LOAN AGREEMENT

     THIS  LOAN  AGREEMENT,  dated as of May 3,  2006,  is  entered  into by and
between NEW WORLD ENTERTAINMENT CORP., a Nevada corporation (the "Company"), and
each individual or entity named on a signature page hereto (as used herein, each
such  signatory  is referred to as the "Lender" or a "Lender")  (each  agreement
with a Lender  being  deemed a separate and  independent  agreement  between the
Company and such Lender,  except that each Lender  acknowledges  and consents to
the rights  granted to each other Lender [each,  an "Other  Lender"]  under such
agreement  and  the  Transaction  Agreements,  as  defined  below,  referred  to
therein).

                              W I T N E S S E T H:

     WHEREAS,  the Company and each of the Lenders are executing and  delivering
this  Agreement  in  accordance  with and in reliance  upon the  exemption  from
securities  registration for offers and sales to accredited  investors afforded,
inter alia, by Rule 506 under  Regulation D  ("Regulation  D") as promulgated by
the United  States  Securities  and  Exchange  Commission  (the "SEC") under the
Securities Act of 1933, as amended (the "1933 Act"),  and/or Section 4(2) of the
1933 Act; and

     WHEREAS,  each Lender  wishes to lend funds to the Company,  subject to and
upon the terms and conditions of this Agreement and acceptance of this Agreement
by the Company,  the repayment of which will be represented by Promissory  Notes
of the Company (each, a "Note"), on the terms and conditions referred to herein;
and

     WHEREAS, in connection with the loan to be made by each Lender, the Company
has agreed to issue the Issued Shares (as those terms are defined  below) to the
Lender; and

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.   AGREEMENT TO PURCHASE; PURCHASE PRICE.

     a.   Purchase.

          (i)  Subject to the terms and  conditions  of this  Agreement  and the
other Transaction  Agreements,  each Lender hereby agrees to loan to the Company
the principal amount specified on the Lender's  signature page hereof (the "Loan
Amount").  The aggregate Loan Amount of all Lenders shall be $3,250,000.00  (the
"Aggregate Loan Amount").

          (ii) The  obligation  to  repay  the loan  from  the  Lender  shall be
evidenced by the Company's issuance of the Notes, which shall be shall be in the
form of Annex I annexed hereto.

          (iii)  The loans to be made by the  Lenders  and the  issuance  of the
Notes  to the  Lenders  and  the  other  transactions  contemplated  hereby  are

<PAGE>
sometimes  referred  to herein and in the other  Transaction  Agreements  as the
purchase  and sale of the  Securities  (as defined  below),  and are referred to
collectively as the "Transactions."

     b.   Certain  Definitions.  As used herein, each of the following terms has
the meaning set forth below, unless the context otherwise requires:

     "Affiliate"  means,  with respect to a specific  Person  referred to in the
relevant provision,  another Person who or which controls or is controlled by or
is under common control with such specified Person.

     "Business  Day" means any day other than  Saturday,  Sunday or other day on
which commercial banks in The City of New York are authorized or required by law
to remain closed.

     "Certificates"  means the Notes,  each duly  executed  by the  Company  and
issued on the Closing Date, and stock  certificates  in the amount of 10,833,333
shares of common stock,  $0.001 par value (the "Common  Stock"),  of the Company
issued by the Company within 15 Business Days of obtaining  Shareholder Approval
as  prepaid  interest  on the Note  pursuant  to the  terms  of the  Transaction
Agreements in the name of the Lender.

     "Closing  Date"  means  the date of the  closing  of the  Transactions,  as
provided  herein.  "Company  Control  Person"  means  each  director,  executive
officer,  promoter,  and such  other  Persons as may be deemed in control of the
Company  pursuant  to Rule 405 under the 1933 Act or  Section 20 of the 1934 Act
(as defined below).

     "Holder" means the Person  holding the relevant  Securities at the relevant
time.

     "Issued Shares" means stock certificates in the amount of 10,833,333 shares
of Common Stock of the Company  issued by the Company within 15 Business Days of
obtaining  Shareholder  Approval as prepaid interest on the Note pursuant to the
terms of the Transaction Agreements in the name of the Lender.

     "Last Audited Date" means December 31, 2005.

     "Lender Control Person" means each director,  executive officer,  promoter,
and such other  Persons as may be deemed in  control of the Lender  pursuant  to
Rule 405 under the 1933 Act or Section 20 of the 1934 Act.

     "Material  Adverse  Effect" means an event or combination of events,  which
individually or in the aggregate,  would reasonably be expected to (w) adversely
affect the legality,  validity or enforceability of the Securities or any of the
Transaction  Agreements,  (x) have or result in a material adverse effect on the
results of operations,  assets, prospects, or condition (financial or otherwise)


                                       2
<PAGE>
of the Company and its subsidiaries,  taken as a whole, (y) adversely impair the
Company's  ability to perform fully on a timely basis its obligations  under any
of the Transaction  Agreements or the transactions  contemplated thereby, or (z)
materially and adversely affect the value of the rights granted to the Lender in
the Transaction Agreements. "Person" means any living person or any entity, such
as, but not necessarily limited to, a corporation, partnership or trust.

     "Principal  Trading  Market"  means the Grey Market or such other market on
which the Common Stock is principally traded at the relevant time."

     "Securities"  means  the Note  and  stock  certificates  in the  amount  of
10,833,333 shares of Common Stock of the Company issued by the Company within 15
Business Days of obtaining  Shareholder Approval as prepaid interest on the Note
pursuant to the terms of the Transaction Agreements in the name of the Lender.

     "Shareholder  Approval"  means  shareholder  approval  amounting to, in the
aggregate, at least 50% of the issued and outstanding Common Stock,  authorizing
the Company to increase its authorized  capital stock from 75,000,000  shares of
Common Stock to 500,000,000 shares of Common Stock.

     "State of Incorporation" means Nevada.

     "Transaction  Agreements" means this Loan Agreement,  the Promissory Notes,
the Security Agreement,  the Collateral Agent Agreement, the Registration Rights
Agreement  and  the  Placement  Agent  Agreement,  and  includes  all  ancillary
documents referred to in those agreements.

     c.   Form of Payment; Delivery of Certificates.

          (i) The Lender  shall pay the Loan  Amount by  delivering  immediately
available good funds in United States Dollars pursuant to the wire  instructions
set forth in the Disbursement  Memorandum,  a copy of which is annexed hereto as
Exhibit A, no later than the date prior to the Closing Date.

          (ii) Within 15 Business Days of obtaining  Shareholder  Approval,  the
Company  shall  deliver the  Certificates,  each duly  executed on behalf of the
Company and issued in the name of the Lender, to the Lender.


                                       3
<PAGE>
     d.   Method of Payment.  Payment of the Loan  Amount  shall be made by wire
transfer of funds to:

          Bank:

          Branch Address:

          Account Name:

          Account No.:

          ABA No.:


     2.   LENDER  REPRESENTATIONS,  WARRANTIES,  ETC.;  ACCESS  TO  INFORMATION;
INDEPENDENT INVESTIGATION.

          The Lender  represents and warrants to, and covenants and agrees with,
the Company as follows:

          a. Without limiting Lender's right to sell the Securities  pursuant to
an effective  registration  statement or otherwise in  compliance  with the 1933
Act, the Lender is purchasing  the Securities for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution thereof.

          b. The Lender is (i) an "accredited  investor" as that term is defined
in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of
Rule 501(a)(3),  (ii) experienced in making investments of the kind described in
this Agreement and the related documents,  (iii) able, by reason of the business
and  financial  experience  of its  officers  (if an  entity)  and  professional
advisors (who are not  affiliated  with or compensated in any way by the Company
or any of its  Affiliates  or selling  agents),  to protect its own interests in
connection with the  transactions  described in this Agreement,  and the related
documents,  and to  evaluate  the  merits  and  risks  of an  investment  in the
Securities,  and (iv) able to afford the entire  loss of its  investment  in the
Securities.

          c. All  subsequent  offers and sales of the  Securities  by the Lender
shall be made pursuant to registration of the relevant Securities under the 1933
Act or pursuant to an exemption from registration.

          d. The Lender  understands  that the  Securities are being offered and
sold to it in reliance on specific exemptions from the registration requirements
of the 1933 Act and state  securities  laws and that the Company is relying upon
the  truth  and   accuracy   of,  and  the   Lender's   compliance   with,   the
representations,  warranties, agreements,  acknowledgments and understandings of
the Lender  set forth  herein in order to  determine  the  availability  of such
exemptions and the eligibility of the Lender to acquire the Securities.


                                       4
<PAGE>
          e. The Lender and its advisors,  if any, have been  furnished  with or
have been given access to all materials  relating to the business,  finances and
operations  of the Company and  materials  relating to the offer and sale of the
Securities which have been requested by the Lender, including those set forth on
in any annex  attached  hereto.  The Lender and its advisors,  if any, have been
afforded the  opportunity to ask questions of the Company and its management and
have received complete and satisfactory  answers to any such inquiries.  Without
limiting  the  generality  of  the  foregoing,  the  Lender  has  also  had  the
opportunity to obtain and to review the Company's filings on EDGAR.

          f. The  Lender  understands  that  its  investment  in the  Securities
involves  a high  degree of risk.  g. The  Lender  hereby  represents  that,  in
connection  with  its  purchase  of the  Securities,  it has not  relied  on any
statement  or  representation  by the  Company  or any  finders  or any of their
respective  officers,  directors  and  employees  or  any  of  their  respective
attorneys or agents.

          h. The  Lender  understands  that no United  States  federal  or state
agency or any other government or governmental  agency has passed on or made any
recommendation or endorsement of the Securities.

          i. This  Agreement and the other  Transaction  Agreements to which the
Lender is a party, and the transactions contemplated thereby, have been duly and
validly authorized, executed and delivered on behalf of the Lender and are valid
and  binding  agreements  of the Lender  enforceable  in  accordance  with their
respective terms,  subject as to enforceability to general  principles of equity
and to bankruptcy,  insolvency,  moratorium and other similar laws affecting the
enforcement of creditors' rights generally.

       3. COMPANY  REPRESENTATIONS,  ETC. The Company represents and warrants to
the Lender as of the date  hereof  and as of the  Closing  Date that,  except as
otherwise provided in Annex V hereto or in the Company's SEC Documents:

          a.  Rights  of  Others  Affecting  the  Transactions.   There  are  no
preemptive  rights of any  shareholder  of the Company,  as such, to acquire the
Notes.  No  party  other  than a  Lender  or an  Other  Lender  has a  currently
exercisable  right of first refusal,  which would be applicable to any or all of
the transactions contemplated by the Transaction Agreements.

          b.  Status.  The  Company is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of  Incorporation  and
has the  requisite  corporate  power to own its  properties  and to carry on its
business  as now being  conducted.  The Company is duly  qualified  as a foreign
corporation  to do business and is in good standing in each  jurisdiction  where
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification necessary,  other than those jurisdictions in which the failure to
so qualify  would not have or result in a Material  Adverse  Effect.  The Common


                                       5
<PAGE>
Stock is quoted on the  Principal  Trading  Market.  The Company has received no
notice, either oral or written, with respect to the continued eligibility of the
Common Stock for such quotation on the Principal Trading Market, and the Company
has  maintained  all  requirements  on its  part  for the  continuation  of such
quotation.

          c. Authorized Shares.

     (i) The  authorized  capital  stock of the Company  consists of  75,000,000
shares of Common  Stock,  $.001 par  value  per  share,  of which  approximately
71,400,000 are  outstanding  as of April 20, 2006. In connection  with this Loan
Agreement and Transaction Agreements,  the Company shall use its best efforts to
obtain requisite Shareholder Approval.

     (ii) As of the date  hereof and as of the  Closing  Date,  (1) there are no
outstanding  securities  which are  convertible  into  shares  of Common  Stock,
whether such conversion is currently  exercisable or exercisable  only upon some
future  date or the  occurrence  of some event in the future and (2) the Company
has not  issued any  warrants  or other  rights to acquire  shares of the Common
Stock other than those referred to in the Company's SEC  Documents.  If any such
securities are listed on Annex VI, the number or amount of each such outstanding
convertible security and the conversion terms thereof or of each such warrant or
other right and the terms of its exercise are set forth in said Annex VI.

     (iii) All  issued  and  outstanding  shares of Common  Stock have been duly
authorized and validly issued and are fully paid and non-assessable.

          d. Transaction  Agreements and Stock. Subject to Shareholder Approval,
this  Agreement  and  each  of  the  other  Transaction   Agreements,   and  the
transactions  contemplated thereby, have been duly and validly authorized by the
Company,  this Agreement has been duly executed and delivered by the Company and
this Agreement is, and the Notes, and each of the other Transaction  Agreements,
when  executed  and  delivered  by the  Company,  will  be,  valid  and  binding
agreements of the Company enforceable in accordance with their respective terms,
subject as to enforceability to general  principles of equity and to bankruptcy,
insolvency,  moratorium,  and other similar laws  affecting the  enforcement  of
creditors' rights generally.

          e.  Non-contravention.  Subject to Shareholder Approval, the execution
and delivery of this Agreement and each of the other  Transaction  Agreements by
the Company, the issuance of the Securities, and the consummation by the Company
of the other  transactions  contemplated by this Agreement,  the Notes,  and the
other  Transaction  Agreements  do not and will not conflict with or result in a
breach by the  Company of any of the terms or  provisions  of, or  constitute  a
default under (i) the  certificate of  incorporation  or by-laws of the Company,
each as currently in effect,  (ii) any indenture,  mortgage,  deed of trust,  or
other  material  agreement or  instrument  to which the Company is a party or by
which it or any of its  properties  or assets are bound,  including  any listing
agreement  for the Common  Stock  except as herein  set  forth,  or (iii) to its


                                        6
<PAGE>
knowledge,  any existing  applicable  law, rule, or regulation or any applicable
decree,  judgment,  or  order  of any  court,  United  States  federal  or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over the Company or any of its  properties or assets,  except such
conflict, breach or default which would not have or result in a Material Adverse
Effect.

          f.  Approvals.   With  the  exception  of  Shareholder   Approval,  no
authorization,  approval or consent of any court,  governmental body, regulatory
agency,  self-regulatory  organization,  or  stock  exchange  or  market  or the
shareholders  of the  Company is  required to be obtained by the Company for the
issuance  and sale of the  Securities  to the  Lender  as  contemplated  by this
Agreement,  except such  authorizations,  approvals  and consents that have been
obtained.

          g. Filings. None of the Company's SEC Documents contained, at the time
they were filed, any untrue statement of a material fact or omitted to state any
material fact required to be stated  therein or necessary to make the statements
made  therein in light of the  circumstances  under  which  they were made,  not
misleading.

          h. Absence of Certain Changes.  Since the Last Audited Date, there has
been no  material  adverse  change and no  Material  Adverse  Effect,  except as
disclosed in the Company's SEC Documents. Since the Last Audited Date, except as
provided in the  Company's  SEC  Documents,  the Company has not (i) incurred or
become  subject to any  material  liabilities  (absolute or  contingent)  except
liabilities  incurred in the ordinary  course of business  consistent  with past
practices; (ii) discharged or satisfied any material lien or encumbrance or paid
any material  obligation  or  liability  (absolute  or  contingent),  other than
current liabilities paid in the ordinary course of business consistent with past
practices;  (iii) declared or made any payment or  distribution of cash or other
property to  shareholders  with  respect to its capital  stock,  or purchased or
redeemed,  or made any  agreements  to  purchase  or  redeem,  any shares of its
capital stock; (iv) sold,  assigned or transferred any other tangible assets, or
canceled  any debts  owed to the  Company  by any  third  party or claims of the
Company  against  any third  party,  except in the  ordinary  course of business
consistent with past practices; (v) waived any rights of material value, whether
or not in the ordinary course of business,  or suffered the loss of any material
amount of existing business;  (vi) made any increases in employee  compensation,
except in the ordinary course of business  consistent  with past  practices;  or
(vii)  experienced any material  problems with labor or management in connection
with the terms and conditions of their employment.

          i. Full Disclosure.  To the best of the Company's knowledge,  there is
no fact known to the Company (other than general  economic  conditions  known to
the public  generally or as disclosed in the Company's SEC  Documents)  that has
not been disclosed in writing to the Lender that would reasonably be expected to
have or result in a Material Adverse Effect.

          j.  Absence  of  Litigation.  There is no  action,  suit,  proceeding,
inquiry or  investigation  before or by any court,  public board or body pending
or, to the knowledge of the Company, threatened against or affecting the Company
before  or  by  any  governmental   authority  or  nongovernmental   department,
commission,  board,  bureau,  agency or  instrumentality  or any  other  person,


                                       7
<PAGE>

wherein an unfavorable decision, ruling or finding would have a Material Adverse
Effect or which would adversely affect the validity or enforceability of, or the
authority or ability of the Company to perform its obligations under, any of the
Transaction Agreements. The Company is not aware of any valid basis for any such
claim that (either  individually  or in the aggregate with all other such events
and  circumstances)  could  reasonably  be expected  to have a Material  Adverse
Effect.  There are no  outstanding or unsatisfied  judgments,  orders,  decrees,
writs,  injunctions or  stipulations to which the Company is a party or by which
it or any of its properties is bound, that involve the transaction  contemplated
herein or that, alone or in the aggregate,  could reasonably be expect to have a
Material Adverse Effect.

          k.  Absence of Events of Default.  Except as set forth in Section 3(e)
hereof, (i) neither the Company nor any of its subsidiaries is in default in the
performance  or observance of any material  obligation,  agreement,  covenant or
condition contained in any material indenture,  mortgage, deed of trust or other
material agreement to which it is a party or by which its property is bound, and
(ii) no Event of Default (or its equivalent  term), as defined in the respective
agreement to which the Company or its subsidiary is a party, and no event which,
with the giving of notice or the passage of time or both,  would become an Event
of Default  (or its  equivalent  term) (as so defined  in such  agreement),  has
occurred and is continuing, which would have a Material Adverse Effect.

          l. Absence of Certain Company Control Person Actions or Events. To the
Company's knowledge, none of the following has occurred during the past five (5)
years with respect to a Company Control Person:

     (1) A petition under the federal  bankruptcy  laws or any state  insolvency
law was filed by or against, or a receiver,  fiscal agent or similar officer was
appointed  by a court for the  business  or  property  of such  Company  Control
Person,  or any  partnership in which he was a general  partner at or within two
years before the time of such filing, or any corporation or business association
of which he was an  executive  officer at or within two years before the time of
such filing;

     (2) Such Company  Control Person was convicted in a criminal  proceeding or
is  a  named  subject  of  a  pending  criminal  proceeding  (excluding  traffic
violations and other minor offenses);

     (3) Such Company  Control Person was the subject of any order,  judgment or
decree,  not  subsequently  reversed,  suspended  or  vacated,  of any  court of
competent  jurisdiction,  permanently  or  temporarily  enjoining  him from,  or
otherwise limiting, the following activities:

          (i) acting, as an investment advisor, underwriter, broker or dealer in
          securities,  or as an affiliated  person,  director or employee of any
          investment  company,  bank,  savings and loan association or insurance
          company,  as  a  futures  commission  merchant,   introducing  broker,
          commodity trading advisor,  commodity pool operator, floor broker, any


                                       8
<PAGE>

          other Person  regulated by the Commodity  Futures  Trading  Commission
          ("CFTC")  or  engaging  in or  continuing  any  conduct or practice in
          connection with such activity;

          (ii) engaging in any type of business practice; or

          (iii) engaging in any activity in connection with the purchase or sale
          of any security or commodity or in  connection  with any  violation of
          federal or state securities laws or federal commodities laws;

