EXHIBIT 10.26


THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED
OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii)
UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                         10% CONVERTIBLE PROMISSORY NOTE

$6,640,000                                                 As of August 13, 1998


         FOR VALUE RECEIVED, and intending to be legally bound hereby, CAPITAL
MEDIA GROUP LIMITED, a Nevada corporation (hereinafter referred to as "Maker"),
hereby promises to pay, on October 31, 2000 (the "Maturity Date"), in lawful
money of the United States to the order of MMP, S.A. (hereinafter referred to as
"Holder") the principal sum of SIX MILLION SIX HUNDRED and FORTY THOUSAND
DOLLARS AND NO/100 ($6,640,000), as adjusted pursuant to the terms hereof,
including interest on the outstanding principal balance from the date hereof as
calculated below.

         This Note acknowledges receipt of FOUR HUNDRED THOUSAND DOLLARS
($400,000) received in June 1998 as part of the total principal sum referred to
in this Note and the Holder has by execution of this Note agreed to advance the
sum of $1,440,000 of the principal sum to the Maker in monthly instalment
payments of $60,000 receivable by the Maker over a period of two years; and in
addition to supply broadcast services to a subsidiary company of the Maker
pursuant to the terms of the Services Agreement entered into on July 27, 1998
(the "Services Agreement"), for value representing $4,800,000 being the balance
of the principal sum, in monthly instalment values of $200,000 receivable by the
Maker over a period of two years.

         1. GENERAL. Interest shall accrue on the unpaid principal balance of
this Note at the rate of interest of Ten Percent (10%) per annum (the "Interest
Rate"). Interest shall be computed on the basis of a 365 day year and the actual
number of days elapsed. The Maker shall have the right to prepay the Note upon
five (5) days notice to Holder giving it the opportunity during such five (5)
day period to convert this Note into shares of the Common Stock of Maker, as
described in Section 2 hereof. All prepayments hereon shall be applied (i)
first, to any accrued and unpaid interest, and (ii) second, to the principal
amount outstanding under this Note.

         Interest accrued from the date hereof on the outstanding principal
balance of the Note shall be payable upon the earlier of (i) the Maturity Date
or (ii) upon acceleration of all amounts due and owing hereunder in accordance
with the terms hereinafter set forth.


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Anything herein to the contrary notwithstanding, (a) after maturity, whether by
acceleration or otherwise, and whether prior to or after a judgement against the
Maker, or (b) during the continuation of an event of Default (herein defined),
the rate of interest shall be five percent (5%) per annum plus the Interest Rate
(the "Default Rate"). The Default Rate shall continue in effect until payment of
all amounts due and payable pursuant hereto or until the event of Default shall
have been cured, as applicable.

         Notwithstanding any provision contained herein to the contrary, the
total liability of Maker for payment of interest pursuant hereto, including late
charges, shall not exceed the maximum amount of such interest permitted by law
to be charged, collected or received from Maker, and if any payments by maker
include interest in excess of such maximum amount, Holder shall apply such
excess to the reduction of the unpaid principal amount due pursuant hereto, or
if none is due, such excess shall be refunded to Maker.

         All payments of principal and interest shall be made in immediately
available funds at the address of Holder or at such other place as shall be
designated by the Holder.

         2. SECURITY AND SUBORDINATION As Security for performance of Maker's
obligations under this Note, Maker hereby grants to the Holder a security
interest, on the same collateral upon which Instar Holdings Inc. ("Instar") has
been granted under that certain Facility Agreement dated October 31, 1996 by and
between Maker and Instar and so amended between Instar and Superstar Ventures
Limited ("Superstar") in an Amendment Agreement dated July 17, 1998. The
security is to rank after the security collateral upon which Instar and
Superstar has been granted by the Maker pursuant to the Facility Agreement and
Amendment Agreement, and shall in addition rank after the rights and obligations
granted by the Maker pursuant to the Line of Credit Agreements between MMP,SA
and Superstar Ventures Limited dated March 23, 1998 and March 24, 1998
respectively.

