THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
      NOTE UNDER
      SAID ACT
      AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO SOUTHPEAK INTERACTIVE, L.L.C., THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    SECURED
      TERM NOTE

     

    FOR
      VALUE
      RECEIVED, SOUTHPEAK INTERACTIVE, L.L.C., a Virginia limited liability company
      (the “Borrower”),
      hereby promises to pay to FI Investment Group, LLC, a Virginia limited liability
      company (the “Holder”),
      or
      its registered assigns or successors in interest, the sum of Two Million Dollars
      ($2,000,000) (the “Principal
      Amount”),
      together with any accrued and unpaid interest thereon, on the six month
      anniversary date of this Secured Term Note (the “Note”)
      (the
“Maturity
      Date”),
      if
      not sooner paid; or if this Note becomes convertible in accordance with the
      terms set forth herein, the Principal Amount, together with any accrued and
      unpaid interest, will be payable on demand by the Holder. 

    


    Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in that certain Securities Purchase Agreement dated as of the date hereof
      between the Borrower and the Holder (the “Purchase
      Agreement”).
       

     

    The
      Borrower entered into that Agreement and Plan of Reorganization (the
“Reorganization
      Agreement”)
      dated
      January 15, 2008 among the Borrower, SouthPeak Interactive Corporation, Global
      Services Partners Acquisition Corp., GSPAC Merger Company and the members of
      the
      Borrower. If the closing of the transactions contemplated under the
      Reorganization Agreement (the “GSPAC
      Closing”)
      fails
      to consummate on or before April 30, 2008 (the “Conversion
      Date”),
      then
      on the Conversion Date, this Note shall become convertible at the option of
      the
      Holder and shall be referred to at such time as a “Secured Convertible Demand
      Note” as more fully described in Section 1.2(b) and Article III (but for
      purposes of this Note, it shall be continued to be referred to herein as the
      “Note”).

     

    ARTICLE I

    INTEREST
      AND INTEREST PAYMENTS

     

    1.1 Interest,
      Rate.
      Subject
      to Section 4.9 hereof, upon issuance this Note shall bear interest, on a monthly
      basis, at a rate equal to fourteen percent (14%) per annum. 

     

    1.2 Payments.
      The
      Principal Amount shall be payable as follows:

     

    (a) If
      the
      GSPAC Closing is consummated on or before the Conversion Date, the Principal
      Amount shall be payable in cash in full on the Maturity Date. Accrued interest
      payments shall be made payable to Holder in cash on a monthly basis, beginning
      on the one (1) month anniversary of the execution of the Note and each month
      thereafter on the same date, until the Maturity Date or until this Note has
      otherwise been paid in full. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b) If
      the
      GSPAC Closing is not consummated on or before the Conversion Date, this Note
      shall convert to a “Secured Convertible Demand Note” on the Conversion Date,
      and, commencing on the Maturity Date, the Principal Amount shall be payable
      in
      cash in full on written demand of the Holder within ten (10) business days
      after
      Holder makes such written demand (“Demand
      Right”).
      Accrued interest payments shall be made payable to Holder in cash on a monthly
      basis, beginning on the one (1) month anniversary of the execution of the Note
      and each month thereafter on the same date, until either (i) the Holder
      exercises its Demand Right, (ii) the Holder exercises its Conversion Option,
      or
      (iii) this Note has otherwise been paid in full. Notwithstanding the foregoing,
      the Holder’s Demand Right, and all other rights to repayment of the Principal
      Amount, terminate upon the Holder’s exercise of its Conversion
      Option.

     

    ARTICLE II

    REPAYMENT

     

    2.1 Optional
      Redemption of Principal Amount.
      

     

    (a) Consummation
      of GSPAC Closing.
      At any
      time after consummation of the GSPAC Closing, the Borrower will have the option
      of prepaying the outstanding Principal Amount (“Optional
      Redemption”),
      in
      whole or in part, by paying to the Holder a sum of money equal to one hundred
      percent (100%) of the portion of the Principal Amount to be redeemed, together
      with accrued but unpaid interest thereon and any and all other sums due, accrued
      or payable to the Holder arising under this Note, the Purchase Agreement or
      any
      Related Agreement (the “Redemption
      Amount”),
      on
      the Redemption Payment Date (as defined below). The Borrower shall deliver
      to
      the Holder a notice of redemption (the “Notice
      of Redemption”)
      specifying the date for such Optional Redemption (the “Redemption
      Payment Date”),
      which
      date shall be not less than ten (10) business days after the date of the Notice
      of Redemption. On the Redemption Payment Date, the Redemption Amount shall
      be
      paid in good funds to the Holder. If the Borrower fails to pay the Redemption
      Amount on the Redemption Payment Date as set forth herein, then such Notice
      of
      Redemption will be null and void.
      If a
      GSPAC Closing fails to occur on or before the Conversion Date, the Borrower’s
      Optional Redemption rights set forth in this Section 2.1(a) shall terminate
      on
      the Conversion Date.

     

    (b) No
      GSPAC Closing.
      

     

    (i) If
      the
      GSPAC Closing fails to occur on or before the Conversion Date, the Borrower
      will
      have the option, at any time after the Maturity Date, to elect to make an
      Optional Redemptionby
      paying
      the Redemption Amount on the Redemption Payment Date. The Borrower shall deliver
      to the Holder the Notice of Redemption, specifying a Redemption Payment Date,
      which date shall be not less than fifteen (15) business days after the date
      of
      the Notice of Redemption. Except
      as
      otherwise provided in Section 2.1(b)(ii), on the Redemption Payment Date, the
      Redemption Amount shall be paid in good funds to the Holder. If the Borrower
      fails to pay the Redemption Amount on the Redemption
      Payment Date as set forth herein, then such Notice of Redemption will be null
      and void. Partial
      payment of the Redemption Amount is not permitted under this Section 2.1(b)(i).
      

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (ii) Notwithstanding
      receipt of the Notice of Redemption under Section 2.1(b)(i), the Holder shall
      have the right
      to
      exercise the Conversion Option by delivering written notice of such exercise
      to
      the Borrower on or before the fifth (5th)
      business day prior to the Redemption Payment Date (the “Conversion
      Deadline”)
      in
      accordance with Section 3.3. The class of Equity Securities (as defined below)
      to be issued to the Holder under this Section 2.1(b)(ii)
      shall be
      common stock or membership interests, as applicable, and the amount to be issued
      shall be determined though utilization of the formula set forth in Section
      3.1(a)(A) below.
      If the
      Holder fails to exercise its Conversion Option on or before the Conversion
      Deadline, the Borrower
      shall
      pay the Redemption Amount in good funds on the Redemption
      Payment Date. If the Borrower fails to pay the Redemption Amount on the
      Redemption Payment Date as set forth herein, then such Notice of Redemption
      will
      be null and void. Partial
      payment of the Redemption Amount is not permitted under this Section
      2.1(b)(ii).

     

    (iii) If,
      after
      the Holder exercises its Conversion Option
      under
      Section 2.1(b)(ii), a Financing Event (as defined below) closes before June
      30,
      2009, the Holder shall have the right to convert the Equity
      Securities
      it
      received under Section 2.1(b)(ii) (which Equity Securities shall be equal in
      value to the total outstanding Principal Amount,
      accrued
      interest and any failed payment fee(s) that was converted under such Section)
      into Tag Along Conversion Stock (as defined below) (the “Securities
      Conversion Option”),
      with
      the number of shares of Tag Along Conversion Stock determined through whichever
      of the methods/formulas set forth in Sections 3.1(a)(A) and 3.1(a)(B) results
      in
      the highest number of shares of Tag Along Conversion Stock issued by the
      Borrower.

     

    2.2 Issuance
      of Replacement Note.
      Upon
      any partial prepayment of this Note, a replacement Note containing the same
      date
      and provisions of this Note (to the extent such provisions remain applicable
      at
      such time) shall, at the written request of the Holder, be issued by the
      Borrower to the Holder for the outstanding Principal Amount of this Note and
      accrued interest which shall not have been paid. Subject to the provisions
      of
      Article IV, the Holder will pay no costs, fees or any other consideration to
      the
      Borrower for the production and issuance of a replacement Note.