     (4) Such Company  Control Person was the subject of any order,  judgment or
decree, not subsequently reversed, suspended or vacated, of any federal or state
authority  barring,  suspending or otherwise  limiting for more than 60 days the
right of such  Company  Control  Person to engage in any  activity  described in
paragraph (3) of this item, or to be associated with Persons engaged in any such
activity; or

     (5)  Such  Company  Control  Person  was  found  by a  court  of  competent
jurisdiction  in a civil  action  or by the  CFTC or SEC to  have  violated  any
federal or state  securities  law,  and the  judgment  in such  civil  action or
finding by the CFTC or SEC has not been  subsequently  reversed,  suspended,  or
vacated.

          m. No Undisclosed  Liabilities or Events. To the best of the Company's
knowledge,  the  Company  has no  liabilities  or  obligations  other than those
disclosed in the Transaction  Agreements or the Company's SEC Documents or those
incurred in the ordinary course of the Company's business since the Last Audited
Date,  or which  individually  or in the  aggregate,  do not or would not have a
Material Adverse Effect.  No event or circumstances  has occurred or exists with
respect  to the  Company  or its  properties,  business,  operations,  condition
(financial or otherwise), or results of operations, which, under applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.
There are no proposals currently under consideration or currently anticipated to
be under  consideration  by the Board of Directors or the executive  officers of
the Company  which  proposal  would (x) change the  articles or  certificate  of
incorporation  or other  charter  document  or by-laws of the  Company,  each as
currently in effect,  with or without shareholder  approval,  which change would
reduce or otherwise  adversely  affect the rights and powers of the shareholders
of the Common Stock or (y)  materially  or  substantially  change the  business,
assets or capital of the Company, including its interests in subsidiaries.

          n.  No  Integrated  Offering.  Neither  the  Company  nor  any  of its
Affiliates  nor any  Person  acting  on its or their  behalf  has,  directly  or
indirectly,  at any time since November 1, 2005,  made any offer or sales of any
security or solicited any offers to buy any security  under  circumstances  that
would  eliminate the  availability  of the  exemption  from  registration  under
Regulation  D in  connection  with  the  offer  and  sale of the  Securities  as
contemplated hereby.

                                       9
<PAGE>

          o.  Confirmation.  The Company  confirms  that all  statements  of the
Company  contained  herein shall  survive  acceptance  of this  Agreement by the
Lender.  The Company  agrees that,  if any events occur or  circumstances  exist
prior to the Closing Date or the release of the Loan Amount to the Company which
would make any of the Company's representations, warranties, agreements or other
information set forth herein  materially  untrue or materially  inaccurate as of
such date, the Company shall immediately  notify the Lender (directly or through
its  counsel,  if any) in writing  prior to such date of such  fact,  specifying
which representation, warranty or covenant is affected and the reasons therefor.

     4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

          a.  Transfer  Restrictions.  The  Lender  acknowledges  that  (1)  the
Securities  have not been and are not being  registered  under the provisions of
the 1933 Act, and have not been and are not being registered under the 1933 Act,
and may not be transferred unless (A) subsequently  registered thereunder or (B)
the Lender shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from  such  registration;  (2)  any  sale of the  Securities  made in
reliance  on Rule  144  promulgated  under  the  1933  Act  may be made  only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  Securities  under  circumstances  in which the
seller,  or the  Person  through  whom the sale is made,  may be deemed to be an
underwriter,  as that term is used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder;  and (3)  neither  the  Company  nor any  other  Person is under any
obligation to register the  Securities  under the 1933 Act or to comply with the
terms and conditions of any exemption thereunder.


          b. Restrictive  Legend. The Lender acknowledges and agrees that, until
such time as the  relevant  Notes have been  registered  under the 1933 Act, and
sold in  accordance  with an  effective  Registration  Statement or otherwise in
accordance with another effective registration  statement,  the certificates and
other  instruments  representing  any of the Securities shall bear a restrictive
legend in  substantially  the following form (and a  stop-transfer  order may be
placed against transfer of any such Securities):

        THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED   UNDER  THE
        SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS
        OF ANY STATE AND MAY NOT BE SOLD OR OFFERED  FOR SALE IN THE
        ABSENCE  OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE
        SECURITIES  OR AN  OPINION  OF  COUNSEL  OR  OTHER  EVIDENCE
        ACCEPTABLE  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
        REQUIRED.

          c. Filings.  The Company  undertakes  and agrees to make all necessary
filings in  connection  with the sale of the  Securities to the Lender under any
United States laws and regulations applicable to the Company, or by any domestic
securities  exchange  or trading  market,  and to provide a copy  thereof to the
Lender promptly after such filing.

                                       10
<PAGE>

          d. Reporting  Status.  So long as the Lender  beneficially owns any of
the Securities and for at least twenty (20) days  thereafter,  the Company shall
file all  reports  required  to be filed with the SEC  pursuant to Section 13 or
15(d) of the 1934 Act,  shall take all  reasonable  action  under its control to
ensure that adequate current public information with respect to the Company,  as
required  in  accordance  with  Rule  144(c)(2)  of the 1933  Act,  is  publicly
available,  and shall not  terminate  its status as an issuer  required  to file
reports  under the 1934 Act even if the 1934 Act or the  rules  and  regulations
thereunder would permit such  termination.  The Company will take all reasonable
action under its control to maintain the  continued  listing and  quotation  and
trading of its Common Stock on the Principal  Trading Market or a listing on the
NASDAQ/Small Cap or National  Markets and, to the extent  applicable to it, will
comply in all material respects with the Company's  reporting,  filing and other
obligations  under the by-laws or rules of the Principal  Trading  Market and/or
the  National  Association  of  Securities  Dealers,  Inc.,  as the case may be,
applicable  to it at least  through  the date which is sixty (60) days after the
date on which all of the Notes have been paid in full.

          e. Use of Proceeds. The Company will use 100% of the proceeds received
hereunder  to finance  the  acquisition  of 75% of the assets of Telton  Limited
(Nevis), a privately owned corporation  organized under the laws of Antigua, and
G-Cash  (Gibraltar),  a privately owned corporation  organized under the laws of
Antigua,  as disclosed  in the  Arrangement  Agreement  entered into on April 6,
2006.

