Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement  ("Agreement") is made and entered into as of
this 5th day of December, 2004, by and between 110 Media Group, Inc., a Delaware
corporation  (the "Buyer"),  and Global Reach,  Inc., a Nevada  corporation (the
"Seller").

                                    RECITALS

     A. Seller is an  owner/operator of various internet  properties,  including
several subscription-based websites in the adult entertainment industry; and

     B. Seller desires to sell its suite of free webhosting sites commonly known
as Web1000.com (and excluding any subdomains of xxx.com)  ("Website") along with
the  operating  assets  related to that Website to Buyer,  and Buyer  desires to
purchase those assets,  on the terms and subject to the  conditions  hereinafter
set forth;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
warranties,  representations,  covenants and agreements  hereinafter  set forth,
Seller and Buyer hereby mutually agree as follows:

     1. PURCHASED ASSETS. Seller agrees to sell, assign, transfer and deliver to
Buyer, and Buyer agrees to purchase from Seller, on the Closing Date (as defined
in section 4 hereof),  all of the right,  title and interest of Seller in and to
all of the following assets (the "Purchased Assets") which are owned and/or used
by Seller in connection with the operation of the Website, free and clear of all
security interests, liens, claims and other encumbrances:

           all operating assets used in the operation of the Website which shall
           include,  without  limitation,  all data,  licenses (excluding patent
           licenses which shall be addressed in a separate  document),  accounts
           receivable  for monies  earned after the date of the asset  purchase,
           domain name(s), a non-exclusive  license to all source codes, website
           designs, trademarks and trade names, video and photo content, prepaid
           expense,  customer lists, leases and contracts which Buyer chooses to
           assume, and books and records.

     2.  LIABILITIES  ASSUMED BY BUYER.  Buyer and Seller agree that Buyer shall
not  assume,  nor shall  Buyer in any way be  responsible  for,  any  liability,
obligation,  claim or  commitment,  contingent,  actual or  otherwise,  known or
unknown, of Seller or any of its shareholders, directors, officers, employees or
agents,  it being expressly  understood and agreed that Seller shall continue to
be responsible for any and all liabilities,  obligations,  claims or commitments
of Seller or  related to the  Website  entered  into on or prior to the  Closing
Date, including but not limited to, any sales,  income,  payroll or other taxes,
obligations to other  creditors  including  vendors,  employees and customers or
other liabilities,  obligations, claims or commitments of the Seller incurred in
connection  with  the  transactions  contemplated  hereby.  Notwithstanding  the
preceding  sentence,  Buyer agrees that it will, on the Closing Date, assume and
agree  to  perform  and  discharge  solely  and  only  those  leases,  licenses,
agreements and contracts set forth on Schedule 2(a).

     3. PURCHASE PRICE AND PAYMENT.  The purchase  price (the "Purchase  Price")
for the  Purchased  Assets  shall be equal to the sum of Four  Hundred  Thousand
Dollars ($400,000.00). The Purchase Price shall be payable as follows:


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           (a) $50,000.00 in cash (the "Cash") at the Closing; and

           (b)  $50,000.00  payable  thirty  (30)  days  from the  Closing  Date
evidenced by a promissory note ("Note 1") in the form of Exhibit 3(b).

           (c) $100,000 payable in twelve equal monthly installments  commencing
60 days from the Closing Date  evidenced by a promissory  note ("Note 2") in the
form of Exhibit 3(c).

           (d)  The  issuance  of  Two  Hundred  Dollars   ($200,000)  worth  of
registered and readily and publicly  tradable shares of the Buyer's common stock
at the Closing.  To determine  the number of shares of common stock to be issued
at  Closing,  the value of the shares will be  calculated  by taking the closing
prices of the  Buyer's  common  stock for the thirty  trading  days  immediately
preceding the Closing Date,  discarding the ten (10) highest and ten (10) lowest
closing  prices and averaging the remaining ten days closing prices to determine
the value of the shares  ("Share  Value").  The Share Value will then be divided
into $200,000 to establish the number of shares to be issued at Closing.

     4.    CLOSING.

           A. The  Closing  ("Closing"  or "Closing  Date") of the  transactions
contemplated hereby shall take place at the office of Sommer & Schneider LLP, at
595 Stewart  Avenue,  Suite 710,  Garden City, New York 11530, at 10 a.m. on the
20th day of November,  2004,  or at such other  place,  time or date as shall be
mutually agreed upon by Seller and Buyer,  including an "attorney escrow closing
by mail".

