CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE

Crystalix Group International, Inc., a Nevada corporation (“ Borrower ”), promises to pay to the order of Urban Casavant, as Trustee of the UAJC 2005 Irrevocable Trust (“ Lender ”), at 30 Princeville Lane, Las Vegas, Nevada 89113, One Million Dollars ($1,000,000), with interest on the unpaid principal balance.

By acceptance of this Note, Lender agrees to disburse the loan evidenced by this Note as provided in the Funding Schedule attached as Exhibit A to this Note.

(a)        Subject to 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)        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 the Required Monthly Payment with all accrued unpaid interest on the amounts outstanding under this Note. “ Required Monthly Payment ” means the amount of principal advanced by Lender to the date of each such payment, divided by twenty-two (22).

(b)       All outstanding principal and accrued unpaid interest shall be due and payable on May 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

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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 $0.05. 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, or reclassification shall be proportionately reduced in the case of any increase in the number of Common Shares outstanding, and increased in the case of any reduction in the number of Common Shares outstanding, so that Lender shall be entitled to receive the kind and amount of Common Shares which Lender would have owned or have been entitled to receive had this Note been converted into Common Shares immediately prior to such time and had such Common Shares received su