          f. Intentionally Omitted

          g. Intentionally Omitted

          h. Intentionally Omitted

          i. Publicity,  Filings, Releases, Etc. Each of the parties agrees that
it will not disseminate any information  relating to the Transaction  Agreements
or the transactions contemplated thereby,  including issuing any press releases,
holding  any  press   conferences  or  other  forums,   or  filing  any  reports
(collectively,  "Publicity"),  without giving the other party reasonable advance
notice and an opportunity to comment on the contents thereof;  provided that the
Company  will  not  disseminate  any  information  relating  to the  Transaction
Agreements or the transactions  contemplated thereby until the Company discloses
the details of the financing transaction contemplated herein by filing a Current
Report on Form 8-K containing full disclosure and audited financial  statements,
as required by the  applicable  SEC rules and  regulations.  Neither  party will
include in any such  Publicity any statement or statements or other  material to
which the other party reasonably  objects,  unless in the reasonable  opinion of
counsel  to the party  proposing  such  statement,  such  statement  is  legally
required to be  included.  In  furtherance  of the  foregoing,  the Company will
provide to the Lender  drafts of the  applicable  text of the first  filing of a


                                       11
<PAGE>

Current  Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K
intended to be made with the SEC which refers to the  Transaction  Agreements or
the transactions  contemplated  thereby as soon as practicable (but at least one
business  day before  such  filing will be made) will not include in such filing
any  statement  or  statements  or other  material  to  which  the  other  party
reasonably  objects,  unless in the  reasonable  opinion of counsel to the party
proposing such  statement,  such  statement is legally  required to be included.
Notwithstanding  the  foregoing,  each of the  parties  hereby  consents  to the
inclusion of the text of the Transaction Agreements in filings made with the SEC
as well as any  descriptive  text  accompanying  or part of such filing which is
accurate  and  reasonably  determined  by the  Company's  counsel  to be legally
required.  Notwithstanding,  but subject to, the  foregoing  provisions  of this
Section 4(i), the Company will,  after the Closing Date,  promptly issue a press
release and file a Current Report on Form 8-K or, if appropriate, a quarterly or
annual  report  on  the  appropriate   form,   referring  to  the   transactions
contemplated by the Transaction Agreements.


          j.  Independent  Nature  of  Lenders'   Obligations  and  Rights.  The
obligations of each Lender under the Transaction  Agreements are several and not
joint  with  the  obligations  of any  other  Lender,  and no  Lender  shall  be
responsible  in any way for the  performance  of the  obligations  of any  Other
Lender under any one or more of the Transaction Agreements. The decision of each
Lender or Other  Lender  to  purchase  Securities  pursuant  to the  Transaction
Agreements  has been made by such  Lender  independently  of any  Other  Lender.
Nothing contained herein or in any Transaction Agreement, and no action taken by
any  Lender  pursuant  thereto,  shall be deemed to  constitute  any two or more
Lenders as a partnership,  an association,  a joint venture or any other kind of
entity,  or  create a  presumption  that the  Lenders  are in any way  acting in
concert  or as a group  with  respect to such  obligations  or the  transactions
contemplated by the Transaction  Agreements.  Each Lender  acknowledges  that no
Other  Lender has acted as agent for such Lender in  connection  with making its
investment  hereunder  and that no Lender  will be acting as agent of such Other
Lender in  connection  with  monitoring  its  investment  in the  Securities  or
enforcing  its rights  under the  Transaction  Agreements.  Each Lender shall be
entitled to  independently  protect and  enforce its rights,  including  without
limitation  the  rights  arising  out of  this  Agreement  or  out of the  other
Transaction Agreements, and it shall not be necessary for any Other Lender to be
joined as an additional  party in any proceeding  for such purpose.  The Company
acknowledges  that  each  of  the  Lenders  has  been  provided  with  the  same
Transaction  Agreements  for the purpose of closing a transaction  with multiple
Lenders and not because it was required or requested to do so by any Lender.

          k. Equal Treatment of Lenders.  No  consideration  shall be offered or
paid to any  person  to amend or  consent  to a waiver  or  modification  of any
provision of any of the Transaction  Agreements unless the same consideration is
also offered to all of the parties to the Transaction Agreements.

          l. Independent  Investment Decision.  No Lender has agreed to act with
any Other Lender for the purpose of acquiring,  holding,  voting or disposing of
the Securities  purchased hereunder for purposes of Section 13(d) under the 1934
Act, and each Lender is acting  independently  with respect to its investment in
the Securities.  The decision of each Lender to purchase  Securities pursuant to


                                       12
<PAGE>

this Agreement has been made by such Lender  independently of any other purchase
and  independently of any information,  materials,  statements or opinions as to
the business, affairs, operations, assets, properties,  liabilities,  results of
operations,  condition  (financial  or otherwise) or prospects of the Company or
its  subsidiaries  which may have  made or given by any  Other  Lender or by any
agent or  employee  of any Other  Lender,  and no Lender or any of its agents or
employees  shall have any  liability to any Other  Lender (or any other  person)
relating  to or arising  from any such  information,  materials,  statements  or
opinions.

     5. Intentionally Omitted

     6. CLOSING DATE.

     a. The Closing Date shall occur on or before May 4, 2006;  provided that on
or prior to such date,  each of the conditions  contemplated by Sections 7 and 8
hereof  shall have  either been  satisfied  or been waived by the party in whose
favor such conditions run.

     b. The closing of the  Transactions  shall occur on the Closing Date at the
offices of the  Lender  and shall  take place no later than 7:00 P.M.,  New York
time,  on such day or such other time as is mutually  agreed upon by the Company
and the Lender.

     7. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

     The Lender  understands that the Company's  obligation to sell the Notes to
the Lender pursuant to this Agreement on the Closing Date is conditioned upon:

     a. The execution and delivery of this Agreement by the Lender;

     b.  Delivery by the Lender good funds as payment in full of an amount equal
to the Loan Amount in accordance with this Agreement;

     c. The accuracy on such Closing Date of the  representations and warranties
of the Lender contained in this Agreement, each as if made on such date, and the
performance by the Lender on or before such date of all covenants and agreements
of the Lender required to be performed on or before such date; and

     d. There shall not be in effect any law, rule or regulation  prohibiting or
restricting the transactions  contemplated  hereby,  or requiring any consent or
approval which shall not have been obtained.


                                       13
<PAGE>
     8. CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE.