           B. At the Closing, Seller shall deliver to Buyer the following:

               (i) such bill of sale or other good and sufficient instruments of
assignment, transfer and conveyance as Buyer shall reasonably request, to convey
and to  transfer  to Buyer  all  right,  title  and  interest  of  Seller in the
Purchased  Assets to Buyer,  free and clear of all  security  interests,  liens,
claims and encumbrances;

               (ii) all appropriate  instruments  granting to Buyer the right to
the use of the corporate and tradename  "Web1000.com"  and all other  tradenames
and trademarks  owned or used by Seller in connection  with the operation of the
Website;

               (iii) such other  instrument or instruments of transfer,  if any,
as shall be necessary or  appropriate  to vest in the Buyer good and  marketable
title to the Purchased Assets;

               (iv)  delivery of Required  Consents (as defined in section 7(b);
and

               (v) delivery, if necessary,  of UCC-3 termination  statements and
all other  documents  and  instruments  necessary to release and  discharge  all
liens,  claims,  security  interests  and other  encumbrances  on all  Purchased
Assets.

     C. At the Closing, Buyer shall deliver to Seller the following:

               (i) the $50,000.00 in Cash;

               (ii) Note 1;

               (iii) Note 2; and


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               (iv)  Stock  certificate  representing  1,030,928  shares  of the
Buyer's common stock registered in the name of the Seller.

     5.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS OF SELLER.  Seller  hereby
represents  and  warrants,  and from and after this date,  covenants to Buyer as
follows:

           (a)  Organization  and  Authority.  Seller  is  a  corporation,  duly
organized, validly existing, and in good standing under the laws of the State of
Nevada  and has all  requisite  corporate  power and  authority  to carry on its
business as it is presently being conducted,  to enter into this Agreement,  and
to carry out and perform the transactions  contemplated  hereby.  The execution,
delivery and  performance of this  Agreement by Seller has been duly  authorized
and  approved by its Board of  Directors,  and will not violate its  Articles of
Incorporation,  By-Laws,  or any agreement to which it is a party or by which it
is bound or any law, rule,  regulation or court order.  This Agreement,  and all
other  instruments,  documents  and  agreements  to be  delivered  by  Seller in
connection  therewith,  are the legal,  valid and binding  obligation  of Seller
enforceable in accordance with its, and their, terms.

           (b)  Title.  Seller  has  good  and  marketable  title  to all of the
Purchased  Assets,  free and  clear  of any  liabilities,  obligations,  claims,
security interest, liens or encumbrances.

           (c) No Material Adverse Change. Since August 27, 2004, there has been
no material adverse change in the Purchased Assets.

           (d) Taxes.  Seller  has timely  filed all  required  federal,  state,
county and local income, excise,  withholding,  property,  sales, use, franchise
and other tax returns,  declarations  and reports which are required to be filed
on or before the date hereof and has paid or  reserved  for all taxes which have
become due  pursuant to such  returns or pursuant  to any  assessment  which has
become payable except for taxes which it has contested in good faith.

           (e) Litigation.  There is no litigation or proceeding or governmental
investigation pending or, to the knowledge of Seller,  threatened against Seller
or relating to the Purchased Assets.

           (f) Compliance with Laws. Since August 27, 2004,  Seller has complied
in all  material  respects  with all  federal,  state and local laws,  statutes,
rules,  regulations,  ordinances  and codes,  and has received no written notice
from  any  governmental  agency  asserting  that a  violation  has  or may  have
occurred.

           (g) No Defaults.  All leases,  agreements and other contracts assumed
by Buyer are in full force and  effect,  with no default or breach  existing  or
which would occur but for the existence of notice or the lapse of time.

           (h) Equipment. No equipment shall be included as part of this sale.

           (i) Completeness of Assets.  The Purchased Assets comprise all of the
assets  which  are  necessary  to  operate  the  Website,   excluding  hardware,
connectivity,  and  collocation,  and its related business in the manner that it
has been previously conducted.

