AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

This Amended and Restated Convertible Promissory Note is made as of April 11, 2005, and fully amends and restates the Convertible Promissory Note executed by Crystalix Group International, Inc., a Nevada corporation (“ Borrower ”) in favor of CMKXTREME, Inc., a Nevada corporation (also known as CMKXTREME.com) (“ Lender ”) dated September 23, 2004 (the “ Original Note ”).

Factual Background

A.        Borrower executed and delivered the Original Note to Lender on or about September 23, 2004.

B.         Borrower failed to make certain payments of principal and interest as provided in the Original Note.

C.        Lender and Borrower have agreed to amend and restate the Original Note as set forth below. Among other things, past due interest will be added to principal as set forth below.

Amended and Restated Note

The Original Note is hereby amended and restated to read in full as follows:

Crystalix Group International, Inc., a Nevada corporation (“ Borrower ”), promises to pay to the order of CMKXTREME, Inc., a Nevada corporation (“ Lender ”), at 30 Princeville Lane, Las Vegas, Nevada 89113, Two Million Dollars ($2,000,000), with interest on the unpaid principal balance.

(a)        Subject to Section 2(a) and Section 6 below, interest on the unpaid principal balance hereunder shall accrue at the rate of ten percent (10%) per annum (the “ Interest Rate ”) from the date hereof.

(b)       The Interest Rate shall be calculated on the basis of the unpaid principal balance hereunder and the actual number of days elapsed over a 365-day year. Notwithstanding anything contained in this Note to the contrary, if collection from Borrower of interest at the Interest Rate would be contrary to applicable laws, then the Interest Rate in effect on any day shall be the highest interest rate which may be collected from Borrower under applicable laws on such day.

(a)        Interest payable at the Interest Rate through October 31, 2004, and interest at the Default Rate (as defined below) from November 1, 2004 through May 31, 2005 shall be due and payable on the Maturity Date (as defined below).

(b)             Commencing on July 1, 2005, and continuing on the first day of each month thereafter, Borrower shall make a principal payment in the amount of $83,333, with all

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unpaid interest accruing from and after June 1, 2005 to June 30, 2005 at the Default Rate, and thereafter at the Interest Rate (subject to Section 6 below) on the amounts outstanding under this Note.

(c)             All outstanding principal and accrued unpaid interest shall be due and payable on October 1, 2007 (the “ Maturity Date ”), as such date may be accelerated pursuant to Section 5.

(a)             Except as provided below in Section 3(b), all payments (including payment and prepayments of principal of or other amounts in respect of the Advances or fees or other amounts) required under this Note shall be made by the Borrower to the Lender in lawful money of the United States of America and in immediately available funds.

(b)             From time to time, Lender may require Borrower to make any payment of the Convertible Portion (as defined below) of Borrower’s obligations under this Note in shares of Common Stock of Borrower (“Common Shares”) instead of lawful money of the United States of America and thereby convert all or any part of such Convertible Portion into that number of Common Shares, as is obtained by dividing the dollar amount that Lender elects to convert by the applicable Conversion Price (as defined below).

(c)             Subject to adjustment as provided in this Section, the “ Conversion Price ” shall be the lesser of (i) the average closing price of the Common Shares for the five (5) business days immediately prior to Lender’s delivery of notice of conversion, or (ii) $0.08. The “ Convertible Portion ” means (w) any payment of principal, interest, and any other amounts payable to Lender hereunder when due, (x) any prepayment tendered by Borrower under this Note, (y) all or any portion of the entire amount of Borrower’s obligations under this Note, upon a sale of fifty-one percent (51%) or more of the outstanding Common Stock of Borrower or a sale of all or substantially all of Borrower’s assets, or (z) if an Event of Default (as defined below) occurs, a portion of Borrower’s obligations under this Note not exceeding One Million Dollars ($1,000,000); provided, however , that upon the occurrence of a second Event of Default while the first Event of Default remains uncured, the entire amount of principal, interest and any other amounts payable by Lender hereunder shall be the Convertible Portion.

(d)             Within ten (10) days after delivery to Borrower of a notice of conversion with respect to that portion of the outstanding and unpaid principal or interest that Lender wishes to convert, Borrower shall (i) denote in its corporate records the ownership by Lender of the Common Shares so purchased, and (ii) unless this Note has been fully repaid or converted in full, issue to Lender a new Note, in identical form hereto and duly executed by Borrower, representing the portion of the Debt that has not been converted or repaid.

(e)             If Borrower shall (i) declare a dividend or make a distribution payable in Common Shares, (ii) subdivide or reclassify its outstanding Common Shares into a greater number of Common Shares, or (iii) combine its outstanding Common Shares into a smaller number of Common Shares, the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination,