EXHIBIT 10.1
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                         WAIVER AND EXTENSION AGREEMENT

         THIS WAIVER AND EXTENTION AGREEMENT (the "Agreement") dated March 24,
2006 by and between MM(2) GROUP, INC., a New Jersey corporation (the "Company")
and CORNELL CAPITAL PARTNERS, LP. (the "Investor").

         WHEREAS, on April 1, 2005, the parties hereto entered into a series of
financing documents, including but not limited to the Securities Purchase
Agreement, and a Secured Convertible Debenture issued thereto (the "Debenture"),
and an Investor Registration Rights Agreement dated April 1, 2005 (the
"Registration Rights Agreement") (the Securities Purchase Agreement and all
related documents, instruments and agreements entered into on April 1, 2005
shall collectively be referred to as the "Transaction Documents");

         WHEREAS, the Debenture has expired and the parties wish to extend the
maturity date (the "Maturity Date") of the Debenture;

         WHEREAS, the Investor wishes to waive the Liquidated Damages incurred
prior to the date hereof as set forth in the Registration Rights Agreement; and

         WHEREAS, except as modified herein, all other terms and conditions
contained in the Transaction Documents shall remain in full force and effect.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Investor hereby agree as follows:

1.              The Company and the Investor mutually agree to extend the
         Maturity Date of the Debenture for an additional six (6) months from
         January 1, 2006 to the July 1, 2006 and further agree that the Maturity
         Date shall be further extended for an additional six (6) months, unless
         either party shall provide the other party written notice on
         non-extension of the Maturity Date.

2.              The Investor hereby agrees to waive any Event of Default that
         may have occurred prior to the date hereof solely due to the failure of
         the Company to pay monies owed under the terms of the Debenture on the
         Maturity Date.

3.              The Investor hereby agrees to waive any claim to Liquidated
         Damages owed by the Company to the Investor prior to the date hereof
         under the terms of the Registration Rights Agreement.
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4.              In consideration for the above, on the date hereof, the Company
         shall issue to the Investor a warrant to purchase Twenty Million
         (20,000,000) shares of the Company's class A common stock (the "Common
         Stock") for a period of five years (5) years at an exercise price of
         $0.05 per share (the "Warrant"). The shares of Common Stock to be
         issued upon exercise of the Warrant shall be registered in accordance
         with the Registration Rights Agreement (or as subsequently amended).
         The Company's failure to register such shares of Common Stock shall be
         an Event of Default under the Convertible Debentures issued under the
         Securities Purchase Agreement dated April 1, 2005 (or as subsequently
         amended).



                     [SIGNATURE PAGES TO IMMEDIATELY FOLLOW]



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




                                    MM(2) GROUP, INC.


                                    By:    _____________________________________
                                    Name:  Mark Meller
                                    Title: President and Chief Executive Officer





                                    INVESTOR:
                                    CORNELL CAPITAL PARTNERS, LP


                                    BY:      YORKVILLE ADVISORS, LLC
                                    ITS:     GENERAL PARTNER

                                    By:     ____________________________________
                                    Name:   Mark Angelo
                                    Title:  Portfolio Manager