f8k012508ex10i_megamedia.htm


    THE
      SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES
      LAW
      AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ANY APPLICABLE STATE
      SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND
      THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER ANY APPLICABLE STATE
      SECURITIES LAWS.

     

     

    
      MEGA
        MEDIA GROUP, INC. 

       

    

    9%
      CONVERTIBLE PROMISSORY NOTE

     

    Amount                                
      $__________________

    Issuance
      Date                       
___________________

    


    MEGA
      MEDIA GROUP, INC., a Nevada corporation (the "Company") for value received,
      hereby promises to pay to _______________
or
      its registered assigns (the "Holder"), on the earlier of: (1) the closing by
      the
      Company of a private placement offering of its securities, or an underwritten
      public offering by the Company of its securities; or __________ (the
      "Maturity Date") at the principal offices of the Company, the principal sum
      of
__________ in
      such coin or currency of the United States of America as at the time of payment
      shall be legal
      tender for the payment of public and private debts and to pay interest on the
      outstanding principal balance at the Maturity Date as hereinafter
      provided.

    


    
      	
              1)  

            	
              Interest

            


    

    


    
      	
              i)  

            	
              Interest
                accrued during the term of this Note in its entirety on or within
                five (5)
                calendar days of the Maturity Date. The Note will bear interest at
                the
                rate of nine percent (9%) per annum on the principal balance until
                this Note shall be paid in full.

            


    

    


    
      	
              2)  

            	
              Conversion

            


    

    


    
      	
              a)  

            	
              Conversion.
                  The
                Holder shall have the right from time to time, and at any time on
                or prior
                to the Maturity Date to convert all or any part of the outstanding
                and
                unpaid principal amount of this Note into fully paid and non-assessable
                shares of Common Stock, $.001 par value per share.  The number
                of shares of Common Stock to be issued upon each conversion of this
                Note
                shall be determined by dividing the amount of principal and accrued
                interest to be converted (“Conversion Amount”) by the applicable
                Conversion Price then in effect on the date specified in the notice
                of
                conversion, in the form attached hereto as Exhibit A (the “Notice of
                Conversion”).  The Conversion Price shall be equal to the
                average closing bid price of the Common Stock (as reported by Bloomberg
                L.P.)
                on the OTC Bulletin Board for the ten (10) trading days prior to
                the date of the Conversion Notice (the “Conversion Date”)
                multiplied by .80 provided that
                the Notice of
                Conversion is submitted by facsimile (or by other means resulting
                in, or
                reasonably expected to result in, notice) to the Company before 6:00
                p.m.,
                New York, New York time on such Conversion
                Date.

            


    

    


    
      	
              b)  

            	
              Conversion
                Price
                Limit.  Notwithstanding the provisions in Section 2(a),
                the Conversion Price shall not exceed
                $.40.

            


    

    


    
      	
              c)  

            	
              Method
                of
                Conversion.

            


    

     

    
      	
              i)  

            	
              Mechanics
                of Conversion.  This
                Note
                may be converted by the Holder in whole or in part at any time from
                time
                to time after the Note is issued to the Holder, by (A) submitting to
                the Company a Notice of Conversion (by facsimile or other reasonable
                means
                of communication dispatched on the Conversion Date prior to 6:00
                p.m., New
                York, New York time) and (B) surrendering this Note at the principal
                office of the Company.

            


    

     

    
      	
              ii)  

            	
              Delivery
                of Common Stock Upon Conversion.  Upon
                receipt by the Company from the Holder of a facsimile transmission
                (or
                other reasonable means of communication) of a Notice of Conversion,
                the
                Company shall issue and deliver or cause to be issued and delivered
                to or
                upon the order of the Holder certificates for the Common Stock issuable
                upon such conversion within five (5) business days after such receipt
                (and, solely in the case of conversion of the entire unpaid principal
                amount hereof, surrender of this
                Note).

            


    

     

     

    
      
        
        

      

      
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              3)  

            	
              Concerning
                the
                Shares.  The shares of Common Stock issuable upon
                conversion of this Note may not be sold or transferred
                unless  (i) such shares are sold pursuant to an effective
                registration statement under the Act or (ii) the Borrower or its
                transfer
                agent shall have been furnished with an opinion of  counsel
                (which opinion shall be in form, substance and scope customary for
                opinions of counsel in comparable transactions) to the effect that
                the
                shares to be sold or transferred may be sold or transferred pursuant
                to an
                exemption from such registration or (iii) such shares are sold or
                transferred pursuant to Rule 144 under the Act (or a successor rule)
                (“Rule
                144”).  Until such time as the shares of Common Stock
                issuable upon conversion of this Debenture have been registered under
                the
                Act or otherwise may be sold pursuant to Rule 144 without any restriction
                as to the number of securities as of a particular date that can then
                be
                immediately sold, each certificate for shares of Common Stock issuable
                upon conversion of this Debenture that has not been so included in
                an
                effective registration statement or that has not been sold pursuant
                to an
                effective registration statement or an exemption that permits removal
                of
                the legend, shall bear a legend substantially in the following form,
                as
                appropriate:

            


    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE SOLD,
      TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
      AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
      REGISTRATION IS NOT REQUIRED UNDER SAID ACT  UNLESS SOLD PURSUANT TO
      RULE 144 OR REGULATION S UNDER SAID ACT.”