     6.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  BUYER.  Buyer  hereby
represents  and  warrants,  and from and after this date  covenants  to Buyer as
follows:

           (a)  Organization  and  Authority.  Buyer  is  a  corporation,   duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and has all  requisite  corporate  power and  authority to carry on its
business as it is presently being conducted,  to enter into this Agreement,  and
to carry out and perform the transactions  contemplated  hereby.  The execution,


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delivery and performance of this Agreement by Buyer has been duly authorized and
approved  by its  Board of  Directors,  and will not  violate  its  Articles  of
Incorporation,  By-Laws,  or any agreement to which it is a party or by which it
is bound or any law, rule,  regulation or court order.  This Agreement,  and all
other  instruments,  documents  and  agreements  to be  delivered  by  Buyer  in
connection  therewith,  are the legal,  valid and  binding  obligation  of Buyer
enforceable in accordance with its, and their, terms.

     7.  ACTIONS  PRIOR TO THE  CLOSING  DATE.  The  respective  parties  hereto
covenant and agree to take the following actions between the date hereof and the
Closing Date:

           (a) Investigation of Seller by the Buyer.  Seller shall afford to the
officers,   employees  and  authorized   representatives   (including,   without
limitation,  independent  public  accountants and attorneys) of the Buyer a full
and complete  opportunity  to conduct and complete  its  acquisition  review and
analysis of the  Purchased  Assets and  Assumed  Liabilities  (the  "Acquisition
Review"),   including  a  review  of  Seller's  books  and  records,   financial
information,   contracts  and  agreements  (including  all  non-competition  and
non-solicitation  covenants binding on Seller or its employees),  inspection and
review of the physical  operations  of the Seller's  business,  and the right to
contact and communicate with Seller's vendors, creditors,  customers, employees,
independent  contractors and others having a business  relationship with Seller.
Buyer agrees that it will keep and maintain any and all information  obtained by
it, its agents,  and  counsel,  confidential,  and will not make use of any such
information other than for its evaluation of the proposed transaction.

           (b)  Consents  and  Approvals.  Seller  shall  use its  best  efforts
promptly  to  obtain  all  consents  and  amendments  from  parties  to  leases,
contracts,  licenses  and other  agreements  set forth on  Schedule  2(a)  which
require  consent,  together  with  estoppel  letters  from  parties to  material
agreements (the "Required Consents").

           (c)  Exclusive   Dealing.   Seller  and  its  affiliates  shall  deal
exclusively  with the Buyer with  respect to the sale of the  Purchased  Assets.
Seller shall not solicit,  encourage or entertain offers or inquiries (nor shall
Seller or any of its  affiliates  authorize  or permit  any  director,  officer,
employee,  attorney,  accountant  or other  representative  or agent to solicit,
encourage  or  entertain  offers or  inquiries)  from other  possible  acquiring
companies,  persons or entities,  provide  information  to or participate in any
discussions or negotiations with any companies,  persons or entities with a view
to an acquisition of all or substantially all of Seller's assets or stock or any
interest therein.

           (d)  Non-Compete/Non-Solicitation.  Seller, and its affiliates, shall
not, individually or as a consultant,  shareholder, partner, venturer, director,
officer, agent or otherwise, engage in any of the following actions:

               (i) for a two(2) year period following the Closing,  Seller shall
not engage in the business of hosting adult  html-based  web sites at no cost to
the website creator. Buyer understand that Seller is active in the 3-Dimensional
and Virtual Reality  internet  environment  space (such as that currently run at
http;//www.redlightcenter.com  and  http://www.worlds  com) and that  Seller may
engage in any business  whatsoever within that  environment,  which business may
involve providing free hosting of content  specifically  related to the services
and products provided at said web sites,  without such activity being considered
a violation of this provision;  and (ii) Seller may continue to operate free web
hosting from subdomains of the xxx.com  domain,  but shall not take new web site
registrations  after the Closing Date. Seller shall stop allowing webmasters for
such  subdomains  to make any  updates to their  websites  within 30 days of the
Closing Date. Seller shall be permitted to allow changes to such websites at any
time (i) for legal reasons, such as eliminating copyright infringement,  (ii) to
permit a redirection of the site to another web host,  (iii) to delete  content,
or (iv) as part of a shutdown of all hosting operations of such subdomains.

     In  addition,   Seller  shall  keep  and  maintain  all   confidential  and
proprietary  information  regarding  the  Purchased  Assets,  including  without
limitation,   financial   statements,   customer  and  supplier  lists,  pricing
information,  sales and purchases  margins and  practices,  methods of telephone
solicitation and similar information  regarding the business and affairs related


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to the Purchased Assets, confidential and shall not disclose such information to
any third person or exploit such information personally except as required under
law, or if such information is in the public domain.

