f8k061608ex10i_megamedia.htm


    THE
SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ANY APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS.

     

    


    


    MEGA
MEDIA GROUP, INC.

    


    


    9%
CONVERTIBLE PROMISSORY NOTE

     

     

    Amount         
$100,000.00

     

    Issuance Date    June 16, 2008

     

    
      
        
          	
                  1)     

                	
                  MEGA
      MEDIA GROUP INC. a Nevada corporation (the "Company") for value received
      hereby promises to pay to Jaworek Capital LLC. or its registered assigns
      (the "Holder") on the earlier of: (1) the closing by the Company of a
      private placement offering of its securities or an underwritten public
      offering by the Company of its securities; or June 15th 2009 (the
      "Maturity Date") at the principal offices of the Company the principal sum
      of $100,000.00  in such coin or currency of the United States of
      America as at the time of payment shall be legal tender for the payment of
      public and private debts and to pay interest on the outstanding principal
      balance at the Maturity Date as hereinafter
  provided.

                


        

      

    

     

    
      
        
          
            	
                    2)     

                  	Interest


          

        

      

       

      
        
          	 
      	
                  i)

                	
                  Interest
      accrued during the term of this Note in its entirety on or within five (5)
      calendar days of the Maturity Date. Accrued interest maybe be converted
      into shares based on the same conversion rate as the principal amount as
      listed below in section 2. The Note will bear interest at the rate of nine
      percent (9%) per annum on the principal balance until this Note shall be
      paid in full.

                


        

      

    

     

    
      
        
          
            
              	
                      3)     

                    	Conversion


            

          

        

         

        
          
            
              	 
      	
                      a)

                    	
                      The
      Holder shall have the right from time to time, and at any time on or prior
      to the Maturity Date to convert
      all or any part of the outstanding and unpaid principal amount of this
      Note into fully paid and non-assessable shares of Common Stock, $.001 par
      value per share. The number of shares of Common Stock to be issued upon
      each conversion of this Note shall be determined by dividing the amount of
      principal and accrued interest to be converted ("Conversion Amount") by
      the applicable Conversion Price then in effect on the date specified in
      the notice of conversion, in the form attached hereto as Exhibit A (the
      "Notice of Conversion"). The Conversion Price shall be equal to the average closing bid price
      of the Common Stock (as reported by Bloomberg L.P.) on the OTC
      Bulletin Board for the ten (10) trading days prior to the date of the
      Conversion Notice (the "Conversion Date") multiplied by .80
      provided that the Notice of Conversion is submitted by facsimile (or by
      other means resulting in, or reasonably expected to result in, notice) to
      the Company before 6:00 p.m., New York, New York time on such Conversion
      Date.

                    


            

          

           

        

        
          
            
              
                	 
      	
                        b)

                      	
                        Conversion Price
      Limit.   Notwithstanding the provisions in Section 2(a),
      the Conversion Price shall not exceed
$.40.

                      


              

            

             

          

          
            
              
                
                  	 
      	
                          c)

                        	
                          Method of
      Conversion.

                        


                

              

               

            

            
              
                	 
      	 
      	
                        i)

                      	
                        Mechanics of Conversion.
      This Note may be converted by the Holder in whole or in part at any
      time from time to time after the Note is issued to the Holder, by (A)
      submitting to the Company a Notice of Conversion (by facsimile or other
      reasonable means of communication dispatched on the Conversion Date prior
      to 6:00 p.m., New York, New York time) and (B) surrendering this Note at
      the principal office of the
Company.

                      


              

            

          

        

         

        
          
            
              	 
      	 
      	
                      ii)

                    	
                      Upon
      receipt by the Company from the Holder of a facsimiletransmission
      (or other reasonable means of communication) of a Notice of Conversion,
      the Company shall issue and deliver or cause to be issued and delivered to
      or upon the order of the Holder certificates for the Common
      Stock

                    


            

          

           

           

          
            
               

            

            
              1

              
                

              

            

            
               

            

          

        

         

         

         

        
          
            
              	 
      	 
      	
                       

                    	
                            
                        issuable
      upon such conversion within five (5) business days after such receipt
      (and, solely in the case of conversion of the entire unpaid principal
      amount hereof, surrender of this
  Note).

