exv10w23



 







EXHIBIT 10.23




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.



			
	US$                    
	 	April ___, 2006





NGTV


10% SENIOR SECURED PROMISSORY NOTE


Due April ___, 2007



     FOR VALUE RECEIVED, the adequacy of which is hereby acknowledged, NGTV, a company organized
under the laws of the State of California (the “Company”), hereby promises unconditionally
to pay to                    , a                     organized under the laws of the state of Delaware, and having an office at
                     (including any successor or permitted transferee hereunder, the “Holder”)
in lawful money of the United States of America (“Dollars” or “US$”) and in
immediately available funds, the principal sum of                     (US$                    ) on the Maturity Date, as
hereinafter defined, and to pay interest on such principal amount of this Senior Secured Promissory
Note (the “Note”). Capitalized terms used but not otherwise defined herein have the
respective meanings given to such terms in Section 11 hereof.



     1. Principal. Unless earlier repaid in full, the entire unpaid principal amount of
this Note shall be paid on the Maturity Date. Promptly following the payment in full of this Note,
the Holder shall surrender this Note to the Company for cancellation.



     2. Prepayment. The Company shall have the right prior to the Maturity Date to repay
all of the principal amount of this Note and accrued but unpaid interest thereon and all other sums
due hereunder without premium or penalty.



     3. Allocation. Except as otherwise provided herein, all payments made hereunder
(whether in prepayment or otherwise) shall be applied first against any sums incurred by the Holder
for the payment of any expenses in enforcing the terms of this Note, then against any interest then
due hereunder and finally against principal.



     4. Interest. Interest on the Note shall accrue at a rate of ten percent (10%) per
annum from the date of this Note. Interest shall be payable monthly on the first day of each month
commencing on the first day of the month following the month in which this Note is effective.
Interest shall be computed on the basis of a 360-day year applied to actual days elapsed. Unless
this Note is accelerated in accordance with the provisions hereof, all accrued and unpaid interest



 









 







on this Note shall be due and payable on the Maturity Date. Notwithstanding the foregoing,
from and after the occurrence of an Event of Default (as defined below), interest on the Note shall
accrue at a rate of eighteen percent (18%) per annum, except with respect to an Event of Default
pursuant to Section 9(d) herein. Once any such Event of Default is cured by the Company, interest
on the Note shall revert back to ten percent (10%) per annum. The rate of interest payable under
the Note from time to time shall in no event exceed the maximum rate, if any, permissible under
applicable law.



     5. Payments. All payments to be made by the Company in respect of this Note shall be
made in U.S. Dollars by wire transfer to an account designated by the Holder by written notice to
the Company. If the due date of any payment in respect of this Note would otherwise fall on a day
that is not a Business Day, such due date shall be extended to the next succeeding Business Day.
All amounts payable under this Note shall be paid free and clear of, and without reduction by
reason of, any deduction, setoff, or counterclaim.



     6. Issuance of Warrant. Contemporaneously with the execution and delivery of this
Note, the Company shall issue to the Holder a warrant to purchase Company common stock in the form
attached hereto (the “Warrant”).



     7. Representations and Warranties and Covenants of the Company.



          (a) Representations and Warranties of the Company. As a material inducement of the
Holder to purchase this Note, the Company hereby represents and to the Holder as follows:





          (i) Organization and Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of California, has full
power to carry on its respective business as and where such business is now being conducted
and to own, lease and operate the properties and assets now owned or operated by it and is
duly qualified to do business and is in good standing in each jurisdiction where the conduct
of its business or the ownership of its properties requires such qualification.




          (ii) Authority. The execution, delivery and performance of this Note by the
Company, the issuance of the Warrant and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of the Company.




          (iii) No Conflict. The execution, delivery and performance of this Note and
the issuance of the Warrant and the consummation of the transactions contemplated hereby do
not (A) violate or conflict with the Company’s Articles of Incorporation or By-laws, (B)
conflict with or result (with the lapse of time or giving of notice or both) in a material
breach or default under any material agreement or instrument to which the Company is a party
or by which the Company is otherwise bound, (C) violate any order, judgment, law, statute,
rule or regulation applicable to the Company, except where such violation, conflict or
breach would not have a material adverse effect on the Company or (D) trigger any change of
control clause in any employment agreement, common stock equivalent or other agreement.
This Note when executed by the Company will be a legal, valid and binding obligation of the
Company enforceable in accordance with its terms



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(except as may be limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws and equitable principles relating to or limiting creditors’ rights generally).




