PROMISSORY
      NOTE

     

    The
      Note has not been registered with the Securities and Exchange Commission, or
      the
      securities commission of any state, in reliance upon an exemption from
      registration under the Securities Act of 1933, as amended (the “Securities
      Act”), and accordingly, may not be offered or sold except pursuant to an
      effective registration statement under the Securities Act or pursuant to an
      available exemption from, or in a transaction not subject to, the registration
      requirement of the Securities Act and in accordance with applicable state
      securities laws as evidenced by a legal opinion of counsel to the transferor
      to
      such effect, the substance of which shall be reasonably acceptable to the
      Company.

     

    


    
      	
              $400,000

            	
              March
                31, 2006

            


    

    


    


    1. Amount;
      Obligation to Pay; Interest Rate.
      FOR
      VALUE RECEIVED, as hereinafter set forth and at the times hereinafter stated,
      The Tube Media Corp., a Delaware corporation (the “Maker”), whose mailing
      address is 1451 W. Cypress Creek Road, Suite 300, Fort Lauderdale,
      FL,
      33309
promises
      to pay to the order of Barry Honig (the "Payee"), whose mailing address is
      ____________________,
      in funds
      constituting legal tender of the United States of America, the principal sum
      of
      Four Hundred Thousand dollars ($400,000), with interest as set forth in
      Paragraph 3 hereof.

    


    2. Interest
      Rate.
      Interest shall accrue on the unpaid principal balance of this Note from the
      date
      of issuance until paid in full at the rate of four percent (4%) per year,
      calculated on a 365/366 day year, as applicable, provided, however, that upon
      an
      Event of Default (as defined below), interest shall accrue as provided in
      Paragraph 7 hereof.

    


    3.
       Payment
      Terms.
      Principal and Interest on this
      Note
      shall be paid one year from the date hereof (the “Maturity Date”).
      Notwithstanding the foregoing, the payments due hereunder shall be accelerated,
      in whole or in part, as set forth below: (i) in the event a round of financing
      of not less than $2.0 million and not more than $2.49 million is closed, whether
      through Payee or any third party, at any time prior to the Maturity Date, then
      in such event the Maker shall pay to Payee an amount equal to $320,000, and
      (ii)
      in the event a round of financing equal to $2.5 million or greater is closed,
      whether through Payee or any third party, at any time prior to the Maturity
      Date, then in such event the Maker shall pay to Payee all sums due under this
      Note. Maker may prepay all or any part of interest or principal without
      penalty.

    


    4. Manner
      and Place of Payment; Holidays.
      All
      payments on this Note shall be made in coin or currency which, at the time
      or
      times of payment, constitute legal tender for public or private debts in the
      United States of America. All payments on this Note shall be made to Payee
      at
      the address stated above, or at such other address as Payee shall designate
      in
      writing. If the prescribed date of payment of any of the principal or interest
      hereon is a Saturday, Sunday or legal holiday, such payment shall be due on
      the
      next succeeding business day.

    


    5. Events
      of Default and Acceleration.
      Time is
      of the essence of this Note. The occurrence of the event shall constitute an
      “Event of Default” hereunder: (i) Maker's failure to pay timely any amount due
      hereunder; (ii) bankruptcy, reorganization, insolvency or liquidation
      proceedings or other proceedings for relief under any bankruptcy law or any
      law
      for the relief of debtors shall be instituted by or against Maker and, if
      instituted against Maker, Maker shall by any action or answer approve of,
      consent to or acquiesce in any such proceedings or admit the material
      allegations of, or default in answering a petition filed in any such proceeding
      or such proceedings shall not be dismissed within ninety (90) calendar days
      thereafter; or (iii) any breach by Maker, that remains uncured for greater
      than
      5 days after receipt of written notice of same, of any of the terms of this
      Note
      (other than payment obligations) or any other agreement between Maker or Payee.
      If any such Event of Default occurs, Payee may, then or at any time thereafter,
      without notice (except as may be required by law), and at its option, accelerate
      maturity and cause the entire unpaid principal balance of this Note, with
      interest, fees and charges accrued hereon, to become immediately due and
      payable. If Payee waives Payee's right to accelerate maturity as a result of
      an
      Event of Default hereunder, either one or more time or repeatedly, nevertheless
      Payee shall not be deemed to have waived the right to require strict compliance
      with the terms of this Note thereafter. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Interest
      After Event of Default, Acceleration or Maturity.
      Upon an
      occurrence of an Event of Default hereunder, the entire unpaid balance of said
      principal sum and interest then accrued shall bear interest, while such Event
      of
      Default continues both before and after judgment, at twelve percent (12%) per
      year on the unpaid balance until paid, calculated on a 365/366 day year, as
      applicable.

