CONVERTIBLE NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

  CONVERTIBLE NOTE

CREATIVE ENTERPRISES INTERNATIONAL, INC. , a Nevada corporation (the “ Company ”   or   the “ Maker ”) hereby promises to pay to ___________ (the “ Holder ”) the sum of ____________________ Dollars ($___________) (the “ Principal ”) on the earlier of (i) October__ 2008 (the “ Maturity Date ”), and (ii) the date on which there is an acceleration pursuant to the terms of this Convertible Note (the “ Note ”), and to pay interest on the Principal, which shall accrue at the rate of 10% per annum (except as provided in Section 1.3), calculated for the actual number of days the Principal is outstanding and interest is accrued and unpaid based on a 360-day year, in accordance with the terms hereof. Such payment shall be made in lawful money of the United States of America at such address as the Holder shall hereafter give to the Maker by written notice made in accordance with the provisions hereof.

The Company has issued this Note pursuant to a Subscription Agreement, dated as of the date set forth above (the “ Subscription Agreement ”) between the Maker and the Holder and other signatories thereto, if any, all terms of which are incorporated herein by this reference and hereby made a part of this Note. By its acceptance of this Note, each Holder agrees to be bound by the terms of the Subscription Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

The following terms apply to this Note:

1.1   Acceleration of Maturity Date . Subject to Article III of this Note, the Principal and accrued and unpaid Interest shall become immediately due and payable upon the occurrence of an Event of Default (as defined herein), which event shall be deemed an Acceleration Date.

1.2   Payment of Interest . Payment of accrued Interest on the Principal shall be paid in cash in full on the Maturity Date or such earlier date on which the Principal is paid to the Holder or on which the Note is converted pursuant to the terms hereof. Notwithstanding the foregoing, unless previously converted in full in accordance with Section 2 hereof, the accrued but unpaid interest on this Note may be paid, at the sole option of the Company, in cash or in shares (the “Interest Shares”) of Common Stock, par value $.001 per share, of the Company. In such event, the holder of this Note shall be entitled to receive that number of Interest Shares equal to (i) the then-accrued but unpaid interest of this Note divided by the average closing price for the five (5) consecutive trading days ending not more than three (3) days prior to the date on which the Interest payment is to be made by the Company. All payments made by the Maker on this Note shall be applied first to the payment of accrued and unpaid Interest on this Note and then to the reduction of the unpaid principal balance of this Note. Payments of Principal and Interest shall be deemed made on the date such payment is deposited or, if mailed, on the date deposited in the mail with proper postage and addressed to the Holder at the address shown on the records of the Company, or such other address as provided to the Maker in writing by the Holder. In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day and Interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date.

1.3   Prepayment . The principal of and accrued interest on this Note may be prepaid in full or in part, at any time without premium or penalty. If this Note is called for prepayment pursuant this Section 1.3, the Company shall give written notice to the Holder not less than ten (10) days nor more than sixty (60) days prior to the date the Company intends to effect the prepayment (the “ Prepayment Date ”), setting forth the prepayment price to be paid, instructions for presentation of the Notes for prepayment and the Prepayment Date. The Holder shall, upon receipt of notice of prepayment, cause this Note to be timely delivered to the Company at its principal offices. If on or before the Prepayment Date all funds necessary to pay for the Notes to be prepaid shall have been set aside by the Company for the benefit of such Holders, then, on and after such date, notwithstanding that any Note subject to prepayment shall not have been surrendered for prepayment, the obligation evidenced by all Notes not surrendered for prepayment shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the right of the holder of each Note subject to prepayment to receive the prepayment amount to which he would be entitled upon receiving notice of prepayment. Holders may convert their Notes pursuant to Article II of this Note during the period from the date of notice of prepayment until 5:00 p.m. Eastern Time on the business day immediately prior to the Prepayment Date.