          (iv) Litigation and Other Proceedings. There are no actions, suits,
proceedings or investigations pending or, to the knowledge of the Company, threatened
against the Company at law or in equity before or by any court or Federal, state, municipal
or their governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign which could materially adversely affect the Company. The Company is not
subject to any continuing order, writ, injunction or decree of any court or agency against
it which would have a material adverse effect on the Company.




          (v) SEC Documents. The Company has made available to the Holder each report,
registration statement, and other filing (including exhibits, supplements and schedules
thereto) filed with the Securities and Exchange Commission by the Company since December 31,
2005 (collectively, the “Company SEC Documents”). As of their respective filing
dates, to the best of the Company’s knowledge solely with respect to information provided to
the Company by the selling securityholders listed in the Company SEC Documents, the Company
SEC Documents complied in all material respects with the requirements of the Securities Act,
and, to the best of the Company’s knowledge solely with respect to information provided to
the Company by the selling securityholders listed in the Company SEC Documents, none of the
Company SEC Documents contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances in which they were made, not misleading, except to
the extent corrected by a subsequently filed Company SEC Document. Since the most recent
filing of a Company SEC Document, there has been no circumstance, change in or effect on the
Company that, individually or in the aggregate with any other circumstance, changes in or
effects on the Company, is, or would reasonably be expected to be materially adverse to the
assets, business, operation, condition (financial or otherwise) or results of operations of
the Company.




          (vi) Other Debt. The Company has no other secured debt and no debt senior to
the debt represented by this Note.



          (b) Affirmative Covenants of the Company. Until all principal and interest and any
other amounts due and payable under this Note have been paid in full, the Company shall:





          (i) provide prompt written notice to the Holder of: (i) the occurrence of any Event of
Default, or any event which with the giving of notice or lapse of time, or both, would
constitute an Event of Default, hereunder, (ii) any loss or damage to any Collateral (as
hereinafter defined) in excess of $50,000, and (iii) any issuance of additional debt
(subject to the limitations contained herein) which may be pari passu with the indebtedness
evidenced by this Note;




          (ii) do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits, privileges



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and franchises material to the conduct of its business and the ownership of the
Collateral; and




          (iii) maintain, with financially sound and reputable insurance companies, customary
insurance for its insurable properties, including without limitation, the Collateral, all to
such extent and against such risks, including fire, casualty, fidelity, business
interruption and other risks insured against by extended coverage, as is customary with
companies in the same or similar businesses operating in the same or similar locations.



          (c) Negative Covenants of the Company. Until all principal and interest and any other
amounts due and payable under this Note have been paid in full in cash, the Company shall not:





          (i) create, incur, assume or permit to exist any indebtedness or guarantee, directly or
indirectly, except:



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               (A) indebtedness with respect to equipment leases or trade accounts of the
Company arising in the ordinary course of business;




               (B) indebtedness incurred in the ordinary course arising out of any lease
agreement for the premises of the Company;




               (C) indebtedness incurred in the ordinary course of the Company for
professional fees and expenses and for employee-related obligations or commitments,
including, but not limited to, obligations for the payment of salaries, accrued
vacation days, severance, prior notice periods, managers’ insurance, pension funds
and other approved employee benefits;




               (D) indebtedness for taxes (including municipality rates), assessments, levies
to statutory bodies and government agencies, or similar charges, in all cases
provided that such obligations were incurred in the ordinary course of business that
are not yet due and payable;




               (E) indebtedness, not greater than $10,273,095 in the aggregate, plus
applicable interest, under (A) those certain promissory notes made by the Company
and payable to the holders thereof dated October 28, 2005 (collectively, the
“First Bridge Notes”) in the principal amount of $1,200,000 and (B) those
certain convertible promissory notes made by the Company and payable to the holders
thereof dated on various dates between October 12, 2005 through January 17, 2006
(collectively, the “Second Bridge Notes”) in the principal amount of
9,073,095;




               (F) up to $3,500,000 of additional indebtedness which may be pari passu with
the indebtedness created under this Note;




               (G) indebtedness under this Note; and




               (H) indebtedness subordinate to this Note, except as otherwise contemplated
herein.




