CONVERTIBLE GRID NOTE CONVERSION AGREEMENT

                                                                          EX-4.6


                                   EXHIBIT 4.6


                   CONVERTIBLE GRID NOTE CONVERSION AGREEMENT

      REFERENCE is hereby made to the outstanding   demand loans in the aggregate
amount   of Thirty   Two   Thousand   One   Hundred   Sixty   Three   Dollars   ($32,163)
represented by the annexed   Convertible   Grid Promissory Note dated December 31,
2005   (collectively,   the "Note") owed by Twin Lakes, Inc., a Nevada corporation
(the "Company") to Turquoise Partners, LLC, a New York limited liability company
(the "Holder").

      WHEREAS,   the   Company   desires   to   convert   the Note into   shares of the
Company's   Common Stock to facilitate   corporate   transactions and financing and
the Holder has agreed to such conversion on the terms set forth herein.

      NOW   THEREFORE,   the   parties,   intending   to be legally   bound,   agree as
follows:

      1.     The Holder   hereby   agrees to waive any claims   relating to the Note
and agrees tha