f8k051208ex10ii_mmgroup.htm


     

     

    LOAN
AGREEMENT

     

    AND

     

    STOCK
PURCHASE AGREEMENT

     

     

     

    THIS
LOAN AGREEMENT (this "Agreement") dated this 12th day of
May, 2008 

     

     

    BETWEEN:

     

    Eugene
Khavinson, 365 Ardsley Street, Staten island New York, 10306

     

    (the
"Lender")

     

    OF
THE FIRST PART

     

    AND

     

    Mega
Media Group, Inc. of 1122 Coney Island Avenue, Brooklyn, NY 11230

     

    (the
"Borrower")

     

    OF
THE SECOND PART

     

    IN CONSIDERATION OF the Lender
loaning certain monies (the "Loan") to the Borrower, and the Borrower repaying
the Loan to the Lender, both parties agree to keep, perform and fulfill the
promises and conditions set out in this Agreement:

     

    Loan
Amount & Interest

     

    
      	
              1.  

            	
              The
      Lender promises to loan Seventy-Five Thousand, ($75,000.00 ) USD, to the
      Borrower and the Borrower promises to repay this principal amount to the
      Lender, at such address as may be provided in writing, with interest
      payable on the unpaid principal at the rate of 9.00 percent per annum,
      calculated yearly not in advance.

            
	 	 


    

    
      	
              2.  

            	
              To
      be secured by all the account receivables of the
  company.

            


    

     

    Stock
Option
Agreement

     

    
      	
              2.  

            	
              The
      Lender has the right to purchase 500,000 shares of the company's common
      stock at a price of $0.11 cents per share for a period of 12 months from
      the time of this agreement.

            
	 	 


    

    
      	
              3.  

            	
              Lender
      has full power and authority to enter into this Stock Option Agreement and
      constitute the legal, valid and binding obligation of Lender enforceable
      against Lender in accordance with its
terms.

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.  

            	
              If
      Lender exercises the option into the Shares for investment purposes only
      and for Lender's own account,
      not as nominee or agent, and Lender has no present intention of selling,
      transferring or otherwise distributing or disposing of the Shares or
      granting any interests therein.

            


    

     

    
      	
              5.  

            	
              Lender
      has had the opportunity to meet with management of Issuer and ask
      questions about the terms and conditions of this offering and the
      operations, business, finances, properties and prospects of Issuer and all
      such questions have been answered to the satisfaction of Lender. Lender
      has received all the information that such Lender considers necessary or
      appropriate for deciding whether to purchase the
  Shares.

            


    

     

    
      	
              6.  

            	
              Lender
      is an investor in securities of companies in the development stage and
      such Lender is able to fend for itself or himself, can bear the economic
      risk of an investment in the Shares, and has such knowledge and experience
      in business and financial matters that such Lender is capable of
      evaluating the merit and risks of the
      investment in the Shares.

            


    

     

    
      	
              7.  

            	
              Lender
      is an "accredited investor" as such term is defined in Rule 501(a) of
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      "Act"), a copy of which Rule is attached hereto as Exhibit
    A.

            


    

     

    
      	
              8.  

            	
              Lender
      is aware that the Shares have not been registered under the Act. The
      Shares cannot be sold, transferred, pledged or otherwise distributed by
      Lender unless a registration statement registering the Shares under the
      Act has been filed with the Securities and Exchange Commission and has
      become effective or unless the Shares are sold or otherwise distributed in
      a transaction in respect of which Issuer has previously received an
      opinion, satisfactory to Issuer, stating that such registration is not
      required.

            


    

     

    
      	
              9.  

            	
              Issuer
      may prevent transfer and registration of transfer of the Shares unless
      Issuer shall have received an opinion from counsel satisfactory to it to
      the effect that any such transfer would not violate the Act of the
      applicable laws of any state.

            


    

     

    
      	
               
      

            	
              10.
      In the event of conversion Issuer shall cause each stock certificate
      evidencing the Shares to bear the following
  legend:

            


    

     

    "These securities
have not been registered under the Securities Act of 1933, as amended (the
"Act"). These
securities may not be sold, offered for sale, pledged or hypothecated in
the absence of a registration statement in effect with respect to such
securities under such Act or an opinion of counsel satisfactory to the Company
that such registration is not required."

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Payment

     

    
      	
              11.  

            	
              This
      Loan will be repaid in full 2 months from the execution of this
      Agreement.

            


    

     

    Default

     

    
      	
              12.  

            	
              Notwithstanding
      anything to the contrary in this Agreement, if the Borrower defaults in
      the performance of any obligation under this Agreement, then the Lender
      may declare the principal amount owing and interest due under this
      Agreementatthat time tobe immediately due
  andpayable.

            


    

     

    Governing
Law

     

    
      	
              13.  

            	
              This
      Agreement will be construed in accordance with and governed by the laws of
      the State of New York.

            


    

     

    Costs

     

    
      	
              14.  

            	
              All
      costs, expenses and expenditures including, without limitation, the
      complete legal costs incurred by enforcing this Agreement as a result of
      any default by the Borrower, will be added to the principal then
      outstanding and will immediately be paid by the
  Borrower.

            


    

     

    Assignment

     

    
      	
              15.  

            	
              This
      Agreement will pass to the benefit of and be binding upon the respective
      heirs, executors, administrators, successors and assigns of the Borrower.
      The Borrower waives presentment for payment, notice of non-payment,
      protest, and notice of protest.

            


    

     

    Amendments

     

    
      	
              16.  

            	
              This
      Agreement may only be amended or modified by a written instrument executed
      by both the Borrower and
the Lender.

            


    

     

    Severability

     

    
      	
              17.  

            	
              The
      clauses and paragraphs contained in this Agreement are intended to be read
      and construed independently of each other. If any part of this Agreement
      is held to be invalid, this invalidity will not affect the operation of
      any other part of this Agreement.

            


    

     

    General
Provisions

     

    
      	
              18.  

            	
              Headings
      are inserted for the convenience of the parties only and are not to be
      considered when interpreting this Agreement. Words in the singular mean
      and include the plural and vice versa. Words in the masculine mean and
      include the feminine and vice
versa,

            


    

     

    Entire Agreement

     

    
      	
               
      

            	
              19.
      This Agreement constitutes the entire agreement between the parties and
      there are no further items or provisions, either oral or
      otherwise.

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
WITNESS
WHEREOF, the
parties have duly affixed their signatures under hand and seal on this
121h
day of May, 2008. .

    
       

       

       

    

    /s/
Eugene Khavinson

    Eugene
Khavinson

     

     

     

    Mega
Media Group, Inc.

    Per: /s/ Alex
Shvarts

       

    

     

    (SEAL)