1.4   Holder Deemed Owner . The registered Holder hereof may be deemed the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Maker, for the purpose of receiving payment hereof or thereof or on account hereof and for all other purposes) and the Maker shall not be affected by notice to the contrary.

2.1.   Conversion Rights .

(a)   Voluntary Conversion . Commencing on the date hereof, the Holder shall have the right prior to the Maturity Date, to convert the entirety of the outstanding Principal amount of this Note, into shares of Common Stock of the Company, par value $.001 per share (the “ Common Stock ”), at the Conversion Rate (as defined herein) determined as provided herein. The initial Conversion Rate of this Note is $0.05, subject to adjustment in accordance with the provisions of this Article II (the “ Conversion Rate ”). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing (i) the amount of Principal to be converted by (ii) the Conversion Rate in effect on the date the Conversion Notice is delivered to the Maker by the Holder. Upon the conversion of this Note, all rights of the Holder, except the right to receive certificates representing shares of Common Stock of the Company in accordance with this Article II and the right to receive payment of all accrued and unpaid interest in accordance with Section 1.3, shall cease and this Note shall no longer be deemed to be outstanding.

(b)   Method of Conversion . Except as otherwise provided in this Note or agreed to by the Holder, this Note may be converted by the Holder pursuant to its conversion rights set forth in Section 2.1 in whole at any time or in part (provided such partial conversion is at least $10,000) as follows. In the event of a Holder electing to exercise its conversion rights, submitting to the Maker a Conversion Notice (by facsimile dispatched on the Conversion Date and confirmed by U.S. mail or overnight mail service sent within two business days thereafter) and surrendering this Note with the mailed confirmation of the Conversion Notice at the principal office of the Maker. Upon a partial conversion of this Note, a new Note containing the same date and provisions as this Note shall be issued by the Maker to the Holder for the balance due hereunder which shall not have been converted. The Company shall, as soon as practicable thereafter, issue and deliver to Holder, at the address set forth in this Note, a certificate or certificates representing the shares of Common Stock (bearing such legends as may be required or advisable in the opinion of counsel of the Company) determined in accordance with provisions of this Article II, together with a check payable to the Holder for accrued and unpaid Interest and any cash amounts payable as described in Section 2(c) below.

(c)   No Fractional Shares . No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder an amount in cash equal to the product obtained by multiplying the Conversion Rate by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of the amounts specified in this Note, the Company shall be released from all its obligations and liabilities under this Note.

2.2   Adjustment to Conversion Rate . The Conversion Rate shall be subject to adjustment from time to time upon the happening of certain events as set forth below.

(a)   Subdivision . If the Company, at any time while Notes remain outstanding, shall (i) subdivide or forward split the Common Stock (or effect a similar transaction), the Conversion Rate shall be proportionately reduced or (ii) effect a reverse stock split or similar transaction, the Conversion Rate shall be proportionately increased, as the case may be, as of the effective date of such subdivision, reverse or forward stock split or similar transaction, or, if the Company shall take a record of holders of its Common Stock for the purpose of any such transaction, as of such record date, whichever is earlier (provided if such transaction does not actually occur, such adjustment shall not be made).

(b)   Stock Dividends . If the Company at any time while any Notes are outstanding shall pay a dividend in shares of, or make other distribution of shares of, the Common Stock, then the Conversion Rate shall be adjusted, as of the date the Company shall take a record of the holders of its Common Stock for the purpose of receiving such dividend or other distribution (or if no such record is taken, as at the date of such payment or other distribution), to that price determined by multiplying the Conversion Rate in effect immediately prior to such payment or other distribution by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution.

2.3     Reclassification, Consolidation or Merger . At any time while this Note remains outstanding, in case of any reclassification or change of Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of Common Stock for which an adjustment has been made pursuant to Section 2.2), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Common Stock for which an adjustment has been made pursuant to Section 2.3) or in the case of any sale or transfer of the property or assets of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefor, execute new notes providing that the holders of the Notes shall have the right to convert such