                      

                    


            

          

           

        

        
          
            
              
                
                  
                    	
                            4)     

                          	
                            Concerning the Shares.
      The shares of Common Stock issuable upon conversion of this Note
      may not be sold or transferred unless
      (i) such shares are sold pursuant to an effective registration statement
      under the Act or (ii) the Borrower or its transfer agent shall have been
      furnished with an opinion of counsel (which opinion shall be in form,
      substance and scope customary for opinions of counsel in comparable
      transactions) to the effect that the shares to be sold or transferred may
      be sold or transferred pursuant to an exemption from such registration or
      (iii) such shares are sold or transferred pursuant to Rule 144 under the
      Act (or a successor rule) ("Rule
      144"). Until such time as
      the shares of Common Stock issuable upon conversion of this
      Debenture have been registered under the Act or otherwise may be sold
      pursuant to Rule 144 without any restriction as to the number of
      securities as of a particular date that can then be immediately sold, each
      certificate for shares of Common Stock issuable upon conversion of this
      Debenture that has not been so included in an effective registration
      statement or that has not been sold pursuant to an effective registration
      statement or an exemption that permits removal of the legend, shall bear a
      legend substantially in the following form, as
  appropriate:

                          


                  

                

              

               

            

          

        

        
                          "THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER

                          THE SECURITIES ACT OF
1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD,

                         TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT 

                          FOR THE SECURITIES
UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE 

                          AND SCOPE CUSTOMARY
FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT 

                          REGISTRATION IS NOT
REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 

                          OR REGULATION S UNDER
SAID ACT."

           

          
            
              
                
                  
                    
                      
                        	
                                   

                              	
                                The
      legend set forth above shall be removed and the Borrower shall issue to
      the Holder a new certificate therefor free of any transfer legend if (i)
      the Borrower or its transfer agent shall have received an opinion of
      counsel, in form, substance and scope customary for opinions of counsel in
      comparable transactions, to the effect that a public sale or transfer of
      such Common Stock may be made without registration under the Act and the
      shares are so sold or transferred, (ii) such Holder provides the Borrower
      or its transfer agent with reasonable assurances that the Common Stock
      issuable upon conversion of this Debenture (to the extent such securities
      are deemed to have been acquired on the same date) can be sold pursuant to
      Rule 144 or (iii) in the case of the Common Stock issuable upon conversion
      of this Debenture, such security is registered for sale by the Holder
      under an effective registration statement filed under the Act or otherwise
      may be sold pursuant to Rule 144 without any restriction as to the number
      of securities as of a particular date that can then be immediately sold.
      Nothing in this Debenture shall (i) limit the Borrower's obligation under
      the Registration Rights Agreement or (ii) affect in any way the Holder's
      obligations to comply with applicable prospectus delivery requirements
      upon the resale of the securities referred to
  herein.

                              


                      

                    

                  

                   

                

              

            

          

          
            
              
                
                  
                    
                      
                        	
                                5)     

                              	
                                Transfers of Note to
      Comply with the Securities Act of 1933. As Amended.  The
      Holder agrees that the Note may not be sold,
      transferred, pledged, hypothecated or otherwise disposed of except as
      follows: (i) to a person who, in the opinion of counsel to the Company, is
      a person to whom the Note may legally be transferred without registration
      and without the delivery of a current prospectus under the Securities Act
      of 1933, as amended, and then only against receipt of any agreement of
      such person to comply with the provisions of this Section 3 with respect
      to any resale or other disposition of the Note; or (ii) to any person upon
      delivery of a prospectus then meeting the requirements of the Securities
      Act of 1933, as amended, relating to such Note and the offering thereof
      for such sale or disposition, and thereafter to all successive
      assignees;

                              


                      

                    

                  

                   

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          	
                                  6)     

                                	
                                  Prepayment. The
      principal amount of this Note with interest due thereon to the date of
      prepayment may be prepaid by the Company, in whole or in part, without
      premium or penalty, at any
time.

                                


                        

                      

                    

                     

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    7)     

                                  	Events of
      Default.


                          

                        

                      

                       

                    

                  

                

              

            

          

          
            
              
                
                  	 
      	
                          a)

                        	
                          This
      Note shall become and be due and payable upon written demand made by the
      Holder hereof if one or more of the
      following events, herein called "events of default", shall happen and be
      continuing and such default shall not be cured by the Company within 30
      days of written notice of such
default:

                        


                

              

               

            

          

          
            
              
                
                  
                    	 
      	
                            b)

                          	
                            Default
      in the payment of the principal and interest on this Note when and as the
      same shall become due and payable, whether by acceleration or
      otherwise;

                          


                  

                

                 

              

            

          

          
            
              
                
                  	 
      	
                          c)

                        	
                          
                            Application
      for, or consent to, the appointment of a receiver, trustee or liquidator
      of the Company or of its
property;