     

    The
      legend set forth above shall be removed and the Borrower shall issue to the
      Holder a new certificate therefor free of any transfer legend if (i) the
      Borrower or its transfer agent shall have received an opinion of counsel, in
      form, substance and scope customary for opinions of counsel in comparable
      transactions, to the effect that a public sale or transfer of such Common Stock
      may be made without registration under the Act and the shares are so sold or
      transferred, (ii) such Holder provides the Borrower or its transfer agent with
      reasonable assurances that the Common Stock issuable upon conversion of this
      Debenture (to the extent such securities are deemed to have been acquired on
      the
      same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common
      Stock issuable upon conversion of this Debenture, such security is registered
      for sale by the Holder under an effective registration statement filed under
      the
      Act or otherwise may be sold pursuant to Rule 144 without any restriction as
      to
      the number of securities as of a particular date that can then be immediately
      sold.  Nothing in this Debenture shall (i) limit the Borrower’s
      obligation under the Registration Rights Agreement or (ii) affect in any way
      the
      Holder’s obligations to comply with applicable prospectus delivery requirements
      upon the resale of the securities referred to herein.

     

    
      	
              4)  

            	
              Transfers
                of Note to
                Comply with the Securities Act of 1933. As Amended. The Holder
                agrees that the Note may not be sold, transferred, pledged, hypothecated
                or otherwise disposed of except as follows: (1) to a person who,
                in the
                opinion of counsel to the Company, is a person to whom the Note may
                legally be transferred without registration and without the delivery
                of a
                current prospectus under the Securities Act of 1933, as amended,
                and then
                only against receipt of any agreement of such person to comply with
                the
                provisions of this Section 3 with respect to any resale or other
                disposition of the Note; or (ii) to any person upon delivery of a
                prospectus then meeting the requirements of the Securities Act of
                1933, as
                amended, relating to such Note and the offering thereof for such
                sale or
                disposition, and thereafter to all successive
                assignees.

            


    

    


    
      	
              5)  

            	
              Prepayment.
                The
                principal amount of this Note with interest due thereon to the date
                of
                prepayment may be prepaid by the Company, in whole or in part, without
                premium or penalty, at any time.

            


    

    


    
      	
              6)  

            	
              Events
                of
                Default.

            


    

    


    
      	
              a)  

            	
              This
                Note shall become and be due and payable upon written demand made
                by the
                Holder hereof if one or more of the following events, herein called
                "events of default", shall happen and be continuing and such default
                shall
                not be cured by the Company within 30 days of written notice of such
                default:

            


    

    


    
      	
              b)  

            	
              Default
                in the payment of the principal and interest on this Note when and
                as the
                same shall become due and payable, whether by acceleration or
                otherwise;

            


    

    


    
      	
              c)  

            	
              Application
                for, or consent to, the appointment of a receiver, trustee or liquidator
                of the Company or of its property;

            


    

    


    
      	
              d)  

            	
              General
                assignment by the Company for the benefit of
                creditors;

            


    

    


    
      	
              e)  

            	
              Filing
                by the Company of voluntary petition in bankruptcy or a petition
                or an
                answer seeking reorganization or an arrangement with creditors;
                or

            


    

    


    
      	
              f)  

            	
              Entering
                against the Company of a court order approving a petition filed against
                it
                under the Federal bankruptcy laws, which order shall not have been
                vacated
                or set aside or otherwise terminated within 120
                days.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              g)  

            	
              Upon
                receipt by the Company of evidence reasonably satisfactory to it
                of the
                loss, theft, destruction or mutilation of this Note, and (in the
                case of
                loss, theft or destruction) of reasonably satisfactory indemnification,
                and upon surrender and cancellation of this Note, if mutilated, the
                Company shall execute and deliver a new Note of like tenor and date.
                Any
                such new Note executed and delivered shall constitute an additional
                contractual obligation on the part of the Company, whether or not
                this
                Note so lost, stolen, destroyed or mutilated shall be at any time
                enforceable by anyone.

