THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
      NOT
      BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF
      COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
      UNDER
      SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO
      RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
      BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
      CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY
      THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE
      HEREOF.

     

    OPTIONS
      MEDIA GROUP HOLDINGS, INC.

     

    10%
      SENIOR SECURED PROMISSORY NOTE

    (non-negotiable)

     

    
      	
              $_____________

            	
              _____
                __, 2008

            


    

     

    FOR
      VALUE
      RECEIVED Options Media Group Holdings, Inc., a Delaware corporation (the
“Company”),
      promises to pay to Customer Acquisition Network Holdings, Inc. (the
“Holder”),
      the
      principal amount of One Million Dollars ($____________), or such lesser amount
      as shall equal the outstanding principal amount hereof, together with simple
      interest from the date of this Note on the unpaid principal balance at a rate
      equal to ten percent (10%) per annum, computed on the basis of the actual number
      of days elapsed and a year of 365 days. All unpaid principal, together with
      any
      then accrued but unpaid interest and any other amounts payable hereunder, shall
      be due and payable on ________ __, 2008 (the “Maturity
      Date”).

     

    The
      following is a statement of the rights of the Holder of this Note and the
      conditions to which this Note is subject, and to which the Holder, by the
      acceptance of this Note, agrees:

     

    1. Event
      of Default.

     

    (a) For
      purposes of this Note, an “Event
      of Default”
      means:

     

    (i) the
      Company shall default in the payment of interest and/or principal on this Note;
      or

     

    (ii) the
      Company shall fail to materially perform any covenant, term, provision,
      condition, agreement or obligation of the Company under this Note (other than
      for non-payment) and such failure shall continue uncured for a period of ten
      (10) business days after notice from the Holder of such failure; or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iii) the
      Company shall (1) become insolvent; (2) admit in writing its inability to pay
      its debts generally as they mature; (3) make an assignment for the benefit
      of
      creditors or commence proceedings for its dissolution; or (4) apply for or
      consent to the appointment of a trustee, liquidator or receiver for it or for
      a
      substantial part of its property or business; or

     

    (iv) a
      trustee, liquidator or receiver shall be appointed for the Company or for a
      substantial part of its property or business without its consent and shall
      not
      be discharged within thirty (30) days after such appointment; or

     

    (v) any
      governmental agency or any court of competent jurisdiction at the insistence
      of
      any governmental agency shall assume custody or control of the whole or any
      substantial portion of the properties or assets of the Company and shall not
      be
      dismissed within thirty (30) days thereafter; or

     

    (vi) the
      Company shall sell or otherwise transfer all or substantially all of its assets;
      or

     

    (vii) bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings,
      or
      relief under any bankruptcy law or any law for the relief of debt shall be
      instituted by or against the Company and, if instituted against the Company
      shall not be dismissed within thirty (30) days after such institution, or the
      Company shall by any action or answer approve of, consent to, or acquiesce
      in
      any such proceedings or admit to any material allegations of, or default in
      answering a petition filed in any such proceeding; or

     

    (viii) the
      Company or any of its subsidiaries that are a party thereto breaches any
      covenant or other term or condition of the Security Agreement (as defined below)
      (after giving effect to any grace period set forth in such Security Agreement
      relating to any such breach); or

     

    (ix) any
      lien
      created by the Security Agreement shall at any time fail to constitute a valid
      first priority perfected lien on all of the collateral purported to be secured
      thereby; or

     

    (x) the
      Company shall be in material default of any of its indebtedness that gives
      the
      holder thereof the right to accelerate such indebtedness; or

     

    (xi) any
      default by the Company or any subsidiary thereof of its obligations pursuant
      to
      that certain Agreement and Plan of Merger by and among Options Media Group
      Holdings, Inc., Options Acquisition Corp., Options Acquisition Sub, Inc. and
      the
      Holder (the “Merger
      Agreement”)
      which
      remains uncured in accordance with the terms of the Merger Agreement.


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (b) Upon
      the
      occurrence of an Event of Default, the entire indebtedness with accrued interest
      thereon due under this Note shall, at the option of the Holder, be immediately
      due and payable without notice. Failure to exercise such option shall not
      constitute a waiver of the right to exercise the same in the event of any
      subsequent Event of Default.