          (ii) create, incur, assume or suffer to exist any mortgage, pledge, security interest,
assignment, lien (statutory or other), claim, encumbrance, license or sublicense or security
interest (collectively, a “Lien”) in or upon any of its assets, except:



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               (A) Liens for taxes, assessments or similar charges incurred in the ordinary
course of business that are not yet due and payable,




               (B) Liens created pursuant to this Note, and




               (C) Liens created pursuant to the sale of up to an additional $3,500,000 of
indebtedness which may be pari passu with the indebtedness created under this Note.




          (iii) declare any cash dividends on any shares of any class of its capital stock, or
apply any of its property or assets to the purchase, redemption or other retirement of, or
set apart any sum for the payment of any cash dividends on, or for the purchase, redemption
or other retirement of, or make any other distribution by reduction of capital or otherwise
in respect of, any shares of any class of its capital stock;




          (iv) sell, transfer, lease or otherwise dispose (including pursuant to a merger) of any
asset with a value greater than $50,000, except sales, transfers, leases and other
dispositions of inventory, used, obsolete or surplus equipment or other property and
investments in each case in the ordinary course of business; or




          (v) make any individual capital expenditure (other than with respect to normal
maintenance and replacement programs in the ordinary course of business) exceeding $150,000
while the obligations under this Note are outstanding.



     8. Transferability. This Note may be transferred by the Holder to any person or
entity provided that such transfer complies with all applicable securities laws. Such transfer may
be made without any restriction other than compliance with all applicable securities laws.



     9. Events of Default. The term “Event of Default” as used herein means any
one of the following events (whatever the reasons of such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



          (a) Payments. Any failure by the Company to pay in full the principal or any
installment of interest due under the Note on the date the same becomes due and payable;




          (b) Breach of Representation and Warranty or Covenant under this Note. Any material
breach of any of the Company’s representations and warranties hereunder, or any failure by the
Company to observe any covenant or agreement on its part contained in this Note for, to the extent
curable, a period of more than ten (10) Business Days after notice thereof in writing from the
Holder (other than a failure to make payments hereunder, which shall not be subject to any grace
period);




          (c) Breach of Representation and Warranty or Covenant under the Warrant or other
transaction document. The material breach of any provision of, or the failure of performance
of any of the terms, conditions or covenants under, the Warrant, or any other


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document executed and/or delivered in connection with this Note or the Warrant or otherwise
furnished to Payee in connection with the debt evidenced by this Note;




          (d) Default under First Bridge Notes or Second Bridge Notes. Any occurrence of an
“Event of Default” (as such term is defined in the First Bridge Notes or the Second Bridge Notes)
under any of the First Bridge Notes or the Second Bridge Notes, unless subsequently “cured” by the
Company; or




          (e) Insolvency. (i) The failure by the Company generally to pay its debts as they
become due (other than unsecured trade accounts payable paid in the ordinary course of business);





          (i) The entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect of the
Company under applicable bankruptcy law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or affecting a substantial part of
the property of the Company, or ordering the winding up or liquidation of the affairs of the
Company, and the continuance of any such decree or order unstayed and in effect for a period
of sixty (60) consecutive days; or




          (ii) The institution by the Company of proceedings to be adjudged as bankrupt or
insolvent, or the consent by the Company to the institution of bankruptcy or insolvency
proceedings against it, or the filing by the Company of a petition or answer or consent
seeking reorganization or relief under applicable bankruptcy law, or the consent by the
Company to the filing of such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or affecting a
substantial part of the property of the Company, or the making by the Company of an
assignment for the benefit of creditors, or the admission by the Company of inability to pay
its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of such action.



