Corporate
Governance






CODE
OF BUSINESS ETHICS







Mega
Media Group Inc. and its subsidiaries (individually and collectively “MMG”) are
uniquely positioned to make a lasting impact on the way business is conducted in
the entertainment industries. MMG can only be successful in doing so, however,
if our employees adhere to the highest standards of business conduct. Therefore,
our vision requires adherence to high ethical standards, in addition to basic
compliance with the law. Consequently, where permitted by law, as a condition of
employment at MMG, every employee must annually acknowledge in writing that he
or she has read MMG’s Code of Business Ethics (“COBE”). Where permitted by law,
failure to do so by the employee will result in his or her dismissal from
MMG.


The
purpose and scope of COBE





Among
MMG’s most fundamental operating principles are adherence to high ethical
standards and compliance with all laws and regulations applicable to our
business. The reputation of MMG, the quality of our work-place experience, and
the satisfaction of our obligations to shareholders depend on each employee
achieving these levels of conduct. The MMG Board of Directors has adopted this
COBE to inform all employees, including officers, of their legal and ethical
obligations to MMG. All employees, agents, consultants, contractors, and
representatives are required to comply with COBE. Adherence to COBE will help to
create and maintain an environment of trust and loyalty at MMG. It can also
prevent violations that could expose MMG, its employees, officers and directors
to civil liability and/or criminal prosecution and penalties.





COBE
lists or summarizes certain corporate policies whose purpose is to promote
ethical and legal behavior by employees and the Company. COBE is not intended to
catalogue every activity that may present questions regarding appropriate
conduct or list every policy that may address those questions. Its purpose is to
state basic principles and to provide guidance to employees in areas that carry
special emphasis. Employees are expected to adhere to all approved corporate
policies and procedures. Failure to do so can result in disciplinary action up
to and including termination. The following is a summary of those policies that
are due special emphasis.




Compliance
with law and regulations




A variety
of laws applies to MMG and its operations, and some carry criminal penalties.
These laws include, but are not limited to, federal and state laws relating to
MMG’s business, FCC rules SEC regulations, and its status as a public company.
Examples of criminal violations of the law include, among others:




* making false or misleading disclosures in documents filed with the Securities
and Exchange Commission (the “SEC”);




* trading on inside information;




* stealing, embezzling, or misapplying the Company’s funds;




* using threats, physical force, or other unauthorized means to collect
money;




* making a payment for an expressed purpose on the Company’s behalf to an
individual who intends to use it for a different purpose;




* “Payola”- making illegal payments to radio station programmers.




MMG must,
and will, report all suspected criminal violations to the appropriate
authorities for possible prosecution, and will investigate, address, and report,
as appropriate, non-criminal violations.




It is the
responsibility of each employee to comply with the laws, rules, and regulations
applicable to him or her personally and due to his or her status as an employee.
No employee may delegate that responsibility to another person or to
MMG.




Full,
fair, accurate and timely disclosures by the company to the public.




Employees
who are directly or indirectly involved in the preparation of the financial and
other disclosures that MMG makes to the public, including in its filings with
the SEC or by press release, must, in addition to complying with all applicable
laws, rules, and regulations, follow these guidelines:




* Act honestly, ethically, and with integrity;




* Comply with this COBE;




* Endeavor to ensure full, fair, timely, accurate, and understandable
disclosure;




* Managers and department heads should, through leadership and communication
make sure that employees understand MMG’s obligations to the public and under
the law with respect to its disclosures, including that results are never more
important than compliance with the law;




* Raise questions and concerns regarding MMG’s public disclosures when necessary
and ensure that such questions and concerns are appropriately
addressed;




* Provide directors, employees, consultants, and advisors involved in the
preparation of MMG’s disclosures to the public with information that is
accurate, complete, objective, relevant, timely, and
understandable;




* Act in good faith, responsibly, and with due care, competence, and diligence,
without misrepresenting material facts or allowing your independent judgment to
be subordinated by others;




* Proactively promote honest and ethical behavior among peers in your work
environment;




* Achieve proper and responsible use of and control over all MMG assets and
resources employed or entrusted to you;




* Record or participate in the recording of entries in MMG’s books and records
that are accurate to the best of your knowledge; and ? Comply with MMG’s
disclosure controls and procedures and internal control over financial
reporting.








