f8k082008ex10_ea2mmgroup.htm


    


     

    LOAN
AGREEMENT

     

    AND

     

    STOCK
PURCHASE AGREEMENT

     

    THIS
LOAN AGREEMENT (this "Agreement") dated this 20th day of August, 2008
BETWEEN:

     

    Eugene
Khavinson, 365 Ardsley Street, Staten Island, New York, 10306

    (the
"Lender")

     

    AND

     

    Mega
Media Group, Inc. of 1122 Coney Island Avenue, Brooklyn, NY 11230

    (the
"Borrower")

     

    IN CONSIDERATION OF the Lender
loaning certain monies (the "Loan") to the Borrower, and the Borrower repaying
the Loan to the Lender, both parties agree to keep, perform and fulfill the
promises and conditions set out in this Agreement:

     

    Loan
Amount &
Interest

     

    
      	
              1.  

            	
              The
      Lender promises to loan Fifty Thousand, ($50,000.00 ) USD, to the Borrower
      and the Borrower promises to repay this principal amount to the Lender, at
      such address as may be provided in writing, with interest payable on the
      unpaid principal at the rate of 9% per annum, calculated yearly by October
      20, 2008. In addition, the lender agrees to extend the loan dated May
      12th,
      2008 in the amount of Seventy Five Thousand Dollars ($75,000.00) at the
      rate of 9% per annum upon the same. Therefore, a total loan of $125,000 to
      be paid in full by October 20th,
      2008.

            
	 	 


    

    
      	
              2.  

            	
              Such
      loan shall be secured by the accounts receivables of the
      company.

            


    

     

    Stock
Option
Agreement

     

    
      	
              3.  

            	
              On
      May 12th,
      2008 The Lender received an option to purchase five hundred thousand
      common shares of the company at eleven cents ($0.11) for a period of
      Twelve Months. In consideration of the extension of such loan and the
      additional loan made by the Lender the option price has been reduced to
      five cents ($0.05) per share and the option will expire on August 19th,
      2009.

            
	 	 


    

    
      	
              4.  

            	
              Lender
      has full power and authority to enter into this Agreement and constitute
      the legal, valid and binding obligation of Lender enforceable against
      Lender in accordance with its
terms.

            


    

     

    
      
        	
                5.  

              	
                

                  Lender
      has had the opportunity to meet with management of Issuer and ask
      questions about the terms and conditions of this offering and the
      operations, business, finances, properties and prospects of Issuer and all
      such questions have been answered to the satisfaction of Lender. Lender
      has received all the information that such Lender considers necessary or
      appropriate for deciding whether to purchase the
    Shares.

                

              


      

      
      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          	
                  6.  

                	
                  

                    

                      Lender
      is an investor in securities of companies in the development stage and
      such Lender is able to fend for itself or himself, can bear the economic
      risk of an investment in the Shares, and has such knowledge and experience
      in business and financial matters that such Lender is capable of
      evaluating the merit and risks of the investment in the
      Shares.

                    

                  

                


        

        
        

         

      

    

    
      
        
          
            	
                    7.  

                  	
                    

                      

                        

                          Lender
      is aware that the Shares underlying the options have not been registered
      under the Act. The Shares cannot be sold, transferred, pledged or
      otherwise distributed by Lender unless a registration statement
      registering the Shares under the Act has been filed with the Securities
      and Exchange Commission and has become effective or unless the Shares are
      sold or otherwise distributed in a transaction in respect of which Issuer
      has previously received an opinion, satisfactory to Issuer, stating that
      such registration is not
  required.

                        

                      

                    

                  


          

          
          

           

        

      

    

    
      
        
          
            	
                    8.  

                  	
                    

                      

                        

                          Issuer
      may prevent transfer and registration of transfer of the Shares unless
      Issuer shall have received an opinion from counsel satisfactory to it to
      the effect that any such transfer would not violate the Act of the
      applicable laws of any
state.

