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 THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

      


      CONVERTIBLE
        NOTE

      


      FOR
        VALUE
        RECEIVED, INCA
        Designs, Inc.,
        a
        Nevada company (hereinafter called “Borrower”), hereby promises to pay to
Plato
        & Associates, LLC,
        (the
“Holder”) or its registered assigns or successors in interest or order, without
        demand, the sum of Two Hundred Thousand Dollars ($200,000) (“Principal Amount”),
        with simple and unpaid interest thereon, on or before June 20, 2008 (the
        “Maturity Date”), if not sooner paid.

      


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

      


      ARTICLE
        I

      


      INTEREST;
        AMORTIZATION

      


        
        1.1.  Interest
        Rate.
        Interest payable on this Note shall accrue at a rate per annum (the “Interest
        Rate”) of ten percent (10%). Interest on the Principal Amount shall accrue from
        the date of this Note and shall be payable on the Maturity Date. Interest
        on the
        Notes will be computed on the basis of a 360-day year of twelve 30-day
        months.

      


      1.2
        Default
        Interest Rate.
        Following the occurrence and during the continuance of an Event of Default,
        which, if susceptible to cure is not cured within twenty (20) days, otherwise
        then from the first date of such occurrence, the annual interest rate on
        this
        Note shall automatically be increased to the highest percentage allowed by
        law.


       

      ARTICLE
        II

      


      CONVERSION
        RIGHTS

      


      2.1. Holder’s
        Conversion Rights.
        Subject
        to Section 2.2, the Holder shall have the right, but not the obligation at
        any
        time from the date of issuance of this Note, to convert all or any portion
        of
        the then aggregate outstanding Principal Amount of this Note, into shares
        of
        Common Stock, subject to the terms and conditions set forth in this Article
        II
        at a forty percent (40%) discount to the market price of the Borrower’s Common
        Stock or $.50 per share, whichever is lower. The “market price” shall be
        determined at the average of the closing bid of the Company’s Common Stock for
        the twenty (20) trading days immediately prior to the date of conversion.
        The
        Holder may exercise such right by delivery to the Borrower of a written Notice
        of Conversion pursuant hereto. 


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      2.2. Conversion
        Limitation.
        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
        2.2 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 2.2, in whole or in part, upon and
        effective after 61 days prior written notice to the Borrower. 

      


      2.3. Mechanics
        of Holder’s Conversion.
        

      


      (a) In
        the
        event that the Holder elects to convert any amounts outstanding under this
        Note
        into Common Stock, the Holder shall give notice of such election by delivering
        an executed and completed notice of conversion (a “Notice of Conversion”) to the
        Borrower, which Notice of Conversion shall provide a breakdown in reasonable
        detail of the Principal Amount, accrued interest and amounts being converted.
        The original Note is not
        required
        to be surrendered to the Borrower
        until
        all sums due under the Note have been paid. On each Conversion Date (as
        hereinafter defined) and in accordance with its Notice of Conversion, the
        Holder
        shall make the appropriate reduction to the Principal Amount, accrued interest
        and fees as entered in its records. Each date on which a Notice of Conversion
        is
        delivered or telecopied to the Borrower in accordance with the provisions
        hereof
        shall be deemed a “Conversion Date.” A form of Notice of Conversion
        to be employed by the Holder is annexed hereto as Exhibit A.

      


      (b) Pursuant
        to the terms of a Notice of Conversion, the Borrower will issue instructions
        to
        the transfer agent accompanied by an opinion of counsel, if so required by
        the
        Borrower’s transfer agent and shall cause the transfer agent to issue
        and
        deliver at such office to the Holder a certificate or certificates for the
        number of Common Shares to which such Holder shall be entitled as aforesaid.
        The
        person or persons entitled to receive the Common Shares issuable upon such
        conversion shall be treated for all purposes as the record holder or holders
        of
        such shares of Common Stock on the later of the date of the Conversion Notice
        or
        the date of compliance by the Holder with all the provisions of this Section
        2.3.

      


      2.4. Conversion
        Mechanics.

      


      (a) The
        number of shares of Common Stock to be issued upon each conversion of this
        Note
        pursuant to this Article II shall be determined by dividing that portion
        of the
        Principal Amount and interest and fees to be converted, if any, by the then
        applicable Fixed Conversion Price .

      


      (b) The
        number and kind of shares or other securities to be issued upon conversion
        shall
        be subject to adjustment from time to time upon the happening of certain
        events
        while this conversion right remains outstanding, as follows:


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      i. 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.

      


      ii. 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,
        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.

      


      iii. 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.

      


      (c) Whenever
        the Conversion Price is adjusted pursuant to Section 2.4(b) 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.

      


      (d) Nothing
        herein contained shall prohibit the Company from raising additional funds
        at a
        purchase price higher than the Fixed Conversion Price and any issuance of
        shares
        under these circumstances will not effect he number of shares to be issued
        hereunder.

       

      2.5. Reservation.
        During
        the period the conversion right exists, Borrower will reserve from its
        authorized and unissued Common Stock not less than
        one
        hundred
        seventy-five
        percent
        (175%)
        of the
        number of shares to provide for the issuance of Common Stock 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.