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Accurate
books and records




MMG must
keep accurate and complete records of MMG transactions. Internal transactions
and transactions between MMG and outside individuals and organizations must be
promptly and accurately recorded (1) in accordance with generally accepted
accounting principles and practices, (2) in accordance with MMG’s accounting and
finance policies, and (3) in a manner that reasonably reflects the underlying
transactions and events. No one shall cause MMG to enter into a transaction that
is not approved and executed in accordance established policies and procedures
(e. g., securing management approval prior to entering into agreements or
obtaining goods or services without a purchase order and check request). All
reporting (e. g., expense reports and invoice transmittals) must be accurate,
honest, timely and a fair representation of the facts.




Antitrust




MMG’s
policy is to comply strictly with all applicable antitrust and competition laws.
MMG operates in a highly competitive environment. As a result, the antitrust
laws are an important fact of everyday business life. The antitrust laws are
complex and must be complied with strictly. Routine business decisions involving
prices, terms and conditions of sale, dealings with suppliers and customers, and
many other matters present potential problems under antitrust laws. It is
therefore essential that MMG employees be aware of the antitrust laws and guard
against their violation. MMG employees must not:






* Discuss pricing or pricing practices with a competitor,




* Agree with anyone not to deal with another company,




* Force a customer to buy one product in order to get another product, or ?
Attempt to control a customer’s resale price.




Business
use of equipment, data and software




As a
general rule, all equipment, systems, services, networks, and software belonging
to MMG are for business use only. However, MMG makes an exception for incidental
personal use (see below). MMG reserves the right to audit, access, and disclose
all information and data (including electronic mail messages), stored on or in
any MMG equipment or furniture, for any purpose. Any illegal or unauthorized use
of MMG equipment, systems, services, networks, or software by an employee at any
time may subject the employee to disciplinary action up to and including legal
action and/or termination of employment. Employees may not access MMG data
unless they are authorized and have a MMG business-related need to do so.
Unauthorized possession, modification, destruction, use, or disclosure of such
data is prohibited. Making, acquiring, or using unauthorized copies of any
computer software is not permitted.





For
purposes of this policy, “incidental personal use” includes, by way of example,
writing a personal letter, making a telephone call to a friend or family member,
sending a personal e-mail message, or accessing the web. Conversely, and by way
of example, it does not include using MMG equipment to operate a side
business.







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In any
event, the primary use of MMG equipment must be for MMG business purposes, and
any incidental personal use must be legal, ethical, and appropriate and must not
interfere with the conscientious performance of an employee’s MMG
duties.




Confidential
information




Employees
must respect and protect the complete confidentiality of MMG’s business
information. Confidential business information is information:





* To which employees may have access in the course of their work;




* That is generally unavailable to the public; and ? That relates to MMG, its
customers, business partners, competitors, or others.






Employees
may not use confidential business information to advance their personal interest
through investment activities or in any other way. This prohibition extends to
the disclosure of such information to outsiders or to other employees whose
duties do not require them to have the information. It also extends to the
unauthorized disclosure of such information to press representatives or
financial and trade analysts, or disclosure to anyone who may stand to profit by
such information.




Conflicts
of interest




Employees
have a duty to avoid financial, business, or other relationships that might be
opposed to the interests of MMG or that might interfere with the proper
performance of their duties, responsibilities, or loyalty to MMG. The term
“conflict of interest” describes any circumstance that could cast doubt on an
employee’s ability to act in a manner consistent with MMG’s best interests.
Employees must conduct themselves in a manner that avoids even the appearance of
conflict between their personal interests and those of MMG.




An
employee’s best course of action is to review specific situations with MMG’s
management. If there is any doubt as to whether there may be an actual or
perceived conflict of interest, the employee and management should consult with
MMG’s Chief Operating Officer, David Kokakis, 646-839-5500 (for all matters),
outside counsel, Andrew  G. Tavel, Esq. at Greenberg Traurig, LLP,
212-801-9334 (for any entertainment industry-related matters) or Michael
Koblenz, Esq. at Mound, Cotton, et al., 212-804-4200 (for any corporate, ethics,
employment or other matters).




