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(a Nevada Corporation) Convertible Note

Convertible Promissory Note

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This Convertible Promissory Note involves

Elite Artz, Inc

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Title: (a Nevada Corporation) Convertible Note
Date: 11/1/2006

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Billy Martin's Western Wear, LA, Inc

Elite Artz, Inc.

           

(a Nevada Corporation)

Convertible Note

 

Elite Artz, Inc. a Nevada corporation ("Company") for value received (summarized more specifically in Exhibit I.) hereby promises to pay to Chris Kirch (the "Holder") or his assignee, the sum of Twenty-five Thousand Dollars ($25,000.00) US, with no interest in consideration of the conversion right and payable in accordance with the terms and conditions set forth herein.

1)

Payment Terms:  Principal shall be all due and payable on December 31, 2006.

2)

Right to Convert by Holder:  The Holder of this Note shall have the option to convert the entire amount or any portion thereof, of the principal of this Note into shares of common stock of the Company at a conversion price as hereinafter provided in Paragraph 3 below.

3)

Conversion Price:  The principal of the Note shall be converted into common shares of the Company (the "Converted Shares") at a share price equal to the "bid" price of the Company's common stock on the date of the conversion, or in the event the Company has no bid price, the principal of this Note shall be converted into 500,000 shares as an equity position of the Company.

4)

Conversion Date:  The Conversion Date for the Holder of the Note shall be anytime after December 31, 2006 but  no later than December 31, 2007 (the HolderÂ’s Conversion Period).

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