     

    ARTICLE III

    CONVERSION
      & DEMAND OF REPAYMENT

     

    3.1 Conversion.
      In the
      event that this Note converts to a “Secured Convertible Demand Note” on the
      Conversion Date, then commencing on the Maturity Date, the Borrower, upon demand
      by the Holder (the “Conversion
      Option”),
      shall
      be required to exchange and convert the Note into fully paid and non-assessable
      shares of the Borrower’s equity
      securities (the “Equity
      Securities”,
      it
      being understood that such Equity Securities may be in the form of membership
      interests if the Company remains a limited liability company at the time of
      conversion
      of this
      Note or stock, if the Company has converted to a corporation at the time of
      the
      conversion of this Note) as follows:

     

    (a) Concurrently
      with the closing of the next round of public or private financing secured by
      the
      Borrower that closes before June 30, 2009 (the “Financing
      Event”),
      the
      class of Equity
      Securities to be issued to Holder shall be of the same class offered as part
      of
      the
      Financing Event, and such Equity Securities shall be issued with accompanying
      rights and privileges materially similar to those offered as part of the
      Financing Event (the “Tag
      Along Conversion Stock”;
      for
      convenience, the use of this term assumes that the Company is a corporation
      at
      the time of conversion, it being understood that if the Equity Securities are
      converted into membership interests at the time of conversion, the term will
      refer to membership interests acquired in such conversion).
      Concurrently with a Financing Event, at the election of the Holder, as an
      alternative to its Demand Right set forth in Section 1.2(b), all amounts due
      under the Note shall convert to the number of shares of Tag Along Conversion
      Stock as determined through whichever of the following methods/formulas set
      forth below results in the highest number of shares of Tag Along Conversion
      Stock issued by the Borrower:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    A. total
      outstanding Principal Amount and accrued interest due (and failed payment fee(s)
      if incurred)
      /
      ($31,600,000 / total outstanding capital stock of Borrower on an as-converted
      basis on date of conversion); 

     

    or

     

    B. total
      outstanding Principal Amount and accrued interest (and failed payment fee(s)
      if
      incurred) due X the price per share paid (ignoring the effect of any stock
      splits or other mechanisms adopted at the time of conversion to arrive at a
      per
      share value that do not change the economic substance or value of the converted
      Equity Securities) by the investor(s) participating in the Financing
      Event.

     

    (b) In
      the
      event that no Financing Event occurs before June 30, 2009 and the Holder has
      not
      exercised its Conversion Option under Section 2.1(b)(ii), then on June 30,
      2009
      (the “Final
      Conversion Date”),
      provided Holder has given five (5) business days written notice of its desire
      to
      exercise the Conversion Option, the class of Equity Securities to be issued
      to
      Holder shall be common stock or membership interests, as applicable, and the
      amount to be issued shall be determined though utilization of the formula set
      forth in Section 3.1(a)(A) above. 

     

    If
      Holder
      elects not to exercise its Conversion Option
      in
      accordance with Section 2.1(b)(ii) or Section 3.1, the Note shall become due
      and
      payable on the Final Conversion Date.

     

    Borrower
      understands and agrees the Conversion Option set forth herein is provided to
      Holder in addition to any other right or remedy set forth herein, including
      but
      not limited to its Demand Right, and at no time shall such Conversion Option
      be
      deemed a required or automatic obligation of the Holder.

     

    3.2
       Fractional
      Shares.
      No
      fractional Equity Securities shall be issued upon conversion of this Note under
      Section 3.1. In lieu of the Borrower issuing any fractional Equity Securities
      to
      the Holder upon the conversion of this Note, the Borrower shall pay to the
      Holder the amount of the outstanding Principal Amount in cash that is not so
      converted.

     