Conflicts
of interest arise in many ways and it is not possible to list all of them. The
following is a non-exhaustive list of examples of situations that must be
avoided by employees and their immediate family members or cleared in advance in
writing by MMG’s C. E. O. or C. F. O.:




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* Acting as a director, officer, employee, or agent of a MMG competitor,
customer, or supplier.




* Acting as a director, officer, or agent of a charitable organization that
receives material contributions from MMG.




* Accepting gifts or favors from MMG competitors, customers, or
suppliers.




* Owning or acquiring any interest with a value that is significant to the
employee in a company that is a MMG competitor or supplier.




* Investing in an entity in which MMG has (or is considering obtaining) a
financial interest.




* Engaging in a personal business opportunity that is related to MMG’s current
or reasonably anticipated business (for example, signing an artist to a deal
with your




personal management or production company).




* Purchasing materials or services on behalf of MMG from a supplier in which the
employee or the employee’s family member has a material financial
interest.




* Representing MMG in any transaction in which the employee has a personal
financial interest.




* Disclosing or using an employee’s knowledge or information about MMG for the
personal profit or advantage of the employee or anyone else.




* Engaging in an outside business activity during regular business
hours.




An
employee may not use a friend, family member, or other entity for purposes of
circumventing this conflict of interest policy. Employees have an ongoing duty
to disclose situations that may constitute the appearance of or an actual
conflict of interest.




Drug-free
workplace




MMG’s
policy is to maintain a drug-free workplace. Accordingly, employees may not
unlawfully manufacture, distribute, possess, use, or be under the influence of
prohibited substances at any time on MMG premises, while on MMG business, or
while driving vehicles owned, rented, or leased by MMG. This policy applies to
MMG employees, contractors, and temporary employees working on MMG premises. MMG
will impose penalties on any such employee, contractor, or temporary employee,
including disciplinary action up to and including termination. Any employee
convicted of a drug violation occurring in the workplace must notify MMG’s
management within five days of the conviction.




Equal
employment opportunity




MMG is an
equal opportunity employer. It takes continual positive actions to provide equal
opportunity in all business activities without regard to an individual’s race,
color, religion, sex, age, marital status, disability, national origin, veteran
status, sexual orientation, or any other factor protected by law. Further, it is
the policy of MMG to make reasonable accommodation for the employment of
disabled persons.






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The
principles of Equal Employment Opportunity (EEO) are to be observed in all MMG
actions including, but not limited to, employment, transfers, promotions,
compensation, and related matters.





Alleged
illegal discrimination complaints are reviewed by the appropriate MMG staff
member as soon as they are reported. MMG management is required to promptly
address any incident of alleged illegal discrimination reported to them by an
employee. Reports and investigations of discrimination concerns are treated
confidentially. MMG does not engage in or tolerate retaliation by its employees
against those who bring allegations of discrimination to the attention of any
member of MMG management.




Employee
conduct and standards




MMG
strives to provide a working environment where employees are fairly treated,
feel safe, and can work without unnecessary distraction from other employees or
from the outside. MMG expects employees to conduct themselves in accordance with
high standards of business conduct. Employees who do not comply with the
expected standards of conduct may be subject to disciplinary action, which may,
based on the nature of the conduct, include immediate termination of employment
with or without prior notice.




Engaging
in any behavior that is unethical, dishonest, reckless, damaging, or disruptive
to the conduct of business, or any other unacceptable act, as determined by
MMG’s management, is prohibited.




Employee
expectations of privacy




MMG
respects the personal privacy of its employees. This extends to personal
messages and personal items in the work place. However, MMG reserves the right
to inspect work spaces and to audit, access, and disclose all information and
data (including electronic mail messages), stored on or in any MMG equipment or
furniture, for any purpose.