     Seller  understands  and  agrees  that this  section  is  critical  to this
Agreement,  and in the event that Seller commits a breach of this section, Buyer
shall have the non-exclusive right and remedy to have this section  specifically
enforced to the extent  permitted  by any court of  competent  jurisdiction,  it
being  acknowledged  and agreed that any breach or threatened  breach will cause
immediate irreparable injury to Buyer and that monetary damages will not provide
an  adequate  remedy  at law.  If any of the  provisions  contained  herein  are
construed to be invalid or unenforceable in any jurisdiction, (x) the same shall
not affect the remainder of the provisions or the enforceability  thereof, which
shall be given full force and effect and (y) the court making such determination
shall have the power to reform the duration and/or scope of such section.

     8.  CONDITIONS  PRECEDENT TO OBLIGATIONS OF SELLER.  The obligations of the
Seller under this Agreement shall be subject to the satisfaction, on or prior to
the Closing Date, of the conditions set forth below.

           (a) No Misrepresentation or Breach of Representations, Warranties and
Covenants. There shall have been no breach by Buyer in the performance of any of
its covenants and agreements herein;  each of the representations and warranties
of Buyer  contained  or  referred  to herein  shall be true and  correct  in all
material respects on the Closing Date as though made on the Closing Date, except
for changes therein  specifically  permitted by this Agreement or resulting from
any transaction expressly consented to in writing by the Seller; and there shall
have been delivered to the Seller a certificate or  certificates to that effect,
dated the Closing Date, signed by the Buyer, by its President.

           (b) Corporate  Action.  Buyer shall have taken all  corporate  action
necessary to approve the transactions  contemplated by this Agreement, and Buyer
shall have furnished the Seller with certified copies of the resolutions adopted
by  the  Board  of  Directors  of  Buyer,  in  form  and  substance   reasonably
satisfactory to counsel for the Seller, in connection with such transactions.

           (c) No Restraint or Litigation.  No action,  suit,  investigation  or
proceeding  shall  have  been  instituted  or  threatened  by any  third  party,
governmental or regulatory agency to restrain,  prohibit or otherwise  challenge
the legality or validity of the transactions, or of the compensation or stock to
be used as compensation, contemplated hereby.

           (d)  Other  Documentation.  Seller  shall  have  received  all of the
documents  and  showings  required to be  delivered  by the Buyer at the Closing
pursuant to section 4(C).

      9.  CONDITIONS  PRECEDENT TO OBLIGATIONS OF BUYER.  The obligations of the
Buyer under this Agreement shall be subject to the satisfaction,  on or prior to
the Closing Date, of the conditions set forth below.

           (a) No Misrepresentation or Breach of Representations, Warranties and
Covenants.  There shall have been no breach by Seller in the  performance of any
of  its  covenants  and  agreements  herein;  each  of the  representations  and
warranties  of Seller  contained or referred to herein shall be true and correct
in all material respects on the Closing Date as though made on the Closing Date,
except for changes therein specifically permitted by this Agreement or resulting
from any transaction  expressly  consented to in writing by the Buyer; and there
shall have been  delivered to the Buyer a certificate  or  certificates  to that
effect, dated the Closing Date, signed by the Seller, by its President.

           (b) Corporate  Action.  Seller shall have taken all corporate  action
necessary to approve the transactions contemplated by this Agreement, and Seller
shall have furnished the Buyer with certified copies of the resolutions  adopted


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by  the  Board  of  Directors  of  Seller,  in  form  and  substance  reasonably
satisfactory to counsel for the Buyer, in connection with such transactions.

           (c) No Restraint or Litigation.  No action,  suit,  investigation  or
proceeding  shall  have  been  instituted  or  threatened  by any  third  party,
governmental or regulatory agency to restrain,  prohibit or otherwise  challenge
the legality or validity of the transactions contemplated hereby.

           (d) Acquisition Review.  Buyer shall have been satisfied,  in its own
discretion, with its Acquisition Review.

           (e)  Other  Documentation.  Buyer  shall  have  received  all  of the
documents  and  showings  required to be  delivered by the Seller at the Closing
pursuant to section 4(B).