     10. Acceleration of Note. If an Event of Default occurs and is continuing, then and
in every such case the Holder may declare the Aggregate Note Amount to be due and payable
immediately, by a notice in writing to the Company, and upon any such declaration such Aggregate
Note Amount shall become immediately due and payable. Notwithstanding the foregoing, if an Event
of Default referenced in paragraphs (e)(ii) or (e)(iii) of Section 9 occurs, the Aggregate
Note Amount shall automatically become due and payable immediately without any declaration or other
action on the part of the Holder, all of which are hereby expressly waived by the Company.
Notwithstanding the foregoing, if an Event of Default referenced in paragraph (d) of Section
9 occurs, the Aggregate Note Amount shall not become due and payable until any holder of the
First Bridge Note or Second Bridge Note, as the case may be, commences a legal action in a court of
competent jurisdiction with respect to payment of the First Bridge Note or Second Bridge Note, as
the case may be. At any time after the Aggregate Note Amount shall become immediately due and
payable as a result of an acceleration thereof, and before a decree or judgment for payment of the
money due has been obtained, the Holder may, by written notice to the Company, rescind and annul
such acceleration and its consequences. Further, the



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Company agrees to pay all fees, costs and expenses, including reasonable attorneys’ fees and
legal expenses, incurred by the Holder in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or otherwise.



     11. Definitions. The following terms shall have the meanings set forth below:



     “Aggregate Note Amount” means, at any time, the aggregate unpaid principal amount
outstanding under this Note at such time, together with all accrued but unpaid interest then
outstanding.



     “Business Day” means a day other than Saturday, Sunday, or any day on which the banks
located in the State of New York are authorized or obligated to close.



     “Maturity Date” means the earlier to occur of: (i) the completion of the Company’s
initial public offering; or (ii) April ___, 2007, if this Note has not been earlier repaid or
satisfied in full.



     “Person” means any person or entity of any nature whatsoever, specifically including
an individual, a firm, a company, a corporation, a partnership, a limited liability company, a
trust or other entity.



     12. Delay or Omission Not A Waiver. No delay or omission of the Holder in exercising
any right, power or privilege hereunder shall impair such right, power or privilege or be a waiver
of any default or an acquiescence therein; and no single or partial exercise of any such right or
power shall preclude other or further exercise thereof, or the exercise of any other right; and no
waiver shall be valid unless in writing signed by Holder, and then only to the extent specifically
set forth in such writing. All rights and remedies hereunder or by law afforded shall be
cumulative and shall be available to Holder until the principal amount of and all interest on this
Note have been paid in full.



     13. Binding Effect. All terms and conditions of this Note and all covenants of the
Company in this Note shall be binding upon the Company and its successors and permitted assigns.
This Note shall inure to the benefit of the Holder and its successors and assigns, and any
subsequent holder of this Note.



     14. Delegation. The Company may not delegate any of its obligations hereunder without
the prior written consent of the Holder.



     15. Waiver of Demand. The Company waives demand, presentment for payment, notice of
dishonor, protest, notice of protest, and notice of non-payment of this Note.



          (a) Notices. Any notice, demand, offer, request or other communication required or
permitted to be given pursuant to the terms of this Note shall be in writing and shall be deemed
effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one
business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv)
one business day after being deposited with an overnight courier service, or (v) four days after
being deposited in the U.S. mail, First Class with postage prepaid, and addressed to the recipient
at the address set forth below unless another address is provided to the other party in writing:








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if to Company, to:



NGTV

9944 Santa Monica Blvd.

Beverly Hills, CA 90212

Attn: Jay Vir,

Co-President

Fax: (310) 556-9024



with a copy to:



Richardson & Patel LLP

10900 Wilshire Boulevard

Suite 500

Los Angeles, CA 90024

Attn: Addison Adams

Fax: (310) 208-1154



if to Lender, to:



with a copy to:




     16. Amendments, Waivers or Termination. Neither this Note nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge or termination is sought.



     17. Defenses. The obligations of the Company under this Note shall not be subject to
reduction, limitation, impairment, termination, defense, set-off, counterclaim or recoupment for
any reason.