Gifts
and entertainment




Giving
Gifts — Government Employees & Officials




Laws and
regulations concerning business transactions with many national, state,
provincial and municipal governments and agencies, either prohibit government
employees or officials from accepting gifts, gratuities or entertainment or
otherwise limit such acceptance of gifts, gratuities or
entertainment.









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MMG
prohibits giving any government or agency employee or official a gift, gratuity,
or entertainment unless it is first established that it is permitted by
applicable law. If you need advice, or if you have reason to believe that giving
a gift or entertainment to a government official or employee may violate a law
or regulation, discuss the matter with MMG’s management.




Receiving
Gifts — Employees




By
receiving gifts or entertainment, an employee may create the impression that he
or she favors an advertiser, client, agent, supplier, consultant or business
partner for reasons of personal advantage rather than because of price, quality,
or service.




An
employee who is directly involved in acquiring products or services from an
outside vendor must use special care to avoid the existence-or even the
appearance-of impropriety.




MMG does
not prohibit the receipt of gifts and entertainment. Employees are expected to
use good judgment and to accept gifts or entertainment only if all of the
following apply:




* The gift or entertainment is of limited value (US $250 or less from a single
supplier in a calendar year) and in a form that it will not be construed as a
bribe or payoff;






* Giving and accepting the gift or entertainment is consistent with accepted
ethical customs and practices; and ? Disclosure of the gift or entertainment to
fellow employees would not embarrass the recipient employee or MMG.




Questions
regarding the appropriateness of accepting a gift or offer of entertainment
should be addressed to MMG’s management. Exceptions of this policy require the
prior written consent of MMG’s management.




Harassment




MMG
strives to provide a work environment free from harassment in all forms
including sexual harassment and discrimination based on race, religion, national
origin, age, gender, sex, sexual orientation, or disability. “Harassment”, in
general, is unwelcome or unwanted, offensive behavior expressed by an employee
toward another, which may include such conduct as slurs, jokes, intimidation or
any other verbal or physical attack upon a person based on race, religion, age,
gender, disability, national origin, sex, sexual orientation, the performance of
sexual favors as a condition of an employee’s employment status, or conduct that
creates an intimidating, hostile, or offensive working environment. “Sexual
harassment” is unwanted sexual advances, or visual, verbal, or physical conduct
of a sexual nature. It includes all forms of offensive behavior, including
gender-based harassment of a person of the same sex as the harasser. Sexual
harassment is not to be tolerated in the workplace or in other work-related
settings such as business trips and business-related social events.




Any
employee found to have harassed or otherwise discriminated against another
employee or individual with a business relationship with MMG is subject to
disciplinary action up to and including termination of employment. Retaliation
against an employee who reports alleged harassment or discrimination because of
a prohibited reason will not be tolerated.






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Insider
trading




It is
MMG’s policy to comply with all laws, rules, and regulations governing trading
in company securities by insiders. Employees may not buy or sell MMG securities
on the basis of material, non-public information (“inside information”) nor may
employees possessing inside information disclose (“tip”) such information to any
other person (including friends and family members) where such information may
be used by such person to his or her profit by trading securities. The law
forbids employees-and anyone who obtains information from an employee-from
buying or selling securities on the basis of inside information, no matter how
small the transaction. Violation of insider trading provisions can result in
criminal penalties, including liability for damages, large fines, and
imprisonment.




International
business




Employees
who conduct business outside the United States must comply with the specific
laws and regulations of the host country. Any questions concerning specific
appropriate international conduct should be directed to MMG’s
management.




Employees
must comply with U. S. anti-boycott laws that prohibit U. S. citizens and
companies from supporting in any way one foreign country’s boycott of another
foreign country. In some cases, the mere receipt of a request to participate in
a boycott must be reported to the U. S. government. Failure to report may
constitute a legal violation, even if the MMG employee has refused to
participate in the boycott.