    3.3 Conversion
      Procedure.
      To
      exercise the Conversion Option or the Securities Conversion Option, Holder
      shall
      surrender this
      Note or
      its Equity Securities, respectively, at the principal corporate office of the
      Borrower and give written notice
      of such
      exercise to the Borrower at its principal corporate office in accordance with
      Section 5.2 and shall state therein the name or names in which the certificate
      or certificates for Equity Securities are to be issued. The Borrower
      shall,
      at its
      expense, as soon as practicable after the Financing Event (in the case of a
      conversion under Section 2.1(b)(iii) or Section 3.1(a)), the Final Conversion
      Date (in the case of a conversion under Section 3.1(b)), or the date that the
      Borrower receives written notice of such exercise (in the case of a conversion
      under Section 2.1(b)(ii))
      issue
      and deliver to the Holder a certificate or certificates (bearing such legends
      as
      are required by the Purchase Agreement and Related Agreements and applicable
      state and federal securities laws in the opinion of counsel to the Borrower)
      for
      the full amount of Equity Securities to which the Holder of this Note shall
      be
      entitled as aforesaid. Such conversion shall be deemed to have been made as
      of
      the date of the Financing Event (in the case of a conversion under
      Section
      2.1(b)(iii) or Section 3.1(a)), as of the Final Conversion Date (in the case
      of
      a conversion under Section 3.1(b)),
      or as of
      the date that the Borrower receives written notice of such exercise (in the
      case
      of a conversion under Section 2.1(b)(ii)),
      and the
      person or persons entitled to receive the Equity Securities issuable upon such
      conversion shall be treated for all purposes as the record holder or holders
      of
      such Equity Securities as of such date.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ARTICLE IV

    EVENTS
      OF DEFAULT

     

    Upon
      the
      occurrence and continuance of an Event of Default beyond any applicable grace
      period, the Holder may make all sums of principal, interest and other fees
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable. In the event of such an acceleration, the amount due and owing
      to
      the Holder shall be the outstanding Principal Amount of the Note
      (plus
      accrued and unpaid interest and fees, if any) (the “Default
      Payment”).
      The
      Default Payment shall be applied first to any fees due and payable to the Holder
      pursuant to this Note, the Purchase Agreement or the Related Agreements, then
      to
      accrued and unpaid interest due on the Note and then to the outstanding
      Principal Amount of the Note.

     

    The
      occurrence of any of the following events set forth in Sections 4.1 through
      4.8,
      inclusive, is an “Event
      of Default”:

     

    4.1 Failure
      to Make Payments.
      The
      Borrower fails to pay when due any amount hereon in accordance herewith, and
      in
      any such case, such failure shall continue for a period of five (5) business
      days following receipt of notice of default.

     

    4.2 Breach
      of Covenant.
      The
      Borrower breaches any covenant or any other term or condition of this Note
      or
      the Purchase Agreement in any material respect, or the Borrower or any of its
      Subsidiaries breaches any covenant or any other term or condition of any Related
      Agreement in any material respect,
      and, in
      any such case, such breach, if subject to cure, continues for a period of thirty
      (30) days after the Borrower’s receipt of written notice from Holder of such
      breach.

     

    4.3 Breach
      of Representations and Warranties.
      Any
      representation or warranty made by the Borrower in this Note or the Purchase
      Agreement, or by the Borrower or any of its Subsidiaries in any Related
      Agreement, shall, in any such case, be false or misleading in any material
      respect on the date that such representation or warranty was made or deemed
      made.

     

    4.4 Receiver
      or Trustee.
      The
      Borrower or any of its Subsidiaries shall make an assignment for the benefit
      of
      creditors, or apply for or consent to the appointment of a receiver or trustee
      for it or for a substantial part of its property or business; or such a receiver
      or trustee shall otherwise be appointed.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    4.5 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      the Borrower or any of its Subsidiaries or any of their respective property
      or
      other assets for more than $150,000, and shall remain unvacated, unbonded or
      unstayed for a period of thirty (30) days.

     

    4.6 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law for the relief of
      debtors shall be instituted by or against the Borrower or any of its
      Subsidiaries and not stayed within thirty (30) days.

     

    4.7 Stop
      Trade.
      A
      Securities and Exchange Commission (the “SEC”)
      stop
      trade order or Principal Market trading suspension of the Equity Securities
      shall be in effect for five (5) consecutive days or five (5) days during a
      period of ten (10) consecutive days, excluding in all cases a suspension of
      all
      trading on a Principal Market, provided that the Borrower shall not have been
      able to cure such trading suspension within thirty (30) days of the notice
      thereof or list the stock on another Principal Market within sixty (60) days
      of
      such notice. The “Principal
      Market”
      for the
      stock shall include the OTC Bulletin Board, NASDAQ Capital Market, NASDAQ
      National Market System, American Stock Exchange, or New York Stock Exchange
      (whichever of the foregoing is at the time the principal trading exchange or
      market for the Equity Securities).