     The Company  understands that the Lender's obligation to purchase the Notes
and the Issued Shares on the Closing Date is conditioned upon:

     a. The execution and delivery of this  Agreement and the other  Transaction
Agreements  by the Company and the  Shareholders;  provided  that,  the Security
Agreement and Collateral  Agent  Agreement  shall be executed among the Company,
the Shareholders, the Lenders and the Collateral Agent, as defined in applicable
agreements,  within thirty (30) Business Days of the Closing date, such that the
execution  and  delivery of the  Security  Agreement  and the  Collateral  Agent
Agreement  shall  be  considered  as a post  Closing  item  and  shall  not be a
condition of the Lender's obligation to purchase the Notes and the Issued Shares
on the Closing Date;

     b. Delivery by the Company of the Notes in accordance with this Agreement;

     c.  The  accuracy  in all  material  respects  on the  Closing  Date of the
representations and warranties of the Company contained in this Agreement,  each
as if made on such date,  and the  performance  by the Company on or before such
date of all covenants and agreements of the Company  required to be performed on
or before such date;

     d. With the exception of Shareholder Approval, there shall not be in effect
any  law,  rule  or  regulation  prohibiting  or  restricting  the  transactions
contemplated  hereby,  or requiring any consent or approval which shall not have
been obtained; and

     e. From and after the date hereof to and including  the Closing Date,  each
of the following conditions will remain in effect: (i) the trading of the Common
Stock,  if any,  shall not have been  suspended  by the SEC or on the  Principal
Trading Market;  (ii) trading in securities  generally on the Principal  Trading
Market shall not have been  suspended or limited;  (iii) no minimum prices shall
been established for securities traded on the Principal Trading Market; and (iv)
there shall not have been any material adverse change in any financial market.

                                       14
<PAGE>

     9. INDEMNIFICATION AND REIMBURSEMENT.

     a. (i) The Company agrees to indemnify and hold harmless the Lender and its
officers, directors,  employees, and agents, and each Lender Control Person from
and  against any  losses,  claims,  damages,  liabilities  or expenses  incurred
(collectively,  "Damages"),  joint or several, and any action in respect thereof
to which the Lender, its partners, Affiliates,  officers, directors,  employees,
and duly authorized  agents,  and any such Lender Control Person becomes subject
to, resulting from, arising out of or relating to any misrepresentation,  breach
of warranty or nonfulfillment of or failure to perform any covenant or agreement
on the  part of  Company  contained  in this  Agreement,  as  such  Damages  are
incurred,  except to the extent such  Damages  result  primarily  from  Lender's
failure to perform any covenant or agreement  contained in this Agreement or the
Lender's or its  officer's,  director's,  employee's,  agent's or Lender Control
Person's  gross  negligence,   recklessness  or  bad  faith  in  performing  its
obligations under this Agreement.

          (ii) The Company  hereby  agrees  that,  if the Lender,  other than by
reason of its gross negligence,  illegal or willful misconduct (in each case, as
determined by a non-appealable judgment to such effect), (x) becomes involved in
any  capacity  in  any  action,  proceeding  or  investigation  brought  by  any
shareholder  of  the  Company,  in  connection  with  or  as  a  result  of  the
consummation  of the  transactions  contemplated  by this Agreement or the other
Transaction  Agreements,  or if the  Lender  is  impleaded  in any such  action,
proceeding  or  investigation  by any  Person,  or (y)  becomes  involved in any
capacity in any action,  proceeding  or  investigation  brought by the SEC,  any
self-regulatory  organization  or other  body  having  jurisdiction,  against or
involving the Company or in connection  with or as a result of the  consummation
of the  transactions  contemplated  by this  Agreement or the other  Transaction
Agreements,  or (z) is impleaded in any such action, proceeding or investigation
by any Person,  then in any such case, the Company shall  indemnify,  defend and
hold harmless the Lender from and against and in respect of all losses,  claims,
liabilities, damages or expenses resulting from, imposed upon or incurred by the
Lender,  directly or  indirectly,  and reimburse  such Lender for its reasonable
legal  and  other  expenses   (including  the  cost  of  any  investigation  and
preparation)  incurred in connection  therewith,  as such expenses are incurred.
The  indemnification  and  reimbursement  obligations  of the Company under this
paragraph  shall be in addition to any liability which the Company may otherwise
have,  shall extend upon the same terms and  conditions to any Affiliates of the
Lender who are actually named in such action,  proceeding or investigation,  and
partners,  directors,  agents, employees and Lender Control Persons (if any), as
the case may be, of the Lender and any such Affiliate, and shall be binding upon
and  inure  to the  benefit  of any  successors,  assigns,  heirs  and  personal
representatives  of the Company,  the Lender,  any such  Affiliate  and any such
Person.  The Company also agrees that neither the Lender nor any such Affiliate,
partner,  director,  agent,  employee or Lender  Control  Person  shall have any
liability to the Company or any Person asserting claims on behalf of or in right
of the Company in  connection  with or as a result of the  consummation  of this
Agreement or the other  Transaction  Agreements,  except as may be expressly and
specifically provided in or contemplated by this Agreement.

                                       15
<PAGE>

     b. All claims for  indemnification  by any  Indemnified  Party (as  defined
below) under this Section shall be asserted and resolved as follows:

          (i) In the event any claim or demand in  respect  of which any  Person
claiming  indemnification  under any provision of this Section (an  "Indemnified
Party")  might seek  indemnity  under  paragraph (a) of this Section is asserted
against or sought to be collected from such Indemnified  Party by a Person other
than a party  hereto or an  Affiliate  thereof  (a  "Third  Party  Claim"),  the
Indemnified Party shall deliver a written notification,  enclosing a copy of all
papers  served,  if any, and  specifying  the nature of and basis for such Third
Party Claim and for the Indemnified  Party's claim for  indemnification  that is
being  asserted  under any  provision  of this  Section  against any Person (the
"Indemnifying  Party"),  together  with the  amount  or, if not then  reasonably
ascertainable,  the estimated  amount,  determined in good faith,  of such Third
Party Claim (a "Claim  Notice") with reasonable  promptness to the  Indemnifying
Party.  If the  Indemnified  Party  fails  to  provide  the  Claim  Notice  with
reasonable  promptness after the Indemnified Party receives notice of such Third
Party Claim,  the  Indemnifying  Party shall not be  obligated to indemnify  the
Indemnified  Party with respect to such Third Party Claim to the extent that the
Indemnifying  Party's  ability to defend has been  prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as  practicable  within the period  ending  thirty  (30)  calendar  days
following  receipt  by the  Indemnifying  Party of  either a Claim  Notice or an
Indemnity  Notice  (as  defined  below)  (the  "Dispute   Period")  whether  the
Indemnifying  Party disputes its liability or the amount of its liability to the
Indemnified Party under this Section and whether the Indemnifying Party desires,
at its sole cost and expense, to defend the Indemnified Party against such Third
Party Claim. The following provisions shall also apply.


