ntmedia_10q-ex1001.htm


    
      
        

      

    

    EXHIBIT
10.1

     

    PROMISSORY
NOTE

    


    
      	
              $50,000

            	
               February 4,
      2010

              Beverly Hills,
CA

            


    

     

     

    For value
received, NT Media Corp. of
California, Inc. (collectively, the Company), promises to pay Zebra Equities (the “Holder”)
the sum of Fifty Thousand
Dollars ($50,000) plus interest accruing from the date of this Note on
the unpaid principal amount at a rate equal to twelve percent (12%) per annum,
which shall be payable on the Due Date of this Note.  This Note is
subject to the following terms and conditions.

     

    1.   Amounts
Owed.   The Holder has
advanced Fifty Thousand Dollars
($50,000) to the Company on or before February 4,
2010.  The Company hereby acknowledges receipt of the foregoing
advance of funds by the Holder under this Note.  The parties
acknowledge that the foregoing amounts have been previously
advanced.

     

    2.   Maturity.   Principal and
any accrued but unpaid interest under this Note shall be due and payable in a
single installment on or before February 4, 2011 (the “Due
Date”).

     

    3.   Payment.   All payments
shall be made in lawful money of the United States of America in such place as
the Holder hereof may from time to time designate in writing to the
Company.  Payments shall be credited first to the accrued interest due
and payable and the remainder applied to principal.  Prepayment of
this Note may be made at any time without penalty.

     

    4.   Transfer,
Successors and Assigns.   The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.  Notwithstanding the
foregoing, the Company and the Holder may not assign, pledge or otherwise
transfer this Note and/or their rights or obligations thereunder without the
prior written consent of the other party.  Upon written consent of the
other party, this Note may be transferred only upon surrender of the original
Note for registration of the transfer, duly endorsed, or accompanied by a duly
executed written Instrument of transfer in form satisfactory to the
Holder.  Thereupon, a new note of the same principal amount and
interest will be issued to, and registered in the name of the
transferee.  Interest and principal are payable only to the registered
holder of this Note.

     

    5.   Governing
Law.   This Note and
all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of California, without giving effect to the principles of
conflicts of law.

     

    6.   Notices.   Any
notice required or permitted by this Note shall be in writing and shall be
deemed sufficient upon delivery, when delivered personally or by a nationally
recognized delivery service (such as Federal Express or UPS), or forty-eight
(48) hours after being deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, addressed to the party to be notified at such
party’s address as set forth below or subsequently modified by written
notice.

     

    7.   Amendments and Waivers.   Any
term of this Note may be amended only with the written consent of the Company
and Holder.  Any amendment or waiver affected in accordance with this
Section 7 shall
be binding upon the Company, the Holder and each transferee of the Note
if permitted.

      


    
      	 	      
              COMPANY:

               

              NT
      Media Corp. of California, Inc.

               
      

              By:________________________________

              Its:_________________________________

            
	 	 
	      
              AGREED
      TO AND ACCEPTED:

               
      


              HOLDER:  Zebra
      Equities

               
      


              By:_______________________________