SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.2.1

THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES. THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Immediatek, Inc., a Nevada corporation (“ Borrower ”), promises to pay to the order of (“ Lender ”), the sum of $ , with interest from the date of advancement on the unpaid balance hereof from time to time remaining unpaid at a rate of 10% per annum, in (i) lawful money of the United States of America or (ii) equity securities of the Borrower as provided herein, both principal and interest being payable at the address designated in numbered paragraph 16 below or at such other place as Lender may, from time to time, designate in writing. All interest under this Note shall be computed on the basis of the actual number of days elapsed over an assumed year consisting of three hundred sixty-five (365) days.

The principal of this Note shall mature and be due and payable on January 31, 2006. All accrued and unpaid interest shall be payable upon the maturity of the principal of this Note.

All past due principal and accrued interest on this Note shall bear interest from maturity until paid at the highest (non-usurious) rate for which Borrower may legally contract under applicable law. All payments on past due principal and accrued interest hereunder shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment. As used herein, the term “ Holder ” shall initially mean Lender, and shall subsequently mean each person or entity to which this Note is duly assigned.

This Note evidences indebtedness incurred by Borrower for interim financing provided to Borrower.

     1.  Conversion Option . All or any portion of the unpaid principal of this Note, plus accrued interest hereon, shall be convertible, at the option of Lender, into shares of Common Stock, $0.001 par value, issued by Borrower (the “ Common Stock ”). At the time of any such conversion of the aggregate of the principal amount and accrued

interest, or a portion thereof, the rights of the Lender with respect to such portion of the aggregate of the principal amount and accrued interest so converted shall cease and the Lender shall be deemed to have become the record holder of the Common Stock issuable upon such conversion. The Borrower covenants with the Lender that it will at all times reserve and keep available out of its authorized Common Stock and solely for the purpose of conversion as provided herein, and conditionally allot to the Lender, such number of shares of Common Stock as shall then be issuable upon the conversion of this Note. The Borrower covenants with the Lender that all shares of Common Stock which shall be so issuable shall be duly and validly issued as fully-paid and non-assessable.

The Common Stock into which this Note may be converted shall be referred to herein as the “ Conversion Shares .” The number of Conversion Shares shall be determined by dividing the Conversion Amount (defined below) by the Conversion Price Per Share (defined below). Upon any such conversion, the Lender shall be subject to all of the obligations applicable to other investors in the Qualified Financing (defined below) and the Lender shall execute any and all customary and appropriate documents to implement the foregoing; provided however, the Lender shall be entitled to demand registration rights and piggyback registration rights pursuant to the Registration Rights Agreement of even date herewith, executed by Borrower and Lender (“ Registration Rights Agreement ”), regardless of whether any other investors in the Qualified Financing have such rights.

     1.1 Definitions . Unless otherwise specified, for purposes hereof, the following terms shall have the following meanings:

     1.1.1 “ Qualified Financing ” means the privately placed sale by the Borrower of Borrower’s securities to investors occurring after the date hereof and on or before nine months from the date hereof, with aggregate gross proceeds to the Borrower in excess of One Million Dollars ($1,000,000.00).

     1.1.2 “ Conversion Amount ” means an amount equal to the then outstanding principal plus any accrued but unpaid interest under this Note, or such lesser amount as Holder shall determine.

     1.1.3 “ Conversion Price Per Share ” means (a) a price per share of Common Stock equal to the lower of (i) $0.30 per share or (ii) the price per share of Common Stock paid by the other investors in the Qualified Financing or (b) if securities other than Common Stock are offered and sold in the Qualified Financing, $0.30 per share.

     1.2 Conversion Procedures .

     1.2.1 Holder may exercise its conversion right by giving written notice (the “ Conversion Notice ”) to the Borrower of the exercise of such right at least five (5) business days prior to the closing of the Qualified Financing. The conversion of this Note (or such portion thereof as Holder shall determine) will be deemed to have been effected as of the closing of the Qualified Financing (the

“ Conversion Date ”). Upon the closing of the Qualified Financing, if Holder has exercised its conversion right, the outstanding principal (or such portion thereof as Holder shall determine) and any accrued but unpaid interest under this Note shall be automatically converted into such number of shares of the Common Stock to be issued by Borrower upon the closing of the Qualified Financing and as a part of such Qualified Financing equaling the quotient of (i) the Conversion Amount, and (ii) the Conversion Price Per Share.

     1.2.2 Within five business days of the Conversion Date, the Holder shall surrender this Note at the principal office of the Borrower, for replacement or cancellation.

     1.2.3 Within five business days of the surrender of the Note by Holder, the Borrower will deliver to the converting Holder (a) a certificate or certificates representing Conversion Shares and (b) a replacement note for the unconverted principal balance (if any) of this Note..

     1.2.4 On the Conversion Date, the rights of the Holder of this Note to receive payment of such portion of the principal and interest as Holder has converted hereunder will cease and the person or persons in whose name or names any certificate or certificates for Conversion Shares are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares represented thereby.

     1.2.5 The issuance of certificates for the Conversion Shares will be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Borrower in connection with such conversion and the related issuance of Conversion Shares.

     1.2.6 If any fractional interest in Conversion Shares would, except for the provisions of this Section 1, be deliverable upon any conversion of this Note, in lieu of delivering the fractional share therefor, the number of Conversion Shares shall be rounded to the nearest whole number.

     2.  Guaranty; Security . The repayment of the indebtedness evidenced hereby shall be guaranteed by that certain Guaranty Agreement, of even date herewith, executed by DiscLive, Inc., a Delaware