         3. CONVERTIBILITY. The outstanding principal and accrued interest under
this Note shall automatically convert into fully-paid and non-assessable shares
of Common Stock of the Maker at the rate of one (1) share of Common Stock for
each Ten Cents, ($0.10) of outstanding principal and accrued interest hereunder
(as may be adjusted, the "Note Conversion Rate") at such time as Maker's
shareholders have approved (the "Stockholder Approval") an amendment to the
Corporation's Articles of Incorporation increasing the number of authorized
shares of Common Stock of the Corporation by at least that number of shares of
Common Stock into which outstanding shares of Series A Preferred Stock of Maker
and outstanding Notes are then convertible. Following Stockholder Approval and
until this Note is duly surrendered by the Holder in exchange for Common Stock,
(A) the Note shall be deemed to represent only the equivalent number of shares
of Common Stock and rights appurtenant thereto into which this Note has been
converted, and (B) no principal or accrued interest under this Note shall
continue to be outstanding for any purposes, whether or not the Note has
physically been presented for cancellation.

a.       The Note Conversion Rate shall be subject to adjustment from time to
         time in certain instances as hereinafter provided. Each adjustment of
         the Note Conversion Rate shall be rounded to the nearest four decimal
         places.

b.       The Note Conversion Rate shall be subject to adjustment from time to
         time as follows:


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         (i)      If the maker shall at any time pay a dividend or distribution
                  on Common Stock in Common Stock, subdivide its outstanding
                  shares of Common Stock into a larger number of shares, or
                  combine its outstanding shares of Common Stock into a smaller
                  number of shares, the Note Conversion Rate in effect
                  immediately prior thereto shall be adjusted so that the then
                  outstanding principal and accrued interest of this Note shall
                  thereafter be convertible into the number of shares of Common
                  Stock which the holder of this Note would have been entitled
                  to receive after the happening of any of the events described
                  above had such outstanding amounts been converted immediately
                  prior to the happening of such event. An adjustment made
                  pursuant to this subparagraph shall become effective
                  retroactively to the record date in the case of a dividend and
                  shall become effective on the effective date in the case of
                  subdivision or combination.

         (ii)     In case of any capital reorganization or any reclassification
                  of the capital stock of the Maker or in case of the
                  consolidation or merger of the Maker with another corporation
                  or in the case of any sale or conveyance of all or
                  substantially all of the property of the Maker, the
                  outstanding principal and accrued interest of this Note shall
                  thereafter be convertible into the number of shares of stock
                  or other securities or property (including cash) receivable
                  upon such capital reorganization, reclassification of capital
                  stock, consolidation, merger, sale or conveyance, as the case
                  may be, by the holder of the number of shares of Common Stock
                  into which such outstanding amounts were convertible
                  immediately prior to such capital reorganization,
                  reclassification of capital stock, consolidation, merger, sale
                  of conveyance; and, in any case, appropriate adjustment (as
                  determined by the Board of Directors) shall be made in the
                  application of the provisions herein set forth with respect to
                  rights and interests thereafter of the Holder of this Note to
                  the end that the provisions set forth herein (including the
                  specified changes in and other adjustments of the Note
                  Conversion Rate) shall thereafter be applicable, as nearly as
                  may be reasonably possible, in relation to any shares of
                  capital stock or other securities or other property thereafter
                  deliverable upon the conversion into Common Stock of this
                  Note.

c.       The Maker shall, upon Stockholder Approval and the filing of the
         appropriate Articles of Amendment formalizing the increase in the
         number of authorized shares of Common Stock, deliver certificates
         representing the shares issuable and available out of its authorized
         and unissued Common Stock, for the conversion of this Note as provided
         herein.

d.       Once the Note has been converted as provided herein, the Holder shall
         promptly surrender this Note at the office appointed as aforesaid,
         which Note shall be duly marked "CANCELLED".



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         The Maker will, as soon as practicable after such surrender of this
Note for conversion, issue and deliver at the office appointed as aforesaid, to
the Holder, certificates for the number of full shares of Common Stock to which
such person shall be entitles as aforesaid, together with a cash adjustment for
any fraction of a share as hereinafter stated, if not evenly convertible.
Subject to the following provisions of this paragraph, such conversion shall be
deemed to have been made as of the date on which Articles of Amendment
formalizing the increase in the Company's authorized capital stock are filed
with the appropriate governmental authorities in Nevada, and the person or
persons entitled to receive the Common Stock issuable upon conversion of this
Note shall be treated for all purposes as the record holder or holders of such
Common Stock on such date.

e.       No fraction of shares of Common Stock are to be issued upon conversion,
         but in lieu thereof the Maker will pay therefor in cash a sum based on
         the fair market value of the Common Stock, as determined by a
         resolution of the Board of Directors.

f.       The certificates representing the Common Stock issued upon conversion
         of this Note shall bear a legend substantially similar to the
         following:

         "The securities represented by this certificate have not been
registered under the Securities Act of 1933 ("Act"), and may not be offered or
sold except (i) pursuant to an effective registration statement under the Act,
(ii) to the extent applicable, pursuant to Rule 144 under the Act (or any
similar rule under such Act relating to the disposition of securities), or (iii)
upon the delivery by the holder to the Company of an opinion or counsel,
reasonably satisfactory to counsel to the issuer, stating that an exemption from
registration under such Act is available."

