BBKO, INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.65

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAS IT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS NOTE WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AND AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL SATISFACTORY TO BORROWER, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.

FOR VALUE RECEIVED, the undersigned, BBKO, Inc. (“Borrower” or the “Company”), a Nevada corporation and a wholly owned subsidiary of ORBIT BRANDS CORPORATION (“ORBIT”), a Delaware C corporation and a NASDAQ Pink Sheet-listed public company, promises to pay to the order of Cleveland BioLabs, Inc. (“Lender”), in lawful money of the United States of America, the principal sum of Twenty-Five Thousand and No/100 Dollars ($25,000), together with interest thereon from the date hereof until this Note is paid in full.

1.   Repayment of the Principal Sum . The Principal Sum shall be due and payable in one (1) installment of Twenty-Five Thousand and No/100 Dollars ($25,000), 365 days following the date set forth above (the “ Maturity Date ”).

2.   Interest : Interest shall accrue on the Principal Sum commencing the date set forth above (the “Interest Accrual Date”). From the Interest Accrual Date until the Maturity Date, interest shall accrue on the unpaid Principal Sum at the rate of five percent (5%) per annum. Unless this Note is converted in accordance with Section 3 below, accrued and unpaid interest shall be payable, together with the unpaid Principal Sum, on the Maturity Date. If the Maturity Date should fall on a weekend or national holiday, payment shall be due on the following business day. Interest on this Note shall be computed on the basis of the actual number of days elapsed during which the unpaid Principal Sum is outstanding, divided by a year of three hundred sixty-five (365) days. All payments under this Note shall be applied first to the payment of accrued and unpaid interest, with the remainder applied to the unpaid Principal Sum.

Increased Rate After Maturity Date : If, by the Maturity Date: (i) this Note has not been converted in accordance with its terms; or (ii) the Borrower does not repay the Principal Sum and any accrued interest thereon, then the interest rate attributable to the Principal Sum shall increase to the maximum rate allowed by the laws of the State of California.

3.  Conversion : Lender agrees that all principal and interest represented by this Note and any prior or subsequent promissory notes entered into between Borrower and Lender, totaling up to an aggregate of $150,000, shall convert, on a pro-rated basis, on the terms set forth below, into fully paid and non-assessable shares of the respective common stock of ORBIT, Borrower, ITREX International Corporation (“ITREX”), Malibu Beach Beverage Group, LLC (“MBB”), Smartvoice Telecommunications, Inc. (“SVT”) and Malibu Entertainment Group, Inc. (“MEG”) (collectively, the “Orbit Companies”) at the price (the “Conversion Price”) per share such that Borrower shall be issued and own, immediately following confirmation of the respective Chapter 11 plans of reorganization of the Orbit Companies, 20% of the outstanding common stock of ORBIT, 95% of the outstanding common stock of Borrower, 95% of the outstanding common stock of MEG, and 10% of the outstanding common stock of each of ITREX, MBB and SVT.

For purposes of the foregoing stock allocations, the total monetary capitalization of the Orbit Companies shall be as follows: $70,000 to each of Borrower and MEG; $85,000 to ORBIT, and $25,000 to each of ITREX, MBB and SVT. Furthermore, for each of the Orbit Companies (other than ORBIT itself), capitalization shall be one billion shares of common stock authorized, ten million shares of common stock issued, and one million shares of “blank check” preferred stock authorized but not issued.

Accordingly, this Note shall convert into common stock of the respective Orbit Companies automatically following the confirmat