SECOND AMENDMENT, MODIFICATION AND CONSENT TO
                         TRANSACTION DOCUMENTS AGREEMENT


      Agreement made this 11th day of August, 2006 ("Second Amendment") among
Conspiracy Entertainment Holdings, Inc., a Utah corporation (the "Company"), and
the signators hereto who are Lenders or successors to Lenders under certain
Securities Purchase Agreements with the Company dated as of August 31, 2004
("First Closing Date") and January 31 2005 ("Second Closing Date"), as amended
pursuant to an Amendment, Modification and Consent to Transaction Documents
Agreement on August 5, 2005 ("First Amendment").

      For good and valuable mutual consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

      1. All capitalized terms herein shall have the meanings ascribed to them
in the Securities Purchase Agreements and related documents ("Transaction
Documents").

      2. The Company and the Lenders hereby agree to deem the Transaction
Documents amended to reflect the additional Purchase Price ("August 2006
Purchase Price") as set forth on Schedule A hereto. Purchase Price shall mean
the aggregate of the Purchase Price in connection with the First Closing Date,
Second Closing Date, the Additional Purchase Price pursuant to the First
Amendment and the August 2006 Purchase Price.

      3. An additional Closing (the "August 2006 Closing") shall take place on
or before August 10, 2006 (the "August 2006 Closing Date") in connection with
the August 2006 Purchase Price and the Notes to be issued in connection
therewith (the "Notes") (a form of which has been approved by the Company and
Lenders), upon satisfaction of all conditions to Closing set forth in this
Second Amendment. The Notes to be delivered on the August 2006 Closing Date are
included in the definition of "Securities" in the Transaction Documents.

      4. All the representations, warranties and undertakings made by the
Company in the Transaction Documents as of the First Closing Date, Second
Closing Date, and Subsequent Closing Date (as defined in the First Amendment),
other than the Company's undertaking to prepare or file any Registration
Statement or use its reasonable best efforts to cause such Registration
Statement to be declared effective by the Securities Exchange Commission, are
hereby made by the Company as of the August 2006 Closing Date, as if such
representations, warranties and undertakings were also made and given on the
August 2006 Closing Date.

      5. All of the covenants and conditions set forth in the Transaction
Documents other than the Company's undertaking to prepare or file any
Registration Statement or use its reasonable best efforts to cause such
Registration Statement to be declared effective by the Securities Exchange
Commission are hereby adopted and renewed by the Company as of and for the
August 2006 Closing Date.

      6. On or before the August 2006 Closing Date, the Company will deliver to
the Lenders the Notes issued as of the August 2006 Closing Date in the amounts
set forth on Schedule A hereto in connection with the August 2006 Purchase
Price. Thereafter each Lender will deliver its August 2006 Purchase Price to the
Company pursuant to wire instructions annexed hereto as Schedule B. The August
2006 Closing Date will be the date the Lenders give instructions for the August
2006 Purchase Price to be transmitted to Company.

      7. The Conversion Price of the Debentures issued on or about the First
Closing Date and Second Closing Date for each of the Lenders, Stonestreet
Limited Partnership, Whalehaven Fund Limited and Whalehaven Capital LP, is
hereby amended to be the lesser of $0.02 or seventy percent (70%) of the average
of the five lowest closing bid prices for the Company's Common Stock as reported
by Bloomberg, L.P. for the thirty (30) trading days prior to a Conversion Date.


<PAGE>

      8. The Maturity Date of the Notes to be issued on the August 2006 Closing
Date will be February 1, 2007.

      9. Provided an Event of Default has not occurred, then on each of the
thirtieth and sixtieth days after the August 2006 Closing Date, the Company will
deliver a Note in the amount of $20,000 to each of the two Lenders. Such Notes
will be identical to the Notes to be issued on the August 2006 Closing Date
except as to the principal amount of the Notes. The Maturity Date of such Notes
will be February 1, 2007. The holders of such Notes are granted the same rights
and benefits in connection therewith as the holders of the Notes issued in
connection with the August 2006 Closing. Upon receipt of each such Note, each
Lender recipient shall wire $20,000 to the Company pursuant to the wire
instructions set forth on Schedule B hereto.