                  4. DEFAULT. An Event of Default shall be deemed to occur if
         one or more of the following events shall occur:

         a.       A default in the due and punctual payment of the amounts owed
                  hereunder when and as such amounts shall become due and
                  payable:

         b.       A default in the due observance or performance of any covenant
                  or agreement on the part of the Maker to be observed or
                  performed pursuant to the terms hereof, if such default shall
                  continue uncured for ten (10) days afters written notice
                  specifying such default shall have been given to Maker;



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         c.       Maker shall (i) apply for or consent to the appointment of a
                  receiver, trustee or liquidator for itself or any of its
                  properties or assets, (ii) be unable or admit in writing its
                  inability to pay its debts as they mature, (iii) make a
                  general assignment for the benefit of its creditors, (iv)
                  commence a voluntary case for relief as a debtor under the
                  United States Bankruptcy Code or file a petition or an answer
                  seeking reorganization or an arrangement with creditors or to
                  take advantage of any applicable law respecting bankruptcy,
                  reorganization, insolvency, readjustment of debts, dissolution
                  or liquidation, which case or petition remains undismissed for
                  sixty (60) days after the entry thereof, (v) file any answer
                  admitting the material allegations of a petition filed against
                  it in any proceeding under any such applicable law or (vi)
                  take any action for the purpose of effecting any of the
                  foregoing; or

         d.       Any involuntary case under the United States Bankruptcy Code
                  (or such code of another jurisdiction as may be applicable to
                  Maker) being commenced against Maker or a petition being filed
                  against Maker seeking similar relief under any other
                  applicable law and such case or petition remaining undismissed
                  for sixty (60) days after the entry thereof.

         Upon the occurrence of an Event of Default or at any time thereafter
the Holder may declare the entire unpaid principle balance of this Note and
interest accrued thereon to be immediately due and payable ("the balance due").

         5. REPRESENTATIONS. Maker represents and warrants to Holder as follows:
(i) the execution and delivery of this Note and the performance by Maker of its
obligations hereunder have been duly authorized by all necessary corporate
action on part of Maker; and (ii) this Note has been duly executed and delivered
by Maker and constitutes the legal, valid, binding and enforceable obligation of
the Maker, enforceable in accordance with its terms.

         6. MISCELLANEOUS. All notices given under this Note shall be by
personal service or by overnight courier service or by first class mail, postage
prepaid, return receipt requested, to the parties at the following addresses:

            If to Maker:

            Capital Media Group Limited
            C/o 2 rue du nouveau Bercy
            94220 Charenton
            France

            Attention: Gilles Assouline, President and Chief Executive Officer

            If to Holder:

            MMP, SA

            144 Avenue du President Wilson
            93200 La Plaine - Saint Denis
            France

            Attention: Jean-Francois Klein, Chief Financial Officer of AB Groupe


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or to such other addresses as may be specified by like notice, and shall be
deemed to have been duly given or made three days after delivered or deposited
in the mails as aforesaid or one day after delivery to an overnight courier, if
next day delivery is so requested and is so available and such delivery is so
effectuated.

         Maker hereby waives presentment for payment, demand, notice of
non-payment, notice of protest and protest of this Note, and all other notices
in connection with the delivery, acceptance, performance, default, dishonor or
enforcement of the payment of this Note.

         Any failure by the Holder to insist upon the strict performance by the
Maker of any of terms and provisions hereof shall not be deemed to be a waiver
of any of the terms and provisions hereof, and the Holder, notwithstanding any
such failure, shall have the right thereafter to insist upon the strict
performance by the Maker of any and all terms and provisions hereof to be
performed by the Maker.

         This instrument shall be construed according to and governed by the
laws of the England without regard to any laws as to conflict of laws. If any of
the provisions or terms of this note, or any instrument securing payment hereof,
shall be held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not effect any other of the terms hereof or of such other
instrument, and this Note and such other instrument shall be construed as if
such unenforceable term had never been contained herein or therein.

IN WITNESS WHEREOF, Maker has caused this Note to be executed as of the date
first written above.

                       CAPITAL MEDIA GROUP LIMITED

                       By: /s/ GILLES ASSOULINE
                           ---------------------------------
                           Gilles Assouline, President, Chairman and CEO

                      By: /s/ MICHEL ASSOULINE
                          ---------------------------------
                          Michel Assouline, Director and Chief Operating Officer

Terms approved and agreed to
This 13th day of August 1998.

MMP, SA

By: /s/ JEAN-FRANCOIS KLEIN
    -------------------------
    Jean-Francois Klein


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