     

    4.8 Default
      Under Related Agreements or Other Agreements.
      The
      occurrence and continuance of any Event of Default (as defined in the Purchase
      Agreement or any Related Agreement) or any event of default (or similar term)
      under any other indebtedness, which default has not been cured under the cure
      provisions associated with any such event of default.

     

    4.9 Default
      Interest Rate.
      Following the occurrence and during the continuance of an Event of Default,
      interest on this Note shall accrue in an amount equal to one and a half percent
      (1.5%) per month (eighteen percent (18%) per annum), and all outstanding
      obligations under this Note shall continue to accrue such interest from the
      date
      of such Event of Default until the date such Event of Default is cured or
      waived.

     

    4.10 Cumulative
      Remedies.
      The
      remedies under this Note shall be cumulative.

     

    ARTICLE V

    MISCELLANEOUS

     

    5.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    5.2 Notices.
      Any
      notice herein required or permitted to be given shall be in writing and shall
      be
      deemed effectively given: (a) upon personal delivery to the party notified,
      (b)
      when sent by confirmed telex or facsimile if sent during normal business hours
      of the recipient, if not, then on the next business day, (c) five
      (5) days
      after having been sent by registered or certified mail, return receipt
      requested, postage prepaid, or (d) one (1) day after deposit with a nationally
      recognized overnight courier, specifying next day delivery, with written
      verification of receipt. All communications shall be sent to the Borrower at
      the
      address provided in the Purchase Agreement executed in connection herewith,
      and
      to the Holder at the address provided in the Purchase Agreement for the
      Holder, or at such other address as the Borrower or the Holder may designate
      by
      ten (10) days advance written notice to the other parties hereto. 

     

    5.3 Amendment
      Provision.
      The
      term “Note”, “Secured Term Note”, or “Secured Convertible Demand Note” and all
      reference thereto, as used throughout this instrument, shall mean this
      instrument as originally executed, or if later amended or supplemented, then
      as
      so amended or supplemented, and any successor instrument issued pursuant to
      Section 2.2 hereof, as it may be amended or supplemented.

     

    5.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns, and
      may
      be assigned by the Holder in accordance with the requirements of the Purchase
      Agreement. This Note shall not be assigned by the Borrower without the consent
      of the Holder.

     

    5.5 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      Commonwealth of Virginia, without regard to principles of conflicts of laws.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Note is invalid or unenforceable under any applicable statute or rule of law,
      then such provision shall be deemed inoperative to the extent that it may
      conflict therewith and shall be deemed modified to conform with such statute
      or
      rule of law. Any such provision which may prove invalid or unenforceable under
      any law shall not affect the validity or unenforceability of any other provision
      of this Note. Nothing contained herein shall be deemed or operate to preclude
      the Holder from bringing suit or taking other legal action against the Borrower
      in any other jurisdiction to collect on the Borrower’s obligations to the
      Holder, to realize on any collateral or any other security for such obligations,
      or to enforce a judgment or other court order in favor of the
      Holder.

     

    5.6 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

     

    5.7 Security
      Interest and Subsidiary Guaranty.
      The
      Holder has been granted a security interest in certain assets of the Borrower
      as
      more fully described in the Term Note Security Agreement dated
      as
      of the date hereof. The obligations of the Borrower under this Note are
      guaranteed by SouthPeak Interactive Limited, a private company limited by shares
      incorporated under the laws of England and Wales and the Borrower’s wholly-owned
      subsidiary, pursuant to the Secured Subsidiary
      Guaranty
      dated as of the date hereof.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    5.8 Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party against the
      other.

     

    5.9 Cost
      of Collection.
      If
      default is made in the payment of this Note, the Borrower shall pay to the
      Holder all costs of collection, as reasonably permitted under the laws of the
      Commonwealth of Virginia.

     

    [Signatures
      on Following Page]


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Borrower has caused this Secured Term Note to be signed in its name effective
      as
      of this
      27th
      day
      of
      February, 2008.

     

    
      	 	 	 
	 	SOUTHPEAK
              INTERACTIVE, L.L.C.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Terry
              Phillips, Manager