     10.   MUTUAL INDEMNIFICATION.

           A. Seller  hereby  agrees to  indemnify  and hold the Buyer,  and its
shareholders,  directors,  officers,  employees  and agents,  harmless  from and
against  any and all  claims,  suits,  actions,  judgments,  liability,  losses,
damages,  fines,  penalties,  costs and expenses,  including without limitation,
reasonable  attorneys'  fees and costs  arising out of or relating to any event,
condition,  contract,  obligation, act, omission,  non-fulfillment,  non-assumed
liability,   breach,   inaccuracy  or  non-fulfillment  of  any  representation,
warranty,  covenant  or  agreement  with  respect  to any of the  terms  of this
Agreement.  Seller  acknowledges  and agrees  that Buyer may  withhold  from and
offset  any  payments  due under the Note by the  amount  due Buyer  under  this
section.

           B. Buyer hereby agrees to indemnify and hold harmless the Seller, and
its shareholders,  directors,  officers,  employees and agents, from and against
any and all claims,  suits,  actions,  judgments,  liability,  losses,  damages,
fines, penalties, costs and expenses,  including without limitation,  reasonable
attorneys'  fees and costs  arising out of or relating to any event,  condition,
contract, obligation, act, omission, non-fulfillment, assumed agreements, breach
or  misrepresentation  of warranty,  representation,  covenant or agreement with
respect to any of the terms of this Agreement.

     11.   OTHER PROVISIONS.

           A. All notices for which provision is made in this Agreement shall be
given in writing  either by actual  delivery of the notice into the hands of the
party entitled to the notice or by mailing the notice by registered or certified
mail, return receipt  requested,  in which case the notice shall be deemed to be
given on the date of its mailing, addressed as follows:

           If to Seller:            Brian Shuster
                                    Global Reach, Inc.
                                    P.O. Box 11898
                                    Zephyr Cove, NV  89448

           If to Buyer:             110 Media Group, Inc.
                                    95 Broadhollow Road, Suite 101
                                    Melville, NY  11747

           B. The terms and provisions  hereof shall inure to the benefit of and
be binding upon the undersigned and each of them and their respective successors
and assigns.


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           C. The invalidity or unenforceability of any of the provisions hereof
shall not affect the validity or enforceability of the remainder hereof.

           D. This  Agreement  together with all of the Exhibits,  Schedules and
other documents  referred to herein constitutes the entire Agreement between the
parties with  reference to the subject  matter hereof and  supersedes  all prior
agreements and  understandings,  whether written or oral,  regarding the subject
matter hereof, and may only be changed or modified in writing.

           E. All of the  representations,  warranties,  covenants,  agreements,
terms and provisions of this Agreement shall survive the Closing Date.

     12.   COMPLIANCE WITH DMCA AND REPORTING REQUIREMENTS.

           As an internet  service  provider,  web1000.com  has been operated in
compliance with the safe harbor provisions of the Digital  Millennium  Copyright
Act  ("DMCA").  As of the  closing  date,  Seller  shall  cease  to act as agent
pursuant  to the DMCA,  and Buyer  shall  indemnify  and  defend  Seller for any
copyright  lawsuit  brought  for actions  subsequent  to the  closing  date.  In
addition, web1000.com is required to comply with federal law requiring mandatory
reporting of child  pornography and suspected child  pornography to the National
Center for Missing and  Exploited  Children.  Seller  shall be  responsible  for
continued  compliance,  to the extent  required by law,  as of the closing  date
hereof,  and Buyer may notify the  National  Center for  Missing  and  Exploited
Children and any inquiring law enforcement agency of the same. While Buyer shall
remain  solely  liable for obtaining  independent  legal  counsel  regarding its
compliance   obligations   under  the  law  with  regard  to  copyright,   child
pornography,  and other  matters,  Seller  shall  provide  Buyer  with  complete
information  regarding the manner in which it complied with these  requirements,
including  tutorials  in the  automated  child  pornography  reporting  software
developed by Ideaflood, Inc. and licensed for use by Seller.

