PROMISSORY GRID NOTE

July 1, 2009

New York, New York

FOR VALUE RECEIVED, the undersigned, Transformers Away LLC ("Maker"), hereby promises to pay UPON DEMAND to Baby Its Cold Outside Ltd. ("Payee"), in legal tender of the United States of America, the unpaid principal balance of all advances made by the Payee to the Maker (which have been advanced to Maker by Payee pursuant to the terms of a certain Loan Agreement dated as of even date herewith) (the Loan) as recorded by the Lender on the grid or grids attached hereto (the "Grid") as Annex A, with interest as set forth below. Interest shall accrue on the unpaid Principal balance of this Note from the date of issuance of an advance until paid in full at the 90-day LIBOR rate as published on Bloomberg plus five (5%) percent, provided that in no event shall the interest on this debt evidenced by this Note exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law, and any interest in excess of the maximum shall be credited on the Principal or, if that has been paid, refunded to Maker. Interest hereunder shall be computed on the basis of a 365-day year for the actual number of days elapsed. The Grid shall, in the absence of manifest error, constitute conclusive proof of the amounts and dates of all advances and repayment of principal in respect of the Loan. Maker may discharge the obligations undertaken hereby at any time by repaying all or any portion of the outstanding Principal and the accrued interest without premium or penalty, and interest shall immediately cease to accrue on any amounts so prepaid. Maker expressly waives presentment, demand for payment, notice of dishonor, and any or all other notices or demands in connection with the delivery, acceptance, performance or enforcement of this Note. No delay or omission on the part of Payee in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on one occasion shall not operate as a bar to or waiver of any such right or remedy on any future occasion. Any check, draft, money order, or other instrument given in payment of all or any portion hereof may be accepted by Payee and handled in collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Payee, except to the extent that actual cash proceeds of such instruments are unconditionally received by Payee and applied to this indebtedness in the manner elsewhere herein provided. If any sum due hereunder shall be due and payable on a Saturday, Sunday or public holiday under the laws of the State of New York, such sum shall be paid on the next succeeding business day, and in such case, due and payable.

This Note may be changed, modified or terminated only by an agreement in writing that is signed by Maker and Payee. This Note shall be governed by and construed in accordance with the laws of the State of New York without reference to its principles of conflicts of law, and shall be binding upon the successors and assigns of Maker and inure to the benefit of Payee and its successors, endorsees and assigns. IN WITNESS WHEREOF, Maker has caused this Note to be executed and effective as of the date set forth above. MAKER: Transformers Away LLC

By:_______________________ Name: Title:

ANNEX A to PROMISSORY GRID NOTE GRID OF LOANS AND PAYMENTS DATE PRINCIPAL AMOUNT ADVANCED INTEREST ACCRUED @ LIBOR + 4% AMOUNT REPAID UNPAID BALANCE ENTRY MADE BY