            


    

    


    
      	
              h)  

            	
              The
                Common Stock shall cease to be quoted for trading or listed for trading
                on
                either the Nasdaq OTC Bulletin Board (“OTC”),
                Nasdaq
                Capital Market, New York Stock Exchange, American Stock Exchange
                or the
                Nasdaq National Market (each, a “Subsequent
                Market”) and shall not again be quoted or listed for trading
                thereon within five (5) Trading Days of such
                delisting;

            


    

    


    
      	
              i)  

            	
              The
                Company shall fail for any reason to deliver Common Stock certificates
                to
                a Holder prior to the fifth (5th)
                Trading Day after a Conversion Date or the Company shall provide
                notice to
                the Holder, including by way of public announcement, at any time,
                of its
                   intention not to comply with requests for conversions of this
                Note in
                accordance with the terms hereof;

            


    

    


    
      	
              7)  

            	
              Miscellaneous

            


    

    


    
      	
              a)  

            	
              The
                Company may consider and treat the person in whose name this Note
                shall be
                registered as the absolute owner thereof for all purposes whatsoever
                (whether or not this Note shall be overdue) and the Company shall
                not be
                affected by any notice to the contrary. The registered owner of this
                Note
                shall have the right to transfer it by assignment, subject to the
                provisions contained herein, and the transferee thereof shall, upon
                his
                registration as owner of this Note, become vested with all the powers
                and
                rights of the transferor. Registration of any new owner shall take
                place
                upon presentation of this Note to the Company at its principal offices.
                In
                case of transfer by operation of law, the transferee agrees to notify
                the
                Company of such transfer and of his address, and to submit appropriate
                evidence regarding the transfer so that this Note may be registered
                in the
                name of the transferee. This Note is transferable only on the books
                of the
                Company by the Holder hereof, in person or by his attorney, on the
                surrender hereof, duly endorsed. Communications sent to any registered
                owner shall be effective as against all holders or transferees of
                the Note
                not registered at the time of sending the
                communication.

            


    

    


    
      	
              b)  

            	
              Upon
                receipt by the Company of evidence reasonably satisfactory to it
                of the
                loss, theft, destruction or mutilation of this Note, and (in the
                case of
                loss, theft or destruction) of reasonably satisfactory indemnification,
                and upon surrender and cancellation of this Note, if mutilated, the
                Company shall execute and deliver a new Note of like tenor and date.
                Any
                such new Note executed and delivered shall constitute an additional
                contractual obligation on the part of the Company, whether or not
                this
                Note so lost, stolen, destroyed or mutilated shall be at any time
                enforceable by anyone.

            


    

    


    
      	
              c)  

            	
              This
                Note shall be construed and enforced in accordance with the laws
                of the
                State of Nevada.

            


    

    


    


    (Signature
      Page Follows)

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the Company has
      caused this Note to be duly executed as of the Issuance Date set out
      above.

     

    


    
      	
              MEGA
                MEDIA GROUP, INC.

            
	 
	 
	
              By:        
                

            
	
              Name:

            
	
              Title:

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

     

    


     

    MEGA
      MEDIA GROUP, INC.

     

    CONVERSION
      NOTICE

     

    Reference
      is made to the Convertible Note (the "Note") issued to the
      undersigned by MEGA MEDIA GROUP INC. (the "Company").  In
      accordance with and pursuant to the Note, the undersigned hereby elects to
      convert the Conversion Amount (as defined in the Note) of the Note indicated
      below into shares of Common Stock par value $0.001 per share (the "Common
      Stock") of the Company,
      as of the date specified below.

     

    
      
        	
                
                

                Date
                  of Conversion:

              	 
	 	 
	
                
                

                Aggregate
                  Conversion Amount to be converted:

              	 
	 
	
                
                

                Please
                  confirm the following information:

              
	 	 
	
                
                

                Conversion
                  Price:

              	 
	 	 
	
                
                

                Number
                  of shares of Common Stock to be issued:

              	 
	 
	
                
                

                Please
                  issue the Common Stock into which the Note is being converted in
                  the
                  following name and to the following address:

              
	 	 
	
                
                

                Issue
                  to:

              	 
	 	 
	 	 
	 	 
	
                
                

                Facsimile
                  Number:

              	 
	 	 
	
                
                

                Authorization:

              	 
	 	 
	
                
                

                By:

              	 
	 	 
	
                
                

                Title:

              	 
	
                
                

                Dated:

              	 
	 	 
	
                
                

                Account
                  Number:

              	 
	
                  (if
                  electronic book entry transfer)

              	 
	 	 
	
                
                

                Transaction
                  Code Number:

              	 
	
                  (if
                  electronic book entry transfer)

              	 


      

    

     

     

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