     13.   TRANSITION SERVICES.

           Seller  shall  provide   services  to  Buyer,  at  Buyer's   expense,
consisting  of  reasonable  advice,   technical  support,   bandwidth,   hosting
facilities,  and  access to  hardware  for the  purpose  of,  and only so far as
necessary to effectuate,  a transition of the Website to Seller.  These services
shall be provided  at Seller's  actual cost for a period of sixty days after the
close of this  Agreement.  For an additional  period of sixty days following the
termination of the initial sixty day period,  Seller shall provide such services
at a reasonable  market cost or at its actual cost,  whichever is higher.  After
the termination of both sixty day periods,  Seller's  obligation to provide such
services shall terminate.  Notwithstanding the foregoing, Buyer understands that
all of  Seller's  employees  are at will  employees.  and  Seller's  obligations
hereunder at any given time shall be limited to those  transition  services that
can  be  provided  by  Seller's  then-current  employees.  For  the  purpose  of
determining  Seller's actual cost for bandwidth,  bandwidth shall be sold in 100
megabit  increments  and  invoiced at the peak usage  level.  For the purpose of
determining  Seller's  actual  cost for  hosting  facilities,  the cost shall be
determined  by  multiplying  the cost to Seller  for the whole  facility  by the
percentage of active machines in that facility being used for the Websites.

     This  Agreement  is intended to be  performed  in the State of New York and
shall be governed by and construed  and enforced in accordance  with the laws of
that state.

     This Agreement is intended for the benefit of the parties hereto and is not
intended to benefit any third party.


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement,  as of
the date and year first above written.

                                          BUYER:

                                          110 MEDIA GROUP, INC.



                                          By: /s/ Raymond Barton
                                              -------------------------------
                                              Raymond Barton, President

                                          SELLER:

                                          GLOBAL REACH, INC.



                                          By: /s/ Brian Shuster
                                              -------------------------------
                                              Brian Shuster, President



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                                     EXHIBIT


Number                Description
------                -----------

3(b)                  Note 1
3(c)                  Note 2



                                    SCHEDULES

2(b)                  Assumed Leases, Licenses, Agreements and Contracts



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                                  EXHIBIT 3(B)
                                 PROMISSORY NOTE

$50,000.00                                                      December 5, 2004

     FOR VALUE RECEIVED,  the  undersigned,  110 Media Group,  Inc., an Delaware
corporation  ("Maker"),  hereby  promises  to pay to the order of Global  Reach,
Inc., an Nevada corporation  ("Payee"),  in lawful money of the United States of
America,  the principal sum of Fifty Thousand Dollars  ($50,000.00)  with annual
interest at 6%, (the "Rate"). This Note shall be paid on December 15, 2004.

     Maker  shall  have the  right to  prepay  this  Note,  in whole or in part,
without  premium  or  penalty.  All  prepayments  shall be  applied  to the next
required monthly payments under this Note.

     All  payments  hereunder  shall be paid to Payee at the  office  of  Payee,
___________,  Zephyr Cove, Nevada, or at such other place or places as the Payee
or legal holder may from time to time designate in writing.

     At the  election of the Payee or legal  holder  hereof and without  notice,
demand or legal process,  the indebtedness  remaining unpaid hereon shall become
at once due and  payable  at the place of payment  aforesaid  in case of default
("Default") as follows: (i) in the payment, when due and payable, of any payment
of  principal or interest  hereunder or in any other debt of Maker to Payee,  or
any portion  thereof,  in accordance  with the terms hereof after a ten (10) day
grace  period  or (ii)  the  filing  by  Borrower  of a  voluntary  petition  in
bankruptcy under the Bankruptcy Reform Act of 1978, as amended or succeeded by a
similar  statute,  the filing  against  Borrower of an  involuntary  petition in
bankruptcy under the Bankruptcy Reform Act of 1978, as amended or succeeded by a
similar  statute  which  petition is not stayed or  dismissed  within sixty (60)
days, or an assignment for the benefit of creditors by Borrower. In the event of
a Default, the Payee or legal holder hereof shall be entitled to (a) interest on
all overdue payments at the Rate plus five percent (5%) and (b) reasonable costs
and expenses of collection, including reasonable attorneys' fees.

     This Note is  delivered  pursuant  to and  subject to the terms of an Asset
Purchase  Agreement  (the  "Purchase  Agreement),  dated December 5, 2004 by and
between  Maker and Payee.  It is  understood  and agreed  that in the event that
Payee  owes  any  sums to  Maker  pursuant  to  section  10(A)  of the  Purchase
Agreement,  Maker may offset  against the next due and owing payments under this
Note any  amounts  that are owed by Payee,  and the amount  owed under this Note
shall be reduced accordingly.

