10% Convertible Promissory Note


$100,000 April 19, 2006 UWINK, INC 10% CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 19, 2006 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND SUCH SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AS CONFIRMED IN AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AND IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW. 1. OBLIGATION. For value received, UWINK, INC., a Utah corporation (the "COMPANY"), promises to pay to the order of Bradley Rotter (the "HOLDER") in lawful money of the United States of America and in immediately available funds, the principal sum of One Hundred Thousand Dollars (US$100,000), in the manner and upon the terms and conditions set forth herein. 2. MATURITY. The entire principal amount hereof, together with accrued and unpaid interest thereon, will be due and payable on October 19, 2006 (the "MATURITY DATE"), unless earlier paid in full or converted in accordance with Section 5 hereof. 3. INTEREST. The Note shall accrue interest at the rate of 10% per annum, compounded annually (computed on the basis of a 365-day year) during the period beginning on the date of issuance of this Note and ending on the date the principal amount of this Note becomes due and payable. 4. [Reserved]. 5. CONVERSION. The principal and accrued and unpaid interest amount of this Note will be subject to conversion at the option of the Holder into the same securities issued pursuant to (and on the same terms and conditions pari passu with the investors in) any offering of securities ("Follow-On Securities") by the Company resulting in gross proceeds to the Company of at least $3,000,000 ("Follow-On Offering"). Upon exercise of such option (which exercise must occur contemporaneous with the consummation of the Follow-On Offering), the entire then outstanding principal amount and accrued and unpaid interest of this Note shall be converted (the "Conversion") into Follow-On Securities. The pro rata percentage of Follow-On Securities which shall be issued by the Company to the undersigned upon the Conversion shall be equal to: the sum of (1) the original principal amount plus the then current accrued and unpaid interest, plus (2) twenty percent (20%) of such total amount (such sum, the "Conversion Amount"), divided by (1) the total dollar amount received by the Company pursuant to the Follow-On Offering, plus (2) the Conversion Amount. The Follow-On Securities issued to the Holder upon the Conversion shall be of the same type and class, and shall contain the identical rights and restrictions, as the securities issued by the Company in the Follow-On Offering. The Conversion shall be effected by the Company applying the entire then outstanding principal amount and accrued interest of this Note in full payment of the Follow-On Securities to be issued in consequence of the Conversion and that application shall discharge the Company from all liability in respect of the entire then outstanding principal amount and accrued interest of this Note. 6. MANDATORY REDEMPTION; WARRANTS. Should the Holder decline the option to convert this Note into Follow-On Securities, the entire then outstanding principal amount and accrued interest of this Note will be subject to mandatory redemption in cash by the Company within 2 business days following the closing of the Follow-On Offering. Upon such redemption of the Note or upon repayment of the Note at maturity, the Company shall issue to the Holder warrants, in the form of Exhibit A hereto, to purchase 100,000 shares of common stock at an exercise price of $0.345. 7. EXPENSES OF ENFORCEMENT. The Company agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees, as a court of competent jurisdiction may award that the Holder incurs in connection with any legal action or legal proceeding commenced for the collection of this Note or the exercise, preservation or enforcement of the Holder's rights and remedies hereunder. 8. CUMULATIVE RIGHTS AND REMEDIES. All rights and remedies of the Holder under this Note will be cumulative and not alternative and will be in addition to all rights and remedies available to the Holder under applicable law. 9. GOVERNING LAW. This Note will be governed by and interpreted and construed in accordance with the laws of the State of California. Any action or proceeding arising under or pursuant to this Note will be brought in Los Angeles County, California. IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer as of the day and year first above written. UWINK, INC. a Utah corporation By: /s/ Nolan Bushnell ------------------------------------ Nolan K. Bushnell, Chief Executive Officer 2