                          

                        


                

              

               

            

          

          
            
              
                
                  
                    	 
      	
                            d)

                          	
                            General
      assignment by the Company for the benefit of
  creditors;

                          


                  

                

                 

              

            

          

           

          
            
               

            

            
              2

              
                

              

            

            
               

            

          

           

           

           

          
            
              
                
                  
                    	 
      	
                            e)

                          	
                                  
                              Filing
      by the Company of voluntary petition in bankruptcy or a petition or an
      answer seeking reorganization or an arrangement with creditors;
      or

                            

                          


                  

                

                 

              

            

          

          
            
              
                
                  
                    
                      	 
      	
                              f)

                            	
                                    
                                Entering
      against the Company of a court order approving a petition filed against it
      under the Federal bankruptcy laws, which order shall not have been vacated
      or set aside or otherwise terminated within 120
      days.

                              

                            


                    

                  

                   

                

              

            

          

          
            
              
                
                  
                    
                      	 
      	
                              g)

                            	
                                    
                                Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      loss, theft, destruction or mutilation of this Note, and (in the case of
      loss, theft or destruction) of reasonably satisfactory indemnification,
      and upon surrender and cancellation of this Note, if mutilated, the
      Company shall execute and deliver a new Note of like tenor and date. Any
      such new Note executed and delivered shall constitute an additional
      contractual obligation on the part of the Company, whether or not this
      Note so lost, stolen, destroyed or mutilated shall be at any time
      enforceable by
anyone.

                              

                            


                    

                  

                   

                

              

            

          

          
            
              
                
                  
                    	 
      	
                            h)

                          	
                                  
                              The
      Common Stock shall cease to be quoted for trading or listed for trading on
      either the Nasdaq OTC Bulletin Board ("OTC"), Nasdaq Capital Market, New
      York Stock Exchange, American Stock Exchange or the Nasdaq National Market
      (each, a "Subsequent Market")
      and shall not again be quoted or listed for trading thereon within
      five (5) Trading Days of such
  delisting;

                            

                          


                  

                

                 

              

            

          

          
            
              
                
                  
                    
                      	 
      	
                              i)

                            	
                                    
                                The
      Company shall fail for any reason to deliver Common Stock certificates to
      a Holder prior to the fifth (5th) Trading
      Day
      after a Conversion Date or the Company shall provide notice to the Holder,
      including by way of public announcement,
      at any time, of its intention not to comply with requests for conversions
      of this Note in accordance with the terms
      hereof;

                              

                            


                    

                  

                   

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      8)     

                                    	Miscellaneous


                            

                          

                        

                         

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    	 
      	
                            a)

                          	
                            The
      Company may consider and treat the person in whose name this Note shall be
      registered as the absolute owner thereof
      for all purposes whatsoever (whether or not this Note shall be overdue)
      and the Company shall not be affected by any notice to the contrary. The
      registered owner of this Note shall have the right to transfer it by
      assignment, subject to the provisions contained herein, and the transferee
      thereof shall, upon his registration as owner of this Note, become vested
      with all the powers and rights of the transferor. Registration of any new
      owner shall take place upon presentation of this Note to the Company at
      its principal offices. In case of transfer by operation of law, the
      transferee agrees to notify the Company of such transfer and of his
      address, and to submit appropriate evidence regarding the transfer so that
      this Note may be registered in the name of the transferee. This Note is
      transferable only on the books of the Company by the Holder hereof, in
      person or by his attorney, on the surrender hereof, duly endorsed.
      Communications sent to any registered owner shall be effective as against
      all holders or transferees of the Note not registered at the time of
      sending the communication.

                          


                  

                

                 

              

            

            
              
                
                  
                    
                      	 
      	
                              b)

                            	
                              Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      loss, theft, destruction or mutilation
      of this Note, and (in the case of loss, theft or destruction) of
      reasonably satisfactory indemnification, and upon surrender and
      cancellation of this Note, if mutilated, the Company shall execute and
      deliver a new Note of like tenor and date. Any such new Note executed and
      delivered shall constitute an additional contractual obligation on the
      part of the Company, whether or not this Note so lost, stolen, destroyed
      or mutilated shall be at any time enforceable by
  anyone.

                            


                    

                  

                   

                

              

            

            
              
                
                  
                    	 
      	
                            c)

                          	
                            
                                    
                                This
      Note shall be construed and enforced in accordance with the laws of the
      State of
Nevada.