     No  delay  or  admission  on the part of  Payee  or any  holder  hereof  in
exercising any right or option herein given to such Payee or holder shall impair
such right or option or be considered as a waiver or acquiescence in any default
hereunder.  Maker  hereby  waives  presentment,  demand,  notice of dishonor and
protest;  agrees to pay all expenses,  including reasonable  attorneys' fees and
legal  expenses  incurred by Payee in  endeavoring to collect any amount payable
hereunder; and recognizes that Payee may demand payment of this Note on the date
of maturity  hereof.  Maker agrees that any action or proceeding to enforce this
Note may be commenced in the courts of the State of New York or the U.S. Federal
District Court for the Southern District of New York.

     This Note shall be  construed in  accordance  with the laws of the State of
New York.


                                                  110 MEDIA GROUP, INC.



                                                  By: _________________________
                                                      Raymond Barton, President



                                       10
<PAGE>

                                  EXHIBIT 3(C)
                                 PROMISSORY NOTE

$100,000.00                                                     December 5, 2004

     FOR VALUE RECEIVED,  the  undersigned,  110 Media Group,  Inc., an Delaware
corporation  ("Maker"),  hereby  promises  to pay to the order of Global  Reach,
Inc., an Nevada corporation  ("Payee"),  in lawful money of the United States of
America,  the principal sum of One Hundred Thousand Dollars  ($100,000.00)  with
annual  interest  at %, (the  "Rate").  This Note shall be repaid in twelve (12)
consecutive equal monthly  installments of principal and interest  commencing on
January 1, 2005 and ending on December 1, 2005, each such monthly  principal and
interest installment being $________.

     Maker  shall  have the  right to  prepay  this  Note,  in whole or in part,
without  premium  or  penalty.  All  prepayments  shall be  applied  to the next
required monthly payments under this Note.

     All  payments  hereunder  shall be paid to Payee at the  office  of  Payee,
___________,  Zephyr Cove, Nevada, or at such other place or places as the Payee
or legal holder may from time to time designate in writing.

     At the  election of the Payee or legal  holder  hereof and without  notice,
demand or legal process,  the indebtedness  remaining unpaid hereon shall become
at once due and  payable  at the place of payment  aforesaid  in case of default
("Default") as follows: (i) in the payment, when due and payable, of any payment
of  principal or interest  hereunder or in any other debt of Maker to Payee,  or
any portion  thereof,  in accordance  with the terms hereof after a ten (10) day
grace  period  or (ii)  the  filing  by  Borrower  of a  voluntary  petition  in
bankruptcy under the Bankruptcy Reform Act of 1978, as amended or succeeded by a
similar  statute,  the filing  against  Borrower of an  involuntary  petition in
bankruptcy under the Bankruptcy Reform Act of 1978, as amended or succeeded by a
similar  statute  which  petition is not stayed or  dismissed  within sixty (60)
days, or an assignment for the benefit of creditors by Borrower. In the event of
a Default, the Payee or legal holder hereof shall be entitled to (a) interest on
all overdue payments at the Rate plus five percent (5%) and (b) reasonable costs
and expenses of collection, including reasonable attorneys' fees.

     This Note is  delivered  pursuant  to and  subject to the terms of an Asset
Purchase  Agreement  (the  "Purchase  Agreement),  dated December 5, 2004 by and
between  Maker and Payee.  It is  understood  and agreed  that in the event that
Payee  owes  any  sums to  Maker  pursuant  to  section  10(A)  of the  Purchase
Agreement,  Maker may offset  against the next due and owing payments under this
Note any  amounts  that are owed by Payee,  and the amount  owed under this Note
shall be reduced accordingly.

     No  delay  or  admission  on the part of  Payee  or any  holder  hereof  in
exercising any right or option herein given to such Payee or holder shall impair
such right or option or be considered as a waiver or acquiescence in any default
hereunder.  Maker  hereby  waives  presentment,  demand,  notice of dishonor and
protest;  agrees to pay all expenses,  including reasonable  attorneys' fees and
legal  expenses  incurred by Payee in  endeavoring to collect any amount payable
hereunder; and recognizes that Payee may demand payment of this Note on the date
of maturity  hereof.  Maker agrees that any action or proceeding to enforce this
Note may be commenced in the courts of the State of New York or the U.S. Federal
District Court for the Southern District of New York.

     This Note shall be  construed in  accordance  with the laws of the State of
New York.


                                                   110 MEDIA GROUP, INC.



                                                   By: _________________________
                                                       Raymond Barton, President



                                       11
<PAGE>

                                  SCHEDULE 2(b)


                   LEASES, LICENSES, AGREEMENTS AND CONTRACTS



                                       12