     

    2. Seniority.
      The
      indebtedness evidenced by this Note is hereby expressly senior, in right of
      payment to the prior payment in full of all of the Company’s existing and future
      Subordinated Indebtedness. As used in this Note, the term “Subordinated
      Indebtedness” shall mean the principal of and unpaid accrued interest on (i)
      indebtedness of the Company and (ii) any such indebtedness or any debentures,
      notes or other evidence of indebtedness issued in exchange for such Subordinated
      Indebtedness, or any indebtedness arising from the satisfaction of such
      Subordinated Indebtedness by a guarantor. Holder shall execute any intercreditor
      agreement requested by the Company to give effect to the foregoing
      seniority.

     

    3. Security
      Interest.
      This
      Note is secured by a security interest granted to the Holder pursuant to a
      Security Agreement dated the date hereof (the “Security Agreement”), as
      delivered by the Company to Holder. The Company acknowledges and agrees that
      should a proceeding under any bankruptcy or insolvency law be commenced by
      or
      against the Company, or if any of the Collateral (as defined in the Security
      Agreement) should become the subject of any bankruptcy or insolvency proceeding,
      then the Holder should be entitled to, among other relief to which the Holder
      may be entitled under this Note and any other agreement to which the Company
      and
      Holder are parties (collectively, "Loan Documents").

     

    4. Future
      Indebtedness.
      The
      Company agrees that from the date hereof until the earlier of August 30, 2008
      and the first date on which all principal and accrued interest on the Note
      are
      paid in full, the Company shall not incur, or suffer to exist and Indebtedness
      or Liens other than Permitted Indebtedness and Permitted Liens. Terms not
      described in this paragraph 4 are defined on Schedule A. 

     

    5. Prepayment.
      The
      Company may prepay this Note at any time, in whole or in part, provided any
      such
      prepayment will be applied first to the payment of expenses due under this
      Note,
      second to interest accrued on this Note and third, if the amount of prepayment
      exceeds the amount of all such expenses and accrued interest, to the payment
      of
      principal of this Note. 

     

    6. Negative
      Pledge.
      Without
      the approval of Holder, the Company will not, and will not permit
      Options Acquisitions Sub, Inc. to create or suffer to exist any Lien upon the
      Collateral (as defined in the Security Agreement) other than a first
      priority security interest in and upon the collateral to Lenders.

     

    7. Miscellaneous.

     

    (a) Loss,
      Theft, Destruction or Mutilation of Note.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Note and, in the case of loss, theft or
      destruction, delivery of an indemnity agreement reasonably satisfactory in
      form
      and substance to the Company or, in the case of mutilation, on surrender and
      cancellation of this Note, the Company shall execute and deliver, in lieu of
      this Note, a new note executed in the same manner as this Note, in the same
      principal amount as the unpaid principal amount of this Note and dated the
      date
      to which interest shall have been paid on this Note or, if no interest shall
      have yet been so paid, dated the date of this Note.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    (b) Payment.
      All
      payments under this Note shall be made in lawful tender of the United
      States.

     

    (c) Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    (d) Usury.
      In the
      event that any interest paid on this Note is deemed to be in excess of the
      then
      legal maximum rate, then that portion of the interest payment representing
      an
      amount in excess of the then legal maximum rate shall be deemed a payment of
      principal and applied against the principal of this Note.

     

    (e) Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified only by an instrument
      in writing signed by the party against which enforcement of the same is
      sought

     

    (f) Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing sent by mail, facsimile with printed confirmation, nationally
      recognized overnight carrier or personal delivery and shall be effective upon
      actual receipt of such notice, to the following addresses until notice is
      received that any such address or contact information has been
      changed:

     

    To
      the
      Company:

     

    Options
      Media Group Holdings, Inc.

    240
      Old
      Federal Highway 

    Suite
      100

    Hallandale,
      FL 33009

    Attn:
      Chief Executive Officer

     

    To
      Holder:

     

    Customer
      Acquisition Network Holdings, Inc.