                              

                            

                          


                  

                

                 

              

            

          

          
            (Signature
Page Follows)

          

           

           

           

          
            
               

            

            
              3

              
                

              

            

            
               

            

          

           

           

           

          
            IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the
Issuance Date set out above.

          

           

           

           

           

           

          
            
              	 
      	
                      MEGA
      MEDIA GROUP INC.

                       

                       

                    
	 
      	
                      By:  /s/  Alex Shvarts            

                    
	 
      	
                      Name:  Alex
      Shvarts

                    
	 
      	
                      Title:  CFO

                    
	 
      	 
      
	
                      Agreed
      and accepted

                    	 
      
	 
      	 
      
	
                      /s/  Michael
      Jaworek            

                    	 
      
	
                      Michael
      Jaworek

                    	 
      


            

          

           

           

           

           

           

          
            
               

            

            
              4

              
                

              

            

            
               

            

          

           

           

          
            EXHIBIT
A

          

           

          
            MEGA
MEDIA GROUP, INC.

          

           

          
            CONVERSION
NOTICE

          

           

          
            Reference
is made to the Convertible Note (the "Note") issued to the
undersigned by MEGA MEDIA GROUP INC. (the "Company"). In accordance with
and pursuant to the Note, the undersigned hereby elects to convert the
Conversion Amount (as defined in the Note) of the Note indicated below into
shares of Common Stock par value $0001 per share (the "Common Stock") of the
Company, as of the date specified below.

             

            
              Date of
Conversion:                                           _______________________________________________________

              


              Aggregate Conversion Amount to be
converted:     _________________________________________________

              


              Please
confirm the following information:

              


              Conversion
Price:                                           _________________________________________________________

              


              Number of shares of Common Stock to be
issued:  ___________________________________________________

              


              Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

              


              Issued
to:              ____________________________________________________________________________

              ____________________________________________________________________________

              ____________________________________________________________________________

              


              Facsimile
Number:                         _________________________________________________________________

              


              Authorization:                                _________________________________________________________________

              


              By:           ____________________________________________________________________________

              


              Title:  ________________________________________________________________________

              


              Dated:                      ___________________________________________________________________________________

              


              Account
Number:                                           ___________________________________________________________

              (if electronic book entry
transfer)

              


              Transaction Code
Number:                           ___________________________________________________________

              (if electronic book entry
transfer)

              


            

          

           

          
            
               

            

            
              5

              
                

              

            

            
               

            

          

           

          
            
              	
                       

                       

                       

                       

                      Mega
      Media Group, Inc.

                       

                      BOARD RESOLUTION
      APPROVING BORROWING

                       

                          WHEREAS, this
      Board of Directors deems it desirable and in the best interests of this
      corporation to borrow One Hundred Thousand dollars ($100,000.00) (the
      "Loan") from Jaworek Capital LLC. ("Jaworek").

                       

                          NOW,
      THEREFORE, BE IT RESOLVED, that this corporation borrow on or about June
      16th,
      2008 the amount of One Hundred Thousand dollars ($100,000.00) from Jaworek
      Capital LLC; that the annual interest rate of the Loan shall be 9%; that
      the Loan shall mature June 15th, 2009; that the Loan shall be due and
      payable in full at the end of such period; and that the Loan shall be
      evidenced by a promissory note substantially in the form attached hereto
      as Exhibit A (the "Note").

                       

                          RESOLVED
      FURTHER, that the President or the Chief Financial Officer of this
      corporation are hereby authorized, directed and empowered to execute, for
      and on behalf of this corporation and in its name, any and all documents
      required in connection with the Loan, including but not limited to the
      Note, substantially in the form attached hereto as Exhibit A, with such
      changes thereto as the person executing same shall approve, such approval
      to be conclusively evidenced by the execution and delivery
      thereof.

                       

                          RESOLVED, that
      the officers of this corporation are, and each acting alone is, hereby
      authorized to do and perform any and all such acts, including execution of
      any and all documents and certificates, as such officers shall deem
      necessary or advisable, to carry out the purposes and intent of the
      foregoing resolutions.

                       

                          RESOLVED
      FURTHER, that any actions taken by such officers prior to the date of the
      foregoing resolutions adopted hereby that are within the authority
      conferred thereby are hereby ratified, confirmed and approved as the acts
      and deeds of this corporation.

                      Approved
      June 16th, 2008 by:

                       

                             
      /s/  Aleksandr Shvarts    

                          

                          Aleksandr
      Shvarts                                    Elan
      Kaufman

                       

                       

                       

                          Lev
      Paukman                                        Kurt
      Dalmata