      10. On the August 2006 Closing Date, the Company will deliver to the
Lenders signed resignations of all of its officers and directors
("Resignations") in form acceptable to Lenders. In the event that the Company
does not timely file a Form 10-QSB or Form 10-KSB reflecting that the
Projections set forth on Schedule C required to be achieved have been timely
achieved, then the Lenders will not be required to purchase the Notes described
in Section 9 above, and the Lenders will be permitted to immediately accept the
Resignations on behalf of the board of directors and officers of the Company. If
an Event of Default (as defined in the Notes), occurs and the Lenders seek to
enforce their rights in the Notes or the Debentures issued on or about the First
Closing Date and the Second Closing Date (the "Debentures") then the Lenders
will be permitted to immediately accept the Resignations on behalf of the board
of directors and officers of the Company. In the event that the Projections set
forth on Schedule C are timely achieved and the Notes and the Debentures are
paid in full or cancelled, the Resignations shall immediately thereafter be
deemed to be void. The rights described in this Section 10 may be enforced by
the Lender by temporary or permanent injunction and specific performance.


      11. The parties hereto acknowledge and agree that the Security Interest
Agreements executed by the Company and Lenders on or about the First Closing
Date and Second Closing Date shall relate to the August 2006 Purchase Price as
if such August 2006 Purchase Price had been paid and released to the Company on
the First Closing Date. The obligations arising under the Transaction Documents
entered into in connection with the Notes and the August 2006 Purchase Price are
included as a component of the Obligations as defined in the Security Interest
Agreements. The Lenders or their agent or a representative are authorized by the
Company to file an additional filing or amendment to any and all UCC-1 or UCC-3
Financing Statements filed on behalf of the Lenders.

      12. The August 2006 Purchase Price will be used by the Company exclusively
as follows: to pay the Company's administrative expenses and investor relations.

      13. In connection with the transactions described in this Second
Amendment, Palladium Capital Advisors, LLC will be paid a commission of 500,000
restricted shares of the Company' Common Stock ("Commission Shares"). The
Commission Shares will be issued and delivered not later than five business days
after the August 2006 Closing Date. The Commission Shares will be issued as
follows: Palladium Capital Advisors LLC - 125,000 Shares and Moshe Hartstein -
375,000 Shares. The holders of the Commission Shares are granted the same
registration rights granted to the Lenders in connection with the Notes to be
issued on the August 2006 Closing Date.

      14. Any failure by the Company to comply with any term of this Second
Amendment shall be an Event of Default under the Transaction Documents and Notes
and a material breach of the Company's obligations.

      15. The undersigned consent to the amendment of all Schedules, Exhibits
and documents including but not limited to the Security Interest Agreements to
include the August 2006 Purchase Price.


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<PAGE>

      16. The attorney for the Lenders will receive legal fees from the Company
of $4,000 which will be payable on the August 2006 Closing Date and held back by
Lenders from the August 2006 Purchase Price.

      17. This Agreement may be signed in one or more counterparts, each of
which shall be deemed an original.

      18. A facsimile transmission of this signed Agreement shall be legal and
binding on all parties hereto.

      19. The parties hereto agree to expeditiously proceed with the August 2006
Closing.

      20. Except as amended hereby all other terms of the Transaction Documents
shall remain in full force and effect including but not limited to those terms
governing venue, jurisdiction and governing law, which shall also apply to this
Second Amendment.

      IN WITNESS WHEREOF, the undersigned have executed and delivered this
Second Amendment as of the date first written above.

"COMPANY"
CONSPIRACY ENTERTAINMENT
HOLDINGS, INC.,
a Utah corporation


By: _____________________________________


Its: _____________________________________


                                   "LENDERS":




--------------------------------          ------------------------------
ALPHA CAPITAL ANSTALT                     WHALEHAVEN CAPITAL FUND, LTD



--------------------------------          ------------------------------
STONESTREET LIMITED PARTNERSHIP           WHALEHAVEN FUND LIMITED


--------------------------------
WHALEHAVEN CAPITAL LP


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<PAGE>



                         SCHEDULE A TO SECOND AMENDMENT



----------------------------------------------------------------------
SUBSCRIBER                                       AUGUST 2006
                                                 PURCHASE PRICE
----------------------------------------------------------------------
ALPHA CAPITAL ANSTALT                            $123,500.00
Pradafant 7,
Furstentums 9490
Vaduz, Liechtenstein
Fax: 011-42-32323196
----------------------------------------------------------------------
WHALEHAVEN CAPITAL FUND LIMITED                  $123,500.00
3rd Floor, 14 Par-La-Ville Road
Hamilton HM08, Bermuda
Fax: 441 292-1373
----------------------------------------------------------------------
TOTAL                                            $247,000
----------------------------------------------------------------------


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<PAGE>



                         SCHEDULE B TO SECOND AMENDMENT


Wire Instructions:


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<PAGE>



                                   SCHEDULE C

                                   PROJECTIONS


      The Company must timely file reports on Form 10-QSB or Form 10-KSB,
showing gross revenues from sales in the ordinary course of business net of
returns as follows:

      2nd quarter of 2006                             $343,000

      3rd quarter of 2006                             $351,000

      4th quarter of 2006                             $450,000





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