    200
      Park
      Avenue South

    Suite
      908-909

    New
      York,
      NY 10003

    Attn:
      Chief Executive Officer

     

    (g) Expenses;
      Attorneys’ Fees.
      If
      action is instituted to enforce or collect this Note, the Company promises
      to
      pay all reasonable costs and expenses, including, without limitation, reasonable
      attorneys’ fees and costs, incurred by the Holder in connection with such
      action.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    (h) Successors
      and Assigns.
      This
      Note may not be assigned or transferred by the Holder without the prior written
      consent of the Company. Subject to the preceding sentence, the rights and
      obligations of the Company and the Holder of this Note shall be binding upon
      and
      benefit the successors, permitted assigns, heirs, administrators and permitted
      transferees of the parties.

     

    (i) Governing
      Law; Jurisdiction.
      THIS
      NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
      OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS.
      EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL AND
      SUBJECT MATTER JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK
      LOCATED IN THE BOROUGH OF MANHATTAN OVER ANY SUIT, ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS NOTE. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE
      FULLEST EXTENT PERMITTED BY LAW, (A) ANY OBJECTION THAT THEY MAY NOW OR
      HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
      IN
      ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
      HAS
      BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUIT, ACTION OR
      PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON EACH
      PARTY DULY SERVED WITH PROCESS THEREIN AND MAY BE ENFORCED IN THE COURTS OF
      THE
      JURISDICTION OF WHICH EITHER PARTY OR ANY OF THEIR PROPERTY IS SUBJECT, BY
      A
      SUIT UPON SUCH JUDGMENT.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed as of the
      date
      first above written by its duly authorized officer.

     

    
      	 	
              OPTIONS
                MEDIA GROUP HOLDINGS, INC.

            
	 	 
	 	
              By: 

            	 
	 	 	
              Name:
                

            
	 	 	
              Title:

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      A

     

    “Capital
      Lease Obligation”
means,
      as to any Person, any obligation that is required to be classified and accounted
      for as a capital lease on a balance sheet of such Person prepared in accordance
      with GAAP, and the amount of such obligation shall be the capitalized amount
      thereof, determined in accordance with GAAP.

     

    “Contingent
      Obligation”
means,
      as to any Person, any direct or indirect liability, contingent or otherwise,
      of
      such Person with respect to any indebtedness, lease, dividend or other
      obligation of another Person if a primary purpose or intent of the Person
      incurring such liability, or a primary effect thereof, is to provide assurance
      to the obligee of such liability that such liability will be paid or discharged,
      or that any agreements relating thereto will be complied with, or that the
      holders of such liability will be protected (in whole or in part) against loss
      with respect thereto.

     

    “GAAP”
means
      U.S. generally accepted accounting principles.

     

    “Governmental
      Entity”
means
      the government of the United States or any other nation, or any political
      subdivision thereof, whether state, provincial or local, or any agency
      (including any self-regulatory agency or organization), authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administration powers
      or
      functions of or pertaining to government.

     

    “Indebtedness”
of
      any
      Person means, without duplication: 

     

    (i) All
      indebtedness for borrowed money; 

     

    (ii) All
      obligations issued, undertaken or assumed as the deferred purchase price of
      property or services (other than unsecured account trade payables that are
      (A)
      entered into or incurred in the ordinary course of the Company’s and its
      Subsidiaries’ business, (B) on terms that require full payment within 90 days
      from the date entered into or incurred and (C) not unpaid in excess of 90 days
      from the date entered into or incurred, or are being contested in good faith
      and
      as to which such reserve as is required by GAAP has been made;

     

    (iii) All
      reimbursement or payment obligations with respect to letters of credit, surety
      bonds and other similar instruments; 

     

    (iv) All
      obligations evidenced by notes, bonds, debentures, redeemable capital stock
      or
      similar instruments, including obligations so evidenced incurred in connection
      with the acquisition of property, assets or businesses;

     

    (v) All
      indebtedness created or arising under any conditional sale or other title
      retention agreement, or incurred as financing, in either case with respect
      to
      any property or assets acquired with the proceeds of such indebtedness (even
      though the rights and remedies of the seller, bank or other financing source
      under such agreement in the event of default are limited to repossession or
      sale
      of such property); 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (vi) All
      Capital Lease Obligations; 

     

    (vii) All
      indebtedness referred to in clauses (i) through (vi) above secured by (or for
      which the holder of such indebtedness has an existing right, contingent or
      otherwise, to be secured by) any mortgage, lien, pledge, charge, security
      interest or other encumbrance upon or in any property or assets (including
      accounts and contract rights) owned by any Person, even though the Person that
      owns such assets or property has not assumed or become liable for the payment
      of
      such indebtedness; and 

     

    (viii) All
      Contingent Obligations in respect of indebtedness or obligations of others
      of
      the kinds referred to in clauses (i) through (vii) above. 