    


    7. Application
      of Payments.
      All
      sums paid hereon shall be applied first to the payment of accrued interest
      due
      on the unpaid principal balance and the remainder to the reduction of unpaid
      principal.

    


    8. Attorney's
      Fees and Expenses.
      In the
      event that Payee or other holder of this Note brings suit hereon, or employs
      an
      attorney or incurs expenses to compel payment of this Note or any portion of
      the
      indebtedness evidenced hereby, or to cure any Event of Default under this Note,
      whether through suit, probate, insolvency, reorganization, bankruptcy or any
      other legal or informal proceeding, the Maker and all endorsers, guarantors
      and
      sureties agree additionally to pay all reasonable attorney's fees, court costs
      and other reasonable expenses thereby incurred by Payee or other holder of
      this
      Note. 

    


    9. Waiver.
      Except
      as may be required by law, Maker and all endorsers, guarantors, sureties and
      accommodation parties of this Note, both before and after maturity, hereby
      expressly (i) waive all protest, notice of protest, demand for payment,
      presentment for payment, notice of intention to accelerate maturity, notice
      of
      acceleration of maturity, notice of dishonor, bringing of suit, and diligence
      in
      taking any action to collect any amounts called for hereunder and in the
      handling of properties, rights or collateral at any time existing in connection
      herewith; (ii) consent to and waive notice of any one or more renewal, extension
      or modification of this Note, whether made to or in favor of the Maker or any
      other person or persons, regardless whether such renewal, extension or
      modification modifies the terms, interest rate or time for payment of the Note
      and regardless of the length of term of the renewal, extension or modification;
      (iii) consent to and waive notice of any substitution, exchange or release
      of
      any security hereafter given for this Note; (iv) consent to and waive notice
      of
      the release of any party primarily or secondarily liable hereon; (v) consent
      to
      and waive notice of any other indulgences, none of which shall otherwise affect
      the liability of any of said parties for the indebtedness evidenced by this
      Note; and (vi) agree that it will not be necessary for Payee, in order to
      enforce payment of this Note, first to institute suit against or to exhaust
      Payee's remedies against Maker or any other party liable hereunder, or to
      proceed against any other security for this Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    10. Parties
      in Interest.
      This
      Note may be assigned by Payee at any time upon notice to Maker. This Note may
      not be assigned by Maker without the prior written consent of Payee. This Note
      will be binding in all respects upon Maker and inure to the benefit of Payee
      and
      its permitted successors and assigns.

    


    11. Definitions.
      The
      terms "Maker" and "Payee" and other nouns and pronouns include the singular
      and/or the plural, as appropriate. The terms "Maker" and "Payee" also include
      their respective heirs, personal representatives, permitted successors and
      assigns. The term "Payee" includes subsequent permitted holders of this Note.
      Where the Maker is a partnership or joint venture, the term "Maker" also
      includes each partner or joint venturer in such party's personal capacity.
      

    


    12. Choice
      of Law; Venue.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Note shall be governed by and construed and enforced in accordance
      with
      the internal laws of the State of Florida, without regard to the principles
      of
      conflicts of law thereof. Each party agrees that all proceedings concerning
      the
      interpretations, enforcement and defense of the transactions contemplated by
      this Note (whether brought against a party hereto or its respective affiliates,
      directors, officers, shareholders, employees or agents) shall be commenced
      exclusively in the state and federal courts sitting in Broward County, Florida.
      Each party hereto hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in Broward County, Florida for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, that such proceeding
      is improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such proceeding by mailing
      a
      copy thereof via registered or certified mail or overnight delivery (with
      evidence of delivery) to such party at the address in effect for notices to
      it
      under this Note and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. The parties hereto hereby irrevocably waive, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Note or the transactions
      contemplated hereby. If any party shall commence a proceeding to enforce any
      provisions of this Note, then the prevailing party in such proceeding shall
      be
      reimbursed by the other party for its reasonable attorneys fees and other costs
      and expenses incurred with the investigation, preparation and prosecution of
      such proceeding.

    


    13. Notice.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given one (1) business day after
      delivery to an overnight carrier with instructions to deliver to the applicable
      address set forth above, or, if sent by facsimile, upon receipt of a
      confirmation of delivery.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    THIS
      NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
      OF THE PARTIES.

    


    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    


    IN
      WITNESS WHEREOF, Maker has executed this Note effective as of the date first
      set
      forth above.

     

    
      
        	 	
                MAKER:

              	 
	 	 	 
	 	
                The
                  Tube Media Corp. 

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                
                  /s/
                    David Levy

                

              
	 	
                Name:

              	
                
                  David
                    Levy

                

              
	 	
                Its:

              	
                President