          (x) If the  Indemnifying  Party notifies the Indemnified  Party within
          the Dispute Period that the  Indemnifying  Party desires to defend the
          Indemnified  Party with  respect to the Third Party Claim  pursuant to
          this paragraph (b) of this Section,  then the Indemnifying Party shall
          have the right to defend, with counsel reasonably  satisfactory to the
          Indemnified  Party,  at the sole cost and expense of the  Indemnifying
          Party,  such Third Party Claim by all appropriate  proceedings,  which
          proceedings  shall be  vigorously  and  diligently  prosecuted  by the
          Indemnifying  Party to a final  conclusion  or will be  settled at the
          discretion of the Indemnifying Party (but only with the consent of the
          Indemnified  Party in the case of any settlement that provides for any
          relief other than the payment of monetary damages or that provides for
          the  payment of  monetary  damages as to which the  Indemnified  Party
          shall not be  indemnified  in full  pursuant to paragraph  (a) of this
          Section).  The  Indemnifying  Party  shall  have full  control of such
          defense  and  proceedings,  including  any  compromise  or  settlement
          thereof;  provided,  however,  that the Indemnified  Party may, at the
          sole cost and expense of the  Indemnified  Party, at any time prior to
          the  Indemnifying  Party's  delivery of the notice  referred to in the
          first sentence of this  subparagraph  (x), file any motion,  answer or
          other  pleadings or take any other action that the  Indemnified  Party
          reasonably  believes  to  be  necessary  or  appropriate  protect  its
          interests; and provided further, that if requested by the Indemnifying


                                       16
<PAGE>

          Party, the Indemnified Party will, at the sole cost and expense of the
          Indemnifying Party, provide reasonable cooperation to the Indemnifying
          Party in contesting any Third Party Claim that the Indemnifying  Party
          elects to contest.  The Indemnified  Party may participate in, but not
          control, any defense or settlement of any Third Party Claim controlled
          by the  Indemnifying  Party  pursuant to this  subparagraph  (x),  and
          except as provided in the preceding  sentence,  the Indemnified  Party
          shall  bear  its  own  costs  and   expenses   with  respect  to  such
          participation.  Notwithstanding  the foregoing,  the Indemnified Party
          may take over the  control  of the  defense or  settlement  of a Third
          Party  Claim  at any  time  if it  irrevocably  waives  its  right  to
          indemnity  under  paragraph  (a) of this  Section with respect to such
          Third Party Claim.

          (y) If the  Indemnifying  Party fails to notify the Indemnified  Party
          within the  Dispute  Period  that the  Indemnifying  Party  desires to
          defend  the  Third  Party  Claim  pursuant  to  paragraph  (b) of this
          Section,  or if the Indemnifying  Party gives such notice but fails to
          prosecute  vigorously  and diligently or settle the Third Party Claim,
          or if the  Indemnifying  Party  fails  to give any  notice  whatsoever
          within the Dispute Period,  then the Indemnified  Party shall have the
          right to  defend,  at the sole cost and  expense  of the  Indemnifying
          Party,  the Third Party Claim by all  appropriate  proceedings,  which
          proceedings  shall  be  prosecuted  by  the  Indemnified  Party  in  a
          reasonable  manner  and in  good  faith  or  will  be  settled  at the
          discretion  of  the  Indemnified   Party  (with  the  consent  of  the
          Indemnifying Party, which consent will not be unreasonably  withheld).
          The  Indemnified  Party  will have full  control of such  defense  and
          proceedings, including any compromise or settlement thereof; provided,
          however,  that if requested by the Indemnified Party, the Indemnifying
          Party will,  at the sole cost and expense of the  Indemnifying  Party,
          provide  reasonable  cooperation  to the  Indemnified  Party  and  its
          counsel in  contesting  any Third Party  Claim  which the  Indemnified
          Party is contesting.  Notwithstanding the foregoing provisions of this
          subparagraph   (y),  if  the  Indemnifying   Party  has  notified  the
          Indemnified  Party  within the Dispute  Period  that the  Indemnifying
          Party disputes its liability or the amount of its liability  hereunder
          to the Indemnified Party with respect to such Third Party Claim and if
          such  dispute is  resolved in favor of the  Indemnifying  Party in the
          manner provided in subparagraph(z)  below, the Indemnifying Party will
          not be  required  to bear the costs and  expenses  of the  Indemnified
          Party's  defense   pursuant  to  this   subparagraph  (y)  or  of  the
          Indemnifying Party's  participation therein at the Indemnified Party's
          request,  and the Indemnified  Party shall reimburse the  Indemnifying
          Party in full for all  reasonable  costs and expenses  incurred by the
          Indemnifying   Party  in   connection   with  such   litigation.   The
          Indemnifying Party may participate in, but not control, any defense or
          settlement  controlled  by the  Indemnified  Party  pursuant  to  this
          subparagraph (y), and the Indemnifying  Party shall bear its own costs
          and expenses with respect to such participation.

                                       17
<PAGE>


          (z) If the Indemnifying  Party notifies the Indemnified  Party that it
          does not dispute its  liability or the amount of its  liability to the
          Indemnified  Party  with  respect  to  the  Third  Party  Claim  under
          paragraph (a) of this Section or fails to notify the Indemnified Party
          within the Dispute Period whether the Indemnifying  Party disputes its
          liability or the amount of its liability to the Indemnified Party with
          respect to such Third Party Claim, the amount of Damages  specified in
          the Claim  Notice  shall be  conclusively  deemed a  liability  of the
          Indemnifying  Party  under  paragraph  (a) of  this  Section  and  the
          Indemnifying  Party  shall  pay  the  amount  of such  Damages  to the
          Indemnified  Party on  demand.  If the  Indemnifying  Party has timely
          disputed its liability or the amount of its liability  with respect to
          such claim,  the  Indemnifying  Party and the Indemnified  Party shall
          proceed in good  faith to  negotiate  a  resolution  of such  dispute;
          provided,  however,  that if the dispute is not resolved within thirty
          (30) days after the Claim  Notice,  the  Indemnifying  Party  shall be
          entitled to institute such legal action as it deems appropriate.

