Unassociated Document


    UNSECURED
      PROMISSORY NOTE

    


    $1,500,000.00

    July
      12,
      2008

    


    FOR
      VALUE
      RECEIVED, the undersigned, ACTIGA CORPORATION, a Nevada corporation (together
      with its successors and assigns, the "Borrower" or “Company”), hereby promises
      to pay to the order of VP Bank (Switzerland) Ltd. a financial institution
      (together with its successors and assigns, the "Lender"), at the Lender's
      offices at Bahnhofstrasse 3, CH-8022 Zurich, Switzerland (or such other place
      as
      the Lender may designate in writing to the Borrower), the aggregate principal
      sum of One Million Five-Hundred Thousand Dollars ($1,500,000.00), with interest,
      upon the terms and subject to the conditions of this unsecured promissory note
      (the "Note") as set forth below. The Lender and Borrower collectively shall
      be
      referred to as the “Parties.”

    


    1.
      PAYMENT
      AND PREPAYMENT.

    


    (a)
      REPAYMENT OF PRINCIPAL. The Borrower shall repay the principal amount of this
      Note in one lump sum no later than the earlier of (i) the second anniversary
      of
      the date hereof (the “Maturity Date”) or (ii) an Event of Default (as defined
      hereinafter).

    


    (b)
      PAYMENT OF INTEREST. The unpaid principal amount of this Note shall accrue
      interest (computed on the basis of a 365-day year) at the rate of twenty-five
      percent (25%) per annum. Borrower shall repay the interest owed in two
      installments: once at the first anniversary of the date hereof and once at
      the
      Maturity Date. 

    


    (c)
      ADDITIONAL INTEREST. If payment of any amount due under this Note shall be
      overdue, such overdue amount shall continue to bear interest from and after
      the
      Maturity Date, to and including the date when paid in full.

    


    (d)
      PREPAYMENT. The Borrower may, at its option, prepay all amounts due under this
      Note at any time. If such prepayment is made before the first anniversary of
      the
      date hereof, Borrower’s payment of interest shall equal the amount of interest
      as would have been accrued under this Note on the first anniversary of the
      date
      hereof without prepayment. If prepayment is made after the first anniversary
      of
      the date hereof, Borrower shall pay the interest accrued up to and including
      the
      date of prepayment. Any prepayment, if made, shall include: (1) the full amount
      of the principal and (2) the interest owing on the Note through the date of
      the
      prepayment (or, if applicable as set forth above, the interest owing on the
      Note
      through the first anniversary of the date hereof). Any prepayment shall not
      affect the right of the Lender to hold and later exercise warrants under the
      terms of Section 2(a). If the Borrower does exercise its right to prepay all
      amounts due under this Note, the revenue share percentage for payments owed
      to
      Lender under Section 2(b) below shall be reduced from three percent (3%) to
      one
      and one half percent (1.5%) from the date of prepayment or the first anniversary
      of the date hereof (whichever is later) until the Maturity Date. Regardless
      of
      prepayment of interest and principal on the Note, payments under 2(b) shall
      be
      made at the first anniversary of the date hereof and on the Maturity Date.
      

    


    (e)
      MANNER OF PAYMENT AND PREPAYMENT. Payments and prepayments under this Note
      shall
      be applied first to interest accrued but unpaid and then to principal. If the
      due date of any required payment under this Note is not a "business day" (for
      this purpose, any day other than a Saturday, Sunday or legal holiday, such
      required payment shall be due and payable on the immediately succeeding business
      day. 

    


    2.
      ADDITIONAL LENDER BENEFITS UNDER THE NOTE

    


