EXHIBIT 4.6

                                                                          EX-4.6


                                   EXHIBIT 4.6


                   CONVERTIBLE GRID NOTE CONVERSION AGREEMENT

      REFERENCE is hereby made to the outstanding  demand loans in the aggregate
amount  of Thirty  Two  Thousand  One  Hundred  Sixty  Three  Dollars  ($32,163)
represented by the annexed  Convertible  Grid Promissory Note dated December 31,
2005  (collectively,  the "Note") owed by Twin Lakes, Inc., a Nevada corporation
(the "Company") to Turquoise Partners, LLC, a New York limited liability company
(the "Holder").

      WHEREAS,  the  Company  desires  to  convert  the Note into  shares of the
Company's  Common Stock to facilitate  corporate  transactions and financing and
the Holder has agreed to such conversion on the terms set forth herein.

      NOW  THEREFORE,  the  parties,  intending  to be legally  bound,  agree as
follows:

      1.    The Holder  hereby  agrees to waive any claims  relating to the Note
and agrees that all obligations of the Company  represented by the Note shall be
converted into [9,459,706] shares of the Company's Common Stock.

      2.    The Company agrees:

            (a)   that there is payable on the Note  (principal  plus  interest)
                  the total sum of $32,163; and

            (b)   the  Note  will be  converted  into  9,459,706  shares  of the
Company's  Common Stock in exchange  for full  settlement  of all the  Company's
obligations under the Note; and

            (c)   that the  certificates  representing  shares of the  Company's
Common Stock issued upon conversion of the Note shall have a restrictive legend.

      3.    Both  Holder and the  Company  represent  that this Note  Conversion
Agreement has been duly authorized and approved by all required corporate action
by the Company



                  [SIGNATURE PAGE TO NOTE CONVERSION AGREEMENT]

and Holder and does not violate their respective organizational documents or any
agreements to which either of them is a party.

      IN WITNESS WHEREOF,  the Holder and the Company have made and entered into
this Note Conversion Agreement as of the date first set forth above.

Dated: January 9, 2006

                                                   TURQUOISE PARTNERS, LLC


                                                   By: /s/ Xxxxxx X. Xxxxx
                                                   Name: Xxxxxx X. Xxxxx
                                                   Title:   Managing Member

                                                   TWIN LAKES, INC.

                                                   By: /s/ Xxxxxx X. Xxxxx
                                                   Name: Xxxxxx X. Xxxxx
                                                   Title:   President