Unassociated Document


    AMENDED
      PROMISSORY NOTE

     

    
      	$220,000  	 	Dated as of August 12, 2005
	 	 	and amended as of January 13,
              2006
	 	 	Los Angeles,
              California


    

     

    


     Affinity
      Media International Corp. (the "Maker") promises to pay to the order of American
      Consulting Corp. (the "Payee") the principal sum of Two Hundred and Twenty
      Thousand Dollars and No cents ($220,000) in lawful money of the United States
      of
      America, on the terms and conditions described below.

    


    1.
       Principal.
      The
      principal balance of this Note shall be repayable on the earlier of (i) June
      30,
      2007 or (ii) the date on which Maker consummates an initial public offering
      of
      its securities.

    


    2.
       Interest.
      No
      interest shall accrue on the unpaid principal balance of this Note.

    


    3.
       Application
      of Payments.
      All
      payments shall be applied first to payment in full of any costs incurred in
      the
      collection of any sum due under this Note, including (without limitation)
      reasonable attorney's fees, then to the payment in full of any late charges
      and
      finally to the reduction of the unpaid principal balance of this
      Note.

    


    4.
       Events
      of Default.
      The
      following shall constitute Events of Default:

    


    (a)
       Failure
      to Make Required Payments. Failure by Maker to pay the principal of this Note
      within five (5) business days following the date when due.

    


    (b)
       Voluntary
      Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal
      Bankruptcy Code, as now constituted or hereafter amended, or any other
      applicable federal or state bankruptcy, insolvency, reorganization,
      rehabilitation or other similar law, or the consent by it to the appointment
      of
      or taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) of Maker or for any substantial part
      of
      its property, or the making by it of any assignment for the benefit of
      creditors, or the failure of Maker generally to pay its debts as such
      debts

    become
      due, or the taking of corporate action by Maker in furtherance of any of the
      foregoing.

    


    (c)
       Involuntary
      Bankruptcy, Etc. The entry of a decree or order for relief by a court having
      jurisdiction in the premises in respect of Maker in an involuntary case under
      the Federal Bankruptcy Code, as now or hereafter constituted, or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      (or similar official) of Maker or for any substantial part of its property,
      or
      ordering the winding-up or liquidation of its affairs, and

    the
      continuance of any such decree or order unstayed and in effect for a period
      of
      60 consecutive days.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.
       Remedies.

    


    (a)
       Upon
      the
      occurrence of an Event of Default specified in Section 4(a), Payee may, by
      written notice to Maker, declare this Note to be due and payable, whereupon
      the
      principal amount of this Note, and all other amounts payable thereunder, shall
      become immediately due and payable without presentment, demand, protest or
      other
      notice of any kind, all of which are hereby expressly waived, anything contained
      herein or in the documents evidencing the same to the contrary
      notwithstanding.

    


    (b)
       Upon
      the
      occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
      unpaid principal balance of, and all other sums payable with regard to, this
      Note shall automatically and immediately become due and payable, in all cases
      without any action on the part of Payee.

    


    6.
       Waivers.
      Maker
      and all endorsers and guarantors of, and sureties for, this Note waive
      presentment for payment, demand, notice of dishonor, protest, and notice of
      protest with regard to the Note, all errors, defects and imperfections in any
      proceedings instituted by Payee under the terms of this Note, and all benefits
      that might accrue to Maker by virtue of any present or future laws exempting
      any
      property, real or personal, or any part of the proceeds arising from any sale
      of
      any such property, from attachment, levy or

    sale
      under execution, or providing for any stay of execution, exemption from civil
      process, or extension of time for payment; and Maker agrees that any real estate
      that may be levied upon pursuant to a judgment obtained by virtue hereof, on
      any
      writ of execution issued hereon, may be sold upon any such writ in whole or
      in
      part in any order desired by Payee.

    


    7.
       Unconditional
      Liability.
      Maker
      hereby waives all notices in connection with the delivery, acceptance,
      performance, default, or enforcement of the payment of this Note, and agrees
      that its liability shall be unconditional, without regard to the liability
      of
      any other party, and shall not be affected in any manner by any indulgence,
      extension of time, renewal, waiver or modification granted or consented to
      by
      Payee, and consents to any and all extensions of time, renewals, waivers, or
      modifications that may be granted by Payee with respect to the payment or other
      provisions of this Note, and agree that

    additional
      makers, endorsers, guarantors, or sureties may become parties hereto without
      notice to them or affecting their liability hereunder.

    


    8.
       Notices.
      Any
      notice called for hereunder shall be deemed properly given if (i) sent by
      certified mail, return receipt requested, (ii) personally delivered, (iii)
      dispatched by any form of private or governmental express mail or delivery
      service providing receipted delivery or (iv) sent by telefacsimile or (v) to
      the
      following addresses or to such other address as either party may designate
      by
      notice in accordance with this Section:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    If
      to
      Maker:

     

    Affinity
      International Corp.

    11601
      Wilshire Blvd., Suite 1500

    Los
      Angeles, CA 90025

    Attn.:
      Howard Cohl 

    Fax:
      (310) 479-1561

    


    If
      to
      Payee:

     

    American
      Consulting Corp.

    Attn:
      Peter Engel

    c/o
      Affinity International Corp.

    11601
      Wilshire Blvd., Suite 1500

    Los
      Angeles, CA 90025

    Fax:
      (310) 479-1561 

     

    Notice
      shall be deemed given on the earlier of (i) actual receipt by the receiving
      party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
      the date reflected on a signed delivery receipt, or (iv) two (2) Business Days
      following tender of delivery or dispatch by express mail or delivery
      service.

    


    9.
       Construction.
      THIS
      NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC, INTERNAL
      LAW, BUT NOT THE LAW OF CONFLICT OF LAWS, OF THE STATE OF
      CALIFORNIA.

    


    10.
       Severability.
      Any
      provision contained in this Note which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    IN
      WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
      Note to be duly executed by its President the day and year first above
      written.

    


    
      
        	 	 	 
	 	AFFINITY
                MEDIA INTERNATIONAL CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Howard
                Cohl 
	 	
                
Name:
                Howard Cohl 
	 	Title:
                President