     

    “Lien”
means
      with respect to any asset or property, any mortgage, lien, pledge,
      hypothecation, charge, security interest, encumbrance or adverse claim of any
      kind and any restrictive covenant, condition, restriction or exception of any
      kind that has the practical effect of creating a mortgage, lien, pledge,
      hypothecation, charge, security interest, encumbrance or adverse claim of
      any kind (including any of the foregoing created by, arising under or evidenced
      by any conditional sale or other title retention agreement, the interest of
      a
      lessor with respect to a Capital Lease Obligation, or any financing lease having
      substantially the same economic effect as any of the foregoing). 

     

    “Permitted
      Lien”
means:
      

     

    (i) Liens
      created by the Security Documents; 

     

    (ii) Liens
      for
      taxes or other governmental charges not at the time due and payable, or which
      are being contested in good faith by appropriate proceedings diligently
      prosecuted, so long as foreclosure, distraint, sale or other similar proceedings
      have not been initiated, and in each case for which the Company and its
      Subsidiaries maintain adequate reserves in accordance with GAAP in respect
      of
      such taxes and charges; 

     

    (iii) Liens
      arising in the ordinary course of business in favor of carriers, warehousemen,
      mechanics and materialmen, or other similar Liens imposed by law, which remain
      payable without penalty or which are being contested in good faith by
      appropriate proceedings diligently prosecuted, which proceedings have the effect
      of preventing the forfeiture or sale of the property subject thereto, and in
      each case for which adequate reserves in accordance with GAAP are being
      maintained; 

     

    (iv) Liens
      arising in the ordinary course of business in connection with worker’s
      compensation, unemployment compensation and other types of social security
      (excluding Liens arising under ERISA); 

     

    (v) Attachments,
      appeal bonds (and cash collateral securing such bonds), judgments and other
      similar Liens, for sums not exceeding $250,000 in the aggregate for the Company
      and its Subsidiaries, arising in connection with court proceedings, provided
      that the
      execution or other enforcement of such Liens is effectively stayed;

     

    (vi) Easements,
      rights of way, restrictions, minor defects or irregularities in title and other
      similar Liens arising in the ordinary course of business and not materially
      detracting from the value of the property subject thereto and not interfering
      in
      any material respect with the ordinary conduct of the business of the Company
      or
      any of its Subsidiaries; 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    (vii) Liens
      arising solely by virtue of any statutory or common law provision relating
      to
      banker’s liens, rights of set-off or similar rights and remedies and burdening
      only deposit accounts or other funds maintained with a creditor depository
      institution, provided
      that no
      such deposit account is a dedicated cash collateral account or is subject to
      restrictions against access by the depositor in excess of those set forth by
      regulations promulgated by the Board of Governors of the U.S. Federal Reserve
      System and that no such deposit account is intended by the Company or any of
      its
      Subsidiaries to provide collateral to the depository institution;

     

    (viii) Liens
      securing Capital Lease Obligations permitted under Section
      5(g)(iv),
      provided that such Liens attach only to the fixed assets financed by such
      Capital Lease Obligations and such Liens attach concurrently with, or within
      ninety (90) days, after the acquisition thereof.

     

    “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, a Governmental Entity
      or
      any other legal entity.

     

    “Security
      Documents”
means
      the Security Agreement and any other agreements, documents and instruments
      executed concurrently herewith or at any time hereafter pursuant to which the
      Company, its Subsidiaries, or any other Person either (i) guarantees
      payment or performance of all or any portion of the obligations hereunder or
      under any other instruments delivered in connection with the transactions
      contemplated hereby and by the other transaction documents, and/or (ii)
      provides, as security for all or any portion of such obligations, a Lien on
      any
      of its assets in favor of a Buyer, as any or all of the same may be amended,
      supplemented, restated or otherwise modified from time to time.

     

    
      
         

      

      
        4