          (ii) In the event any  Indemnified  Party  should  have a claim  under
paragraph  (a) of this  Section  against  the  Indemnifying  Party that does not
involve a Third Party  Claim,  the  Indemnified  Party  shall  deliver a written
notification  of a claim  for  indemnity  under  paragraph  (a) of this  Section
specifying the nature of and basis for such claim,  together with the amount or,
if not then reasonably  ascertainable,  the estimated amount, determined in good
faith, of such claim (an "Indemnity  Notice") with reasonable  promptness to the
Indemnifying  Party. The failure by any Indemnified  Party to give the Indemnity
Notice shall not impair such party's rights  hereunder except to the extent that
the Indemnifying  Party  demonstrates  that it has been  irreparably  prejudiced
thereby.  If the Indemnifying  Party notifies the Indemnified Party that it does
not dispute  the claim or the amount of the claim  described  in such  Indemnity
Notice or fails to notify  the  Indemnified  Party  within  the  Dispute  Period
whether the  Indemnifying  Party  disputes  the claim or the amount of the claim
described  in such  Indemnity  Notice,  the amount of Damages  specified  in the
Indemnity  Notice will be  conclusively  deemed a liability of the  Indemnifying
Party under paragraph (a) of this Section and the  Indemnifying  Party shall pay
the  amount  of  such  Damages  to  the  Indemnified  Party  on  demand.  If the
Indemnifying  Party has  timely  disputed  its  liability  or the  amount of its
liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall  proceed in good faith to  negotiate a resolution  of such  dispute;
provided,  however,  that it the dispute is not resolved within thirty (30) days
after the Claim Notice,  the  Indemnifying  Party shall be entitled to institute
such legal action as it deems appropriate.

     c. The indemnity  agreements  contained  herein shall be in addition to (i)
any cause of action or  similar  rights of the  indemnified  party  against  the
indemnifying  party or others,  and (ii) any liabilities the indemnifying  party
may be subject to.

     10. JURY TRIAL  WAIVER.  The Company and the Lender hereby waive a trial by
jury in any action,  proceeding or counterclaim brought by either of the Parties
hereto  against the other in respect of any matter  arising out or in connection
with the Transaction Agreements.

                                       18
<PAGE>

     11. GOVERNING LAW: MISCELLANEOUS.


     a. (i) This  Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of New York for  contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict of laws. Each of the parties consents to the exclusive  jurisdiction of
the federal courts whose districts  encompass any part of the County of New York
or the state  courts of the State of New York  sitting in the County of New York
in connection  with any dispute arising under this Agreement or any of the other
Transaction  Agreements  and hereby waives,  to the maximum extent  permitted by
law, any objection,  including any objection based on forum non  conveniens,  to
the bringing of any such proceeding in such  jurisdictions  or to any claim that
such  venue of the  suit,  action  or  proceeding  is  improper.  To the  extent
determined  by such  court,  the  Company  shall  reimburse  the  Lender for any
reasonable legal fees and disbursements incurred by the Lender in enforcement of
or  protection  of any of its rights  under any of the  Transaction  Agreements.
Nothing in this Section  shall affect or limit any right to serve process in any
other manner permitted by law.

          (ii) The Company and the Lender acknowledge and agree that irreparable
damage would occur in the event that any of the  provisions of this Agreement or
the other  Transaction  Agreements  were not performed in accordance  with their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be entitled to an injunction  or  injunctions  to prevent or cure
breaches  of  the  provisions  of  this  Agreement  and  the  other  Transaction
Agreements  and to  enforce  specifically  the terms and  provisions  hereof and
thereof,  this being in addition to any other remedy to which any of them may be
entitled by law or equity.

     b.  Failure  of any  party to  exercise  any  right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     c. This  Agreement  shall inure to the  benefit of and be binding  upon the
successors and assigns of each of the parties hereto.

     d. All pronouns and any variations thereof refer to the masculine, feminine
or neuter, singular or plural, as the context may require.

     e. A facsimile  transmission  of this signed  Agreement  shall be legal and
binding on all parties hereto.

     f. This Agreement may be signed in one or more counterparts,  each of which
shall be deemed an original.

                                       19
<PAGE>

     g. The headings of this  Agreement  are for  convenience  of reference  and
shall not form part of, or affect the interpretation of, this Agreement.

     h. If any provision of this Agreement shall be invalid or  unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

     i. This Agreement may be amended only by an instrument in writing signed by
the party to be charged with enforcement thereof.

     j. This Agreement  supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.


     12. NOTICES.  Any notice required or permitted  hereunder shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given on the earliest of

     (a) the date  delivered,  if  delivered  by  personal  delivery  as against
     written receipt therefor or by confirmed facsimile transmission,

     (b) the fifth business day after deposit,  postage  prepaid,  in the United
     States Postal Service by registered or certified mail, or

     (c) the third  business  day after  mailing by  domestic  or  international
     express courier, with delivery costs and fees prepaid,

in each case,  addressed to each of the other parties thereunto  entitled at the
following  addresses (or at such other  addresses as such party may designate by
ten (10)  day's  advance  written  notice  similarly  given to each of the other
parties hereto):

COMPANY:          New World Entertainment Corp.
                  7251 West Lake Mead Boulevard, Suite 300
                  Las Vegas, Nevada

                  T (888) 628-1949
                  F _______________

                                       20
<PAGE>


with a copy to:   Richard A. Friedman, Esq.
                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, NY 10018
                  T (212) 930-9700
                  F (212) 930-9725


LENDER:           At the address set forth on the signature page of this
                  Agreement. with a copy to:

                  Global Developments Inc.
                  c/o 510-999 W. Hastings St.
                  Vancouver, BC V6C 2W2
                  Attn: John Briner

                  555 Holdings LLC
                  c/o 510-999 W. Hastings St.
                  Vancouver, BC V6C 2W2
                  Attn: John Briner


     13.  SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  The  Company's and the
Lender's  representations  and warranties herein shall survive the execution and
delivery of this Agreement and the delivery of the  Certificates and the payment
of the Loan Amount, and shall inure to the benefit of the Lender and the Company
and their respective successors and assigns.


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]


                                       21
<PAGE>



     IN WITNESS WHEREOF,  with respect to the Loan Amount specified below,  this
Agreement  has been duly  executed  by the Lender and the Company as of the date
set first above written.

AGGREGATE PRINCIPAL AMOUNT OF NOTES:          $3,250,000
                                              ----------


LENDER:                                       LENDER:
------                                        ------

Global Developments Inc.                      555 Holdings LLC
c/o 510-999 W. Hastings St.                   c/o 510-999 W. Hastings St.
Vancouver, BC V6C 2W2                         Vancouver, BC V6C 2W2
Telephone No. (604) 685-7552                  Telephone No. (604) 685-7552
Telecopier No. (604) 685-7551                 Telecopier No. (604) 685-7551

Global Developments Inc.                      555 Holdings LLC


By: _________________________________         By: ________________________
John Briner, Director                         John Briner
                                              Title: _____________________


Nevada                                        Nevada
Jurisdiction of Incorporation                 Jurisdiction of Incorporation
or Organization                               or Organization


COMPANY

NEW WORLD ENTERTAINMENT CORP.


By: _________________________________
      Michelle Dobson
      President and Director



                                       22
<PAGE>




         ANNEX I           FORM OF NOTE

         ANNEX V           COMPANY DISCLOSURE MATERIALS


                                       23
<PAGE>




                                    EXHIBIT A