Internet,
e-mail, voicemail, and other messaging systems




MMG
regards Internet access as well as e-mail, voicemail, and other messaging
systems provided by MMG as significant firm resources, and encourages, full,
productive use of these systems. The Internet, e-mail, voicemail and other
messaging systems and other messaging systems should be used primarily for
business purposes. Reasonable personal use is permitted. In all cases, the
content of messages and the accessing of Web sites must conform to MMG’s
business principles and policies and should be prudent and professional. Under
no circumstances should you initiate or forward a message that contains a
discourteous, offensive, crude, or sexual material. Confidentiality should
always be borne in mind: these systems cannot be considered private, and your
message (whether through misdirection, response to legal process or otherwise)
may read or heard by someone other than the intended recipient inside or outside
of MMG. MMG reserves the right to monitor use of the Internet and messaging
systems, to review all communications and to disclose such information to
others. If you have questions about the proper use of the Internet or about the
proper content of e-mail or voicemail messages, or have received or noticed an
inappropriate message you should consult MMG’s management.






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Political
contributions




MMG’s
policy is to comply strictly with laws, rules, and regulations governing
political activities, including political contributions. MMG encourages
participation in the political process by its employees. However, the U. S.
government, some states, and some other countries have enacted laws regulating
political activity, including campaign contributions, in order to limit the
political influence of certain types of contributors. For more information and
specific guidelines relating to political contributions, please consult with
MMG’s management prior to making any significant political
contributions.




Privacy
and communications




Compliance
with MMG policies regarding online privacy and propriety in communications is
mandatory. MMG’s guidelines for web pages require providing users with notice of
information practices, choices in how information can be used, opportunity to
access, update or correct contact information, protection of personally
identifiable information, and means for allowing visitors to contact the
administrator. Any MMG web site that collects user data must follow these
privacy guidelines.




Release
of business or financial information




MMG is
committed to making accurate and timely public disclosure of all business and
financial information required by law, regulation, or sound business policy,
without advantage to any particular analyst or investor, consistent with the
requirements of the Fair Disclosure Regulation (“Regulation FD”) of the SEC.
MMG’s policy is to balance its interests in maintaining an open dialogue with
stockholders, potential investors, and the market against its need for
confidentiality about key business and operating strategies. MMG will continue
to provide stockholders and the market with access to key information reasonably
required to make an informed decision on whether to invest in MMG stock, in a
manner consistent with the requirements of Regulation FD and other applicable
rules and regulations.




No
employee is authorized to communicate business or financial information about
MMG that is non-public, material information.




Service
on third-party boards of directors




It is
recognized that, from time to time, some MMG employees will be asked to serve as
members of boards of directors of companies that are not affiliated with MMG.
Generally, MMG’s policy on Conflicts of Interest emphasizes the right of
employees to carry on such outside business or other activities as they may deem
proper, provided that the activities are legal, do not interfere with
performance of MMG duties, do not involve use or misuse of MMG influence or
resources, and do not discredit MMG’s name. Additionally, MMG recognizes that
there may be good business and personal reasons for its employees to have the
opportunity to sit on third party boards of directors.




As a
general rule, service by MMG employees on outside boards is, therefore,
permissible. Any employee desiring to serve on a third-party board of directors
must first receive written approval from MMG’s management.






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Software
licensing and registration




MMG’s
policy is to honor all software copyrights and restrictions for software used on
MMG computers. Most computer software is protected by copyright laws and
contractual restrictions that safeguard the software manufacturer’s investment
in creating new software. When MMG or an employee purchases a copy of a software
package, the copyright owner, and not the purchaser of the software, retains the
right to control the number of copies made of the software. The purchaser’s
limited rights to use the software are set out in a license agreement that comes
with the software. The precise terms of such licenses vary among software
programs, but certain key restrictions are common to most licenses.




Each
employee must ensure that no use of third-party software at MMG infringes the
copyright of any party or violates any license.




Waiver
of certain provisions of this COBE




Waivers
of certain provisions of this COBE with respect to an executive officer must be
approved by the Board in accordance with applicable rules and standards. In some
circumstances, MMG must publicly disclose a waiver and/or amendment of the
COBE.




Interpretation,
investigation, and disciplinary action under COBE




The
ethics principles and standards in COBE are necessarily general in nature. From
time to time, questions will arise as to whether a particular course of conduct
violates COBE or any MMG policy. Employees are encouraged to discuss these
questions openly with MMG’s management. MMG’s C. O. O. and outside counsel are
available to help employees evaluate a particular course of conduct or
understand a particular law, regulation, or policy.