    (a)
      ISSUANCE OF WARRANTS. In partial consideration of this Note, the Borrower hereby
      agrees to issue to Lender a Warrant to purchase from Borrower one million,
      five
      hundred thousand (1,500,000) shares of duly authorized, validly issued, fully
      paid and nonassessable Common Stock of the Borrower, par value $0.001 per share,
      at the exercise price of one dollar and seventy-five cents ($1.75) per share
      (the “Warrants”). The Warrant shall expire five years from the date hereof and
      shall be governed by the terms of the separate document entitled Common Stock
      Purchase Warrant attached to this Note. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
(b)
      PAYMENT OF A PORTION OF REVENUES DIRECTLY ATTRIBUTABLE TO CBS INTERACTIVE
      (“CBSI”) CONTRACT. In partial consideration of this Note, the Borrower hereby
      agrees to pay to Lender, three percent (3%) of all net revenues received by
      Borrower through the July 1, 2008 Survivor Properties licensing agreement
      between CBS and Borrower during the term of this Note. Payments under this
      section shall be made upon the first anniversary of the date hereof and on
      the
      Maturity Date. In accordance with the terms for prepayment of this Note under
      Section 1(d), CBSI revenue payments would be reduced from three percent (3%)
      to
      one and one-half percent (1.5%) from the date of prepayment or the first
      anniversary of the date hereof (whichever is later) until the Maturity
      Date.  If
      prepayment is not made, the BSI revenue payment percentage shall remain at
      three
      percent (3%).

    


    3.
      EVENTS
      OF DEFAULT.
      The
      occurrence and continuation of any one or more of the following events shall
      constitute an event of default under this Note ("Event of
      Default"):

    


    (a)
      PAYMENT DEFAULT. The Borrower shall fail to make any required payment of
      interest on this Note or shall fail to make any payment as required under
      Section 2(b).

    


    (b)
      BANKRUPTCY DEFAULT. The Borrower shall (i) commence any case, proceeding or
      other action relating to seeking to have an order for relief entered with
      respect to it or its debts, or seeking reorganization, liquidation, dissolution,
      or other such relief with respect to it or its debts, or seeking appointment
      of
      a receiver or other similar official (each of the foregoing, a "Bankruptcy
      Action"); (ii) become the debtor named in any Bankruptcy Action which results
      in
      the entry of an order for relief or any such adjudication or appointment
      described in the immediately preceding clause (i); or (iii) make a general
      assignment for the benefit of its creditors.

    


      
      In each
      and every Event of Default under clause (a) or (b) of this Section, the Lender
      may, without limiting any other rights it may have at law or in equity, by
      written notice to the Borrower, declare the unpaid principal of and interest
      on
      this Note due and payable, whereupon the same shall be immediately due and
      payable, without presentment, demand, protest or other notice of any kind,
      all
      of which the Borrower hereby expressly waives, and the Lender may proceed to
      enforce payment of such principal and interest or any part thereof in such
      manner as it may elect in its discretion. In each and every Event of Default,
      the unpaid principal of and interest on this Note shall be immediately due
      and
      payable without presentment, demand, protest or notice of any kind, all of
      which
      the Borrower hereby expressly waives, and the Lender may proceed to enforce
      payment of such principal and interest or any part thereof in such manner as
      it
      may elect in its discretion.

    


      4.
      NOTICES.
      All
      notices, requests, demands or communications required or permitted under this
      Note shall be given in writing to the Parties at their addresses as set forth
      at
      the beginning of this Note.

    


      5.
      WAIVERS;
      RIGHTS AND REMEDIES.

    


    (a)
      WAIVERS. No delay on the part of the Lender in exercising any right, power
      or
      privilege under this Note shall operate as a waiver thereof, nor shall any
      single or partial exercise of any right, power or privilege hereunder preclude
      the simultaneous or later exercise of any other right, power or privilege
      hereunder. The Borrower hereby waives to the extent not prohibited by applicable
      law any requirement of diligence or promptness on the part of the Lender to
      enforce its rights under this Note.

    


    (b)
      RIGHTS AND REMEDIES. The rights and remedies herein expressly provided are
      cumulative and not exclusive of any rights or remedies which the Lender may
      otherwise have.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      6.
      AMENDMENT.
      No
      amendment or other modification of this Note may be made without the written
      consent of both Parties.

    


      7.
      GOVERNING
      LAW.
      This
      Note shall be governed by and construed in accordance with the laws of
      California, and both Parties agree that any dispute related to this Note shall
      be heard in the courts of Riverside County, California.

    


    


    BORROWER:

    


    ACTIGA
      CORPORATION

    


    /S/

    -------------------------------

    Amro
      Albanna 
      (NAME)

    CEO  
      (Title)

    


     

    


     

    LENDER:

    


    


    /S/

    -------------------------------

    __________________(NAME)

    __________________(Title)