f8k0711ex10ii_ea3megamedia.htm


     

    First
Capital Invest Corp

    c/o Kurt
Dalmata

    Florastrasse
14

    CH-8008
Zurich

    Switzerland

    +41 44
202 00 80 Tel

    +41 44
202 00 82 Fax

     

    July
10th,
2008

     

    Mega
Media Group, Inc. Alex Shvarts

     

    1122
Coney Island Avenue Brooklyn, NY 11230

    By Fax
646-417-5109

     

    RE: Conversion of Bridge
Loan

     

    Dear Mr.
Shvarts,

     

    As per
the Bridge Loan Agreement dated March 14th, 2007, we
are offering to convert the loan plus interest accrued into shares at 10 cents
per share. If you so accept please acknowledge and have the shares issued. If
you acknowledge and issue the shares then the loan and the accrued interest
amounts are considered satisfied in full.

     

    Agreed
and Accepted by

     

    /s/ Kurt
Dalmata

    By: First Capital Invest Corp

    Date: July 10th, 2008

    Kurt Dalmata

     

    /s/ Alex
Shvarts

    Mega Media Group, Inc.

    Alex Shvarts, CEO

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

       

    

    Mega
Media Group, Inc

     

    BOARD RESOLUTION APPROVING
ISSUANCE OF SHARES

     

        WHEREAS, this
Board of Directors deems it desirable and in the best interests of this
corporation to issue shares totaling 2,793,014 in exchange for the conversion of
loan and interest for loan with First Capital Invest Corp ("FCIC").

     

        NOW,
THEREFORE, BE IT RESOLVED, that this corporation issue on or about July 11, 2008
Two Million Seven Hundred Ninety-Three Thousand Three and Fourteen Shares
(2,729,014) in exchange for satisfaction of the Loan Agreement Dated March 14th,
2007, for the principal of $250,000 and accrued interest of $29,301.37
convertible at a rate of $0.10 per share. This will satisfy in full the entire
amount of the loan as per attached agreement.

     

        RESOLVED
FURTHER, that the President or the Chief Financial Officer of this corporation
are hereby authorized, directed and empowered to execute, for and on behalf of
this corporation and in its name, any and all documents required in connection
with the Loan, including but not limited to the Note, substantially in the form
attached hereto as Exhibit A, with such changes thereto as the person executing
same shall approve, such approval to be conclusively evidenced by the execution
and delivery thereof.

     

        RESOLVED,
that the officers of this corporation are, and each acting alone is, hereby
authorized to do and perform any and all such acts, including execution of any
and all documents and certificates, as such officers shall deem necessary or
advisable, to carry out the purposes and intent of the foregoing
resolutions.

     

        RESOLVED
FURTHER, that any actions taken by such officers prior to the date of the
foregoing resolutions adopted hereby that are within the authority conferred
thereby are hereby ratified, confirmed and approved as the acts and deeds of
this corporation.

     

    Approved
July 11, 2008 by:

     

    
      
        	 /s/ Aleksandr Shvarts	 	                 
      
	
                Aleksandr
      Shvarts

              	 	
                Elan
      Kaufman

              
	 	 	 
	 /s/ Lev Paukman	 	                           
       
	
                Lev
      Paukman

              	 	
                Kurt
      Dalmata

              


      



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Mega
Media Group, Inc

     

    BOARD RESOLUTION APPROVING
ISSUANCE OF SHARES

     

        WHEREAS, this
Board of Directors deems it desirable and in the best interests of this
corporation to issue shares totaling 2,793,014 in
exchange for the conversion of loan and interest for loan with First
Capital Invest Corp ("FCIC").

     

        NOW,
THEREFORE, BE IT RESOLVED, that this corporation issue on or about July 11, 2008
Two Million Seven Hundred Ninety-Three Thousand Three and Fourteen Shares
(2,729,014) in exchange for satisfaction of the Loan Agreement Dated March 14th,
2007, for the principal of $250,000 and accrued interest of $29,301.37
convertible at a rate of $0.10 per share. This will satisfy in full the entire
amount of the loan as per attached agreement.

     

        RESOLVED
FURTHER, that the President or the Chief Financial Officer of this corporation
are hereby authorized, directed and empowered to execute, for and on behalf of
this corporation and in its name, any and all documents required in connection
with the Loan, including but not limited to the Note, substantially in the form
attached hereto as Exhibit A, with such changes thereto as the person executing
same shall approve, such approval to be conclusively evidenced by the execution
and delivery thereof.

     

        RESOLVED,
that the officers of this corporation are, and each acting alone is, hereby
authorized to do and perform any and all such acts, including execution of any
and all documents and certificates, as such officers shall deem necessary or
advisable, to carry out the purposes and intent of the foregoing
resolutions.

     

        RESOLVED
FURTHER, that any actions taken by such officers prior to the date of the
foregoing resolutions adopted hereby that are within the authority conferred
thereby are hereby ratified, confirmed and approved as the acts and deeds of
this corporation.

     

    Approved
July 11, 2008 by:

     

    
      
        	                     
      	 	 /s/ Elan Kaufman
	
                Aleksandr
      Shvarts

              	 	
                Elan
      Kaufman

              
	 	 	 
	                 
      	 	                           
       
	
                Lev
      Paukman

              	 	
                Kurt
      Dalmata