The
preferred approach for reporting COBE violations is for an employee to talk to
his or her direct manager. If the issue is not resolved within the management
chain, the employee may report the violation to a member of MMG’s management. If
an employee does not feel comfortable discussing the matter on a local level or
requires additional guidance, he or she should contact MMG’s outside counsel.
Contact information for these individuals is as follows: Andrew  G. Tavel,
Esq. at Greenberg Traurig, LLP, 212-801-9334 (for any entertainment
industry-related matters) or Michael Koblenz, Esq. at Mound, Cotton, et al.,
212-804-4200 (for any corporate, ethics, employment or other
matters).




Reporting
known or suspected violations is a sensitive issue. However, employees must
recognize that COBE violations damage MMG by creating an unnecessary risk of
criminal prosecution or of civil liability and by tarnishing MMG’s good
reputation. This can have a profoundly adverse effect on the livelihood of all
employees. Therefore, employees should report all questionable conduct or
violations of COBE. Under no circumstances will any employee be subject to
disciplinary or retaliatory action solely as a result of making a good faith
report of a violation or potential violation. To the extent possible, MMG will
preserve the confidentiality of communications regarding possible
violations.






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Whistleblower
policy




General
Statement of Purpose




MMG is
committed to fostering a workplace conducive to open communication regarding
MMG’s business practices and to protecting employees from unlawful retaliation
and discrimination for their having properly disclosed or reported illegal or
unethical conduct. In an effort to further this commitment, this policy: (i)
establishes guidance for the receipt, retention, and treatment of verbal or
written reports received by MMG regarding accounting, internal controls,
auditing matters, disclosure, fraud and unethical business practices, whether
submitted by MMG employees or third parties («Reports»); (ii) establishes
guidance for providing MMG employees a means to make Reports in a confidential
and anonymous manner; and (iii) makes clear the MMG’s intention to discipline,
up to and including termination of employment, any person determined to have
engaged in retaliatory behavior.




Receipt




This
policy and information regarding problem resolution resources shall be provided
to MMG’s employees and made generally available through MMG’s website. MMG has
designated MMG’s C. O. O., either of MMG’s outside counsel as noted herein, or
the Chairman of the Audit Committee of the Board of Directors to be the
recipients of all the Reports filed under this policy, and has designated MMG’s
C. O. O. to coordinate any necessary action.




Retention




Reports
filed under this policy will be controlled and documented by MMG’s C. O. O., who
shall maintain all related documentation for six years. All related
documentation shall be maintained in secured files to which only the C. O. O.,
the Audit Committee members, and outside counsel shall have full
access.




Treatment
of Reports




All
Reports will be taken seriously and addressed promptly, discreetly and
professionally. Reports may be submitted anonymously or the person submitting
the Report may request to remain anonymous. Should a person desire to remain
anonymous, that desire will be respected. Discussions and documentation
regarding reports will be kept in strict confidence to the extent appropriate or
permitted by policy or law.




Should
the person submitting the Report identify himself or herself, the recipient of
the Report will communicate to the employee the steps to be taken to address the
Report and the results of any MMG actions initiated. This confidential report
process may be used either to submit a new Report, or to address an employee’s
previous Report, which such employee does not feel was adequately
resolved.




Retaliation




Retaliation
against any employee that files a Report or voices a concern under this policy
is strictly prohibited. Employees determined to have engaged in retaliatory
behavior or who fail to maintain an employee’s anonymity if requested may be
subject to discipline, which could include termination of employment. Any
employee who feels that he or she has been subjected to any behavior that
violates this policy should immediately report such behavior to MMG’s
management, outside counsel or the Chairman of the Audit Committee. Please note
however, that employees who knowingly file misleading or false reports, or
without a reasonable belief as to truth or accuracy, will not be protected by
this policy and may be subject to discipline, including termination of
employment.




Audit
Committee Review of Reports




A summary
of reports received under this policy will be communicated to the Audit
Committee on a quarterly basis (or a more frequent basis should conditions
warrant more timely action).




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