:
      March 19, 2007

      Robert
      Russell

    


    Its:
      C.E.O.