                        

                      

                    

                  


          

          
          

           

        

      

    

    
      
        
          
            	
                    9.  

                  	
                    

                      

                        

                          In
      the event of
      conversion Issuer shall cause each stock certificate evidencing the Shares
      to bear the following legend:

                           

                          "These securities
      have not been registered under the Securities Act of 1933, as amended (the
      "Act"). These securities may not be sold, offered for sale, pledged or
      hypothecated in the absence of a registration statement in effect with
      respect to such securities under such Act or an opinion of counsel
      satisfactory to the Company that such registration is not
      required."

                        

                      

                    

                  


          

          
          

        

      

    

     

    Payment

     

    
      
        
          
            	
                    10.  

                  	
                    

                      

                        

                          This
      Loan will be paid in full by October 201h,
      2008.

                        

                      

                    

                  


          

          
          

        

      

    

     

    Default

    
      
        
           

          
            	
                    11.  

                  	
                    

                      

                        

                          Notwithstanding
      anything to the contrary in this Agreement, if the Borrower defaults in
      the performance of any obligation under this Agreement, then the Lender
      may declare the principal amount owing and interest due under this
      Agreement at that time to be immediately due and
      payable.

                        

                      

                    

                  


          

          
          

           

        

      

    

    Governing
Law

    
      
        
           

          
            	
                    12.  

                  	
                    

                      

                        

                          This
      Agreement will be construed in accordance with and governed by the laws of
      the State of New
York.

                        

                      

                    

                  


          

          
          

           

        

      

    

    Costs

    
      
        
           

          
            	
                    13.  

                  	
                    

                      

                        

                          All
      costs, expenses and expenditures including, without limitation, the
      complete legal costs incurred by enforcing this Agreement as a result of
      any default by the Borrower, will be added to the principal then
      outstanding and will immediately be paid by the
      Borrower.

                        

                      

                    

                  


          

          
          

           

        

      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          
            
              	
                      14.  

                    	
                      

                        

                          

                            This
      Agreement will pass to the benefit of and be binding upon the respective
      heirs, executors, administrators, successors and assigns of the Borrower.
      The Borrower waives presentment for payment, notice of non-payment,
      protest, and notice of
  protest.

                          

                        

                      

                    


            

            
            

          

        

      

    

     

    Amendments

    
      
        
           

          
            	
                    15.  

                  	
                    

                      

                        

                          This
      Agreement may only be amended or modified by a written instrument executed
      by both the Borrower and the
  Lender.

                        

                      

                    

                  


          

          
          

           

        

      

    

    Severability

    
      
        
           

          
            	
                    16.  

                  	
                    

                      

                        

                          The clauses and paragraphs
      contained in this Agreement are intended to be read and construed
      independently of each other. If any part of this Agreement is held to be
      invalid, this invalidity will not affect the operation of any other part
      of this
Agreement.

                        

                      

                    

                  


          

          
          

           

        

      

    

    General
Provisions

    
      
        
           

          
            	
                    17.  

                  	
                    

                      

                        

                          Headings
      are inserted for the convenience of the parties only and are not to be
      considered when interpreting this Agreement. Words in the singular mean
      and include the plural and vice versa. Words in the masculine mean and
      include the feminine and vice
  versa.

                        

                      

                    

                  


          

          
          

           

        

      

    

    Entire
Agreement

    
      
        
           

          
            	
                    18.  

                  	
                    

                      

                        This
      Agreement constitutes the entire agreement between the parties and there
      are no further items or provisions, either oral or
      otherwise.

                      

                    

                  


          

          
          

           

        

      

    

    IN
WITNESS WHEREOF, the parties have duly affixed their signatures under
hand and seal on this 20th
day of August, 2008.

     

     

    
      /s/
Eugene Khavinson

    

    Eugene
Khavinson

     

     

     

    Mega
Media Group, Inc.

     

    /s/