     18. Attorneys’ and Collection Fees. Should the indebtedness evidenced by this Note or
any part hereof be collected at law or in equity or in bankruptcy, receivership or other court
proceedings, the Company agrees to pay, in addition to the principal and interest due and payable
hereon, all costs of collection, including reasonable attorneys’ fees and expenses, incurred by the
Holder or its agent in collecting or enforcing this Note.



     19. Governing Law. The validity of this Note, the construction of its terms, and the
rights of the Company and Holder shall be determined in accordance with the laws of the State of
New York, excluding any principles of conflicts of laws that would refer the choice of law to
another jurisdiction.



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     20. Consent to Jurisdiction. Each party hereto hereby irrevocably and unconditionally
submits to the jurisdiction of any federal or state court sitting in the County of New York in the
State of New York and irrevocably agrees that all actions or proceedings arising out of or relating
to this Note shall be litigated exclusively in such court. Each party hereto agrees not to
commence any legal proceeding related hereto or thereto except in such courts. Each party hereto
irrevocably waives any objection which it may now or hereafter have to the laying of the venue of
any such proceeding in any such court and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or proceeding brought in
any such court has been brought in an inconvenient forum. Each party hereto consents to process
being served in any such action or proceeding by mailing a copy thereof by registered or certified
mail.



     21. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OF THE OTHER PARTIES HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY OF THE OTHER PARTIES WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 21.



     22. Rank. The Company expressly acknowledges that the indebtedness evidenced by this
Note shall rank senior in right of payments to the capital stock and all current and future
indebtedness of the Company, including without limitation, all indebtedness of the Company due and
payable under the First Bridge Notes and the Second Bridge Notes, but other than with respect to up
to an additional $3.5 million of indebtedness incurred by the Company which may be pari passu with,
but not senior to, the indebtedness evidenced by this Note.



     23. Security.



          (a) Creation of Security Interest. This Note is a senior secured obligation of the
Company. In order to secure the payment of the principal and interest and all other obligations of
the Company hereunder now or hereafter owed by the Company to the Holder (the “Secured
Obligations”), the Company hereby grants to the Holder (or its designee) (the “Secured
Party”) a security interest in the video library of the Company, including without limitation
the personal property described below (the “Collateral”):





          (i) all right, title and interest in, to and under the video library of the Company,
including, without limitation, all acquired video footage, new and original programming, and
music videos, in all of its forms, wherever located, now or hereafter existing, all parts
thereof and all accessions thereto;




          (ii) all intellectual property of any kind or nature whatsoever arising relating to,
arising under or used in connection with the video library of the Company,



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including without limitation patents, patent applications, copyrights, copyright
applications, trademarks and service marks and applications therefor, mask works, net lists
and trade secrets;




          (iii) all other general intangibles, whether now existing or hereafter arising and
wherever arising relating to, arising under or used in connection with the video library of
the Company, including, but not limited to, all letters of authorization, permits, licenses,
consents, contract rights, franchises, documents, certificates, records, customer and
supplier contracts, and other rights, privileges and goodwill obtained or used in connection
with video library of the Company;




          (iv) all records and documents relating to any and all of the foregoing, including,
without limitation, records of account, whether in the form of writing, microfilm,
microfiche, tape, or electronic media; and




          (v) all substitutes and replacements for, accessions, attachments, and other additions
to tools, parts, and equipment used in connection with, and all proceeds, products, and
increases of, any and all of the foregoing Collateral, in whatever form, whether cash or
noncash; interest, premium, and principal payments, redemption proceeds and subscription
rights; and, to the extent not otherwise included, all (A) payments under insurance, or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral, (B) cash and (C) security for the payment of any
of the Collateral, and all goods which gave or will give rise to any of the Collateral or
are evidenced, identified, or represented therein or thereby.



          (b) Sale or Removal of Collateral Prohibited. Except with respect to up to an
additional $3.5 million of indebtedness that may be incurred by the Company and may be pari passu
with the indebtedness under this Note, and except for the sale of inventory in the ordinary course
of the Company’s business, the Company shall not sell, lease, encumber, pledge, mortgage, assign,
grant a security interest in, or otherwise transfer the Collateral without the written consent of
the Holder.