      


      2.6 Issuance
        of Replacement Note.
        Upon
        any partial conversion of this Note, a replacement Note containing the same
        date
        and provisions of this Note shall,
        at the
        written request of the Holder, be
        issued
        by the Borrower to the Holder for the outstanding Principal Amount of this
        Note
        and accrued interest which shall not have been converted or paid, provided
        Holder has surrendered an original Note to the Company. In the event that
        the
        Holder elects not to surrender a Note for reissuance upon partial payment
        or
        conversion, the Holder hereby indemnifies the Borrower against any and all
        loss
        or damage attributable to a third-party claim in an amount in excess of the
        actual amount then due under the Note.


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      ARTICLE
        III

      


      EVENTS
        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 Amount, interest or other
        sum
        due under this Note or any Transaction Document when due and such failure
        continues for a period of ten (10) business days after the due
        date.

      


      3.2 Breach
        of Covenant.
        The
        Borrower breaches any material covenant or other term or condition of the
        Securities Purchase Agreement, this Note or Transaction Document 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
        Securities Purchase Agreement, Transaction Document or in any agreement,
        statement or certificate given in writing pursuant hereto or in connection
        herewith or 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 or any Subsidiary of Borrower shall make an assignment for the benefit
        of creditors, or apply for or consent to the appointment of a receiver or
        trustee for them or for a substantial part of their 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 subsidiary of Borrower or any of their property or other
        assets
        for more than $25,000
        and shall remain unvacated, unbonded or unstayed for a period of forty-five
        (45)
days.

      


      3.6 Non-Payment.
        The
        Borrower shall have received a notice of default, which remains uncured for
        a
        period of more than twenty (20) business days, on the payment of any one
        or more
        debts or obligations aggregating in excess of $25,000 beyond any applicable
        grace period;

      


      3.7 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 or any Subsidiary of Borrower and if
        instituted against them are not dismissed within sixty (60) days
        of
        initiation.

      


      3.8 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 the Securities Purchase Agreement, and,
        if
        requested by Borrower, a replacement Note,
        and
        such failure continues for a period of five (5) business days after the due
        date.

       

      3.9 Reverse
        Splits.
        The
        Borrower effectuates a reverse split of its Common Stock without twenty days
        prior written notice to the Holder.


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      3.10 Cross
        Default.
        A
        default by the Borrower of a material term, covenant, warranty or undertaking
        of
        any Transaction Document or 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

      


      MISCELLANEOUS

      


      4.1 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.

      


      4.2 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:

      


      
        	 	
                for
                  the Company:

              	
                INCA
                  Designs, Inc.

              
	 	 	
                53
                  West 36th Street, 9th Floor

              
	 	 	
                New
                  York, NY 10018

              
	 	 	
                Attn:
                  Stacy Josloff, Chief Executive Officer

              
	 	 	
                Tel:
                  (212) 967-5212

              
	 	 	
                Fax:
                  (212) 967-5218

              
	 	 	 
	 	
                for
                  the Holder:

              	
                Plato
                  & Associates, LLC

              
	 	 	
                Attn:
                  Robert J. Smith, Managing Member

              
	 	 	
                Post
                  Office Box 1733

              
	 	 	
                Lakeland,
                  FL 33802

              


      

      


      4.3 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.

      


      4.4 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.

      


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


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


      4.6 Governing
        Law.
        This
        Note
        shall be governed by and construed in accordance with the laws of the State
        of
        New York, without regard to conflicts
        of laws
        principles that would result in the application of the substantive laws of
        another jurisdiction. 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. The
        prevailing party shall be entitled to recover from the other party its
        reasonable attorney’s fees and costs. In the event that any provision of this
        Note is invalid or unenforceable under any applicable statute or rule of
        law,
        then such provision shall be deemed inoperative to the extent that it may
        conflict therewith, and shall be deemed modified to conform to such statute
        or
        rule of law. Any such provision that may prove invalid or unenforceable under
        any law shall not affect the validity or unenforceability of any other provision
        of this Note. Nothing contained herein shall be deemed or operate to preclude
        the Holder from bringing suit or taking other legal action against the Borrower
        in any other jurisdiction to collect on the Borrower’s obligations to Holder, to
        realize on any collateral or any other security for such obligations, or
        to
        enforce a judgment or other court in favor of the Holder.

      


      4.7 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.

      


      4.8. 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.

      


      4.9 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 the rights
        of a
        shareholder of the Borrower with respect to the Shares of Common Stock to
        be
        received after delivery by the Holder of a Conversion Notice to the
        Borrower.

      


      IN
        WITNESS WHEREOF,
        Borrower has caused this Note to be signed in its name by an authorized officer
        as of the 21st
        day of
        June, 2007.

      


      
        	 	
                INCA
                  DESIGNS, INC.

              
	 	 
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Stacy Josloff

              	 
	 	 	
                     
                  Stacy Josloff, Chief Executive
                  Officer

              


      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      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 INCA Designs, Inc. (the “Borrower”) on
        June 20, 2008 into Shares of Common Stock of the Borrower according to the
        conditions set forth in such Note, as of the date written below.

       

      
        
          	
                  Date
                    of Conversion:

                	 


        

        


        


        
          	
                  Conversion
                    Price:

                	 


        

        


        


        Number
          of
          Shares of Common Stock Beneficially Owned on the Conversion Date:
          Less
          than 4.99% of the outstanding Common Stock of Borrower

        


        


        
          	
                  Shares
                    To Be Delivered:

                	 


        

        


        


        
          	
                  Signature:

                	 


        

        
 

        
          	
                  Print
                    Name:

                	 


        

        
 

        
          	
                  Address:

                	 


        

        
 

        
          	 


        

        


        
          
             

          

          
            7