          (c) Uniform Commercial Code Security Agreement. This Section is intended to be a
security agreement pursuant to the Uniform Commercial Code, as adopted in the State of New York and
as amended from time to time, for any of the items specified above as part of the Collateral which,
under applicable law, may be subject to a security interest pursuant to the Uniform Commercial
Code, and the Company hereby grants the Holder a security interest in said items. The Company
agrees that the Holder may file any appropriate document in the appropriate index as a financing
statement for any of the items specified above as part of the Collateral. In addition, the Company
agrees to execute and deliver to the Holder, upon the Holder’s request, any financing statements,
as well as extensions, renewals and amendments thereof, and reproductions of this Agreement in such
form as the Holder may reasonably require to perfect a security interest with respect to said
items. The Company shall pay all costs of filing such financing statements and any extensions,
renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any
record searches for financing statements the Holder may reasonably require. Without the prior
written consent of the Holder, the Company shall not create or suffer to be created pursuant to the
Uniform Commercial Code any other


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security interest in the Collateral, other than the Security Interests of Secured Party,
including replacements and additions thereto. Upon the occurrence of an Event of Default, each
Secured Party shall have the remedies of a Holder under the Uniform Commercial Code and, at Secured
Party’s option, may also invoke the other remedies provided in this Note as to such items;
provided, however, that upon an Event of Default referenced in paragraph (d) of Section 9,
each Secured Party shall not exercise its rights as set forth below in paragraph (d) of this
Section 23, unless or until any holder of the First Bridge Note or Second Bridge Note, as
the case may be, commences a legal action in a court of competent jurisdiction with respect to
payment of the First Bridge Note or Second Bridge Note, as the case may be.




          (d) Rights of Secured Party. (i) Upon an Event of Default, Secured Party may require
the Company to assemble the Collateral and make it available to Secured Party at the place to be
designated by Secured Party which is reasonably convenient to the parties. Secured Party may sell
all or any part of the Collateral as a whole or in parcels either by public auction, private sale,
or other method of disposition. Secured Party may bid at any public sale on all or any portion of
the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or
is of the type customarily sold on a recognized market, Secured Party shall give the Company
reasonable notice of the time and place of any public sale or of the time after which any private
sale or other disposition of the Collateral is to be made, and notice given at least 10 days before
the time of the sale or other disposition shall be conclusively presumed to be reasonable.





          (i) Notwithstanding any provision of this Agreement, Secured Party shall be under no
obligation to offer to sell the Collateral. In the event Secured Party offers to sell the
Collateral, Secured Party will be under no obligation to consummate a sale of the Collateral
if, in their reasonable business judgment, none of the offers received by them reasonably
approximates the fair value of the Collateral.




          (ii) In the event Secured Party elects not to sell the Collateral, Secured Party may
elect to follow the procedures set forth in the Uniform Commercial Code for retaining the
Collateral in satisfaction of the Company’s obligation, subject to the Company’s rights
under such procedures.




          (iii) In addition to the rights under this Agreement, in the Event of Default by the
Company, Secured Party shall be entitled to the appointment of a receiver for the Collateral
as a matter of right whether or not the apparent value of the Collateral exceeds the
outstanding principal amount of the Notes and any receiver appointed may serve without bond.
Employment by Secured Party shall not disqualify a person from serving as receiver.




          (iv) Upon any such sale of the Collateral by Secured Party, the proceeds therefrom
shall be allocated in the following order: (i) to pay any and all reasonable expenses
incurred by Secured Party in selling such collateral, (ii) to pay all accrued but unpaid
interest on the Note, (iii) to repay outstanding principal on the Note, and (iv) the
remainder shall be paid to the Company.



[SIGNATURE PAGE TO FOLLOW]




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     IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized
officer and this Note to be dated April ___, 2006.



	 	 	 	 	 
	 	COMPANY:





NGTV 

 	 
	 	By:  	
 	 
	 	 	Name:  	Jay Vir 	 
	 	 	Title:  	Co-President 	 
	 




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