f8k030508ex10i_megamedia.htm


    THE
SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ANY APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS.

    


    
    

    
      MEGA
MEDIA GROUP, INC.

       

      9%
CONVERTIBLE PROMISSORY NOTE

    

    Amount                                $__________________

     

    Issuance
Date                      
__________________

    


    MEGA
MEDIA GROUP, INC., a Nevada corporation (the "Company") for value received,
hereby promises to pay to _______________ or
its registered assigns (the "Holder"), on the earlier of: (1) the closing by the
Company of a private placement offering of its securities, or an underwritten
public offering by the Company of its securities; or __________ (the
"Maturity Date") at the principal offices of the Company, the principal sum of
__________ in
such coin or currency of the United States of America as at the time of payment
shall be legal
tender for the payment of public and private debts and to pay interest on the
outstanding principal balance at the Maturity Date as hereinafter
provided.

    


    
      	
              1)  

            	
              Interest

            


    

    


    
      	
              i)  

            	
              Interest
      accrued during the term of this Note in its entirety on or within five (5)
      calendar days of the Maturity Date. The Note will bear interest at the
      rate of eight percent (9%) per annum on the principal balance until this
      Note shall be paid in full.

            


    

    


    
      	
              2)  

            	
              Conversion

            


    

    


    
      	
              a)  

            	
              Conversion.
        The
      Holder shall have the right from time to time, and at any time on or prior
      to the Maturity Date to convert all or any part of the outstanding and
      unpaid principal amount of this Note into fully paid and non-assessable
      shares of Common Stock, $.001 par value per share.  The number
      of shares of Common Stock to be issued upon each conversion of this Note
      shall be determined by dividing the amount of principal and accrued
      interest to be converted (“Conversion Amount”) by the applicable
      Conversion Price then in effect on the date specified in the notice of
      conversion, in the form attached hereto as Exhibit A (the “Notice of
      Conversion”).  The Conversion Price shall be equal to the
      average closing bid price of the Common Stock (as reported by Bloomberg L.P.)
      on the OTC Bulletin Board for the ten (10) trading days prior to
      the date of the Conversion Notice (the “Conversion Date”)
      multiplied by .80 provided that the Notice of
      Conversion is submitted by facsimile (or by other means resulting in, or
      reasonably expected to result in, notice) to the Company before 6:00 p.m.,
      New York, New York time on such Conversion
  Date.

            


    

    


    
      	
              b)  

            	
              Conversion Price
      Limit.  Notwithstanding the provisions in Section 2(a),
      the Conversion Price shall not exceed
$.55.

            


    

    


    
      	
              c)  

            	
              Method of
      Conversion.

            


    

     

    
      	
              i)  

            	
              Mechanics
      of Conversion.  This Note
      may be converted by the Holder in whole or in part at any time from time
      to time after the Note is issued to the Holder, by (A) submitting to
      the Company a Notice of Conversion (by facsimile or other reasonable means
      of communication dispatched on the Conversion Date prior to 6:00 p.m., New
      York, New York time) and (B) surrendering this Note at the principal
      office of the Company.

            


    

     

    
      	
              ii)  

            	
              Delivery
      of Common Stock Upon Conversion.  Upon
      receipt by the Company from the Holder of a facsimile transmission (or
      other reasonable means of communication) of a Notice of Conversion, the
      Company shall issue and deliver or cause to be issued and delivered to or
      upon the order of the Holder certificates for the Common Stock issuable
      upon such conversion within five (5) business days after such receipt
      (and, solely in the case of conversion of the entire unpaid principal
      amount hereof, surrender of this
Note).

            


    

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    
      	
              3)  

            	
              Concerning the
      Shares.  The shares of Common Stock issuable upon
      conversion of this Note may not be sold or transferred
      unless  (i) such shares are sold pursuant to an effective
      registration statement under the Act or (ii) the Borrower or its transfer
      agent shall have been furnished with an opinion of  counsel
      (which opinion shall be in form, substance and scope customary for
      opinions of counsel in comparable transactions) to the effect that the
      shares to be sold or transferred may be sold or transferred pursuant to an
      exemption from such registration or (iii) such shares are sold or
      transferred pursuant to Rule 144 under the Act (or a successor rule)
      (“Rule
      144”).  Until such time as the shares of Common Stock
      issuable upon conversion of this Debenture have been registered under the
      Act or otherwise may be sold pursuant to Rule 144 without any restriction
      as to the number of securities as of a particular date that can then be
      immediately sold, each certificate for shares of Common Stock issuable
      upon conversion of this Debenture that has not been so included in an
      effective registration statement or that has not been sold pursuant to an
      effective registration statement or an exemption that permits removal of
      the legend, shall bear a legend substantially in the following form, as
      appropriate:

            


    

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT  UNLESS SOLD PURSUANT TO
RULE 144 OR REGULATION S UNDER SAID ACT.”

     

    The
legend set forth above shall be removed and the Borrower shall issue to the
Holder a new certificate therefor free of any transfer legend if (i) the
Borrower or its transfer agent shall have received an opinion of counsel, in
form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Common Stock
may be made without registration under the Act and the shares are so sold or
transferred, (ii) such Holder provides the Borrower or its transfer agent with
reasonable assurances that the Common Stock issuable upon conversion of this
Debenture (to the extent such securities are deemed to have been acquired on the
same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common
Stock issuable upon conversion of this Debenture, such security is registered
for sale by the Holder under an effective registration statement filed under the
Act or otherwise may be sold pursuant to Rule 144 without any restriction as to
the number of securities as of a particular date that can then be immediately
sold.  Nothing in this Debenture shall (i) limit the Borrower’s
obligation under the Registration Rights Agreement or (ii) affect in any way the
Holder’s obligations to comply with applicable prospectus delivery requirements
upon the resale of the securities referred to herein.

     

    
      	
              4)  

            	
              Transfers of Note to
      Comply with the Securities Act of 1933. As Amended. The Holder
      agrees that the Note may not be sold, transferred, pledged, hypothecated
      or otherwise disposed of except as follows: (1) to a person who, in the
      opinion of counsel to the Company, is a person to whom the Note may
      legally be transferred without registration and without the delivery of a
      current prospectus under the Securities Act of 1933, as amended, and then
      only against receipt of any agreement of such person to comply with the
      provisions of this Section 3 with respect to any resale or other
      disposition of the Note; or (ii) to any person upon delivery of a
      prospectus then meeting the requirements of the Securities Act of 1933, as
      amended, relating to such Note and the offering thereof for such sale or
      disposition, and thereafter to all successive
  assignees.

            


    

    


    
      	
              5)  

            	
              Prepayment. The
      principal amount of this Note with interest due thereon to the date of
      prepayment may be prepaid by the Company, in whole or in part, without
      premium or penalty, at any time.

            


    

    


    
      	
              6)  

            	
              Events of
      Default.

            


    

    


    
      	
              a)  

            	
              This
      Note shall become and be due and payable upon written demand made by the
      Holder hereof if one or more of the following events, herein called
      "events of default", shall happen and be continuing and such default shall
      not be cured by the Company within 30 days of written notice of such
      default:

            


    

    


    
      	
              b)  

            	
              Default
      in the payment of the principal and interest on this Note when and as the
      same shall become due and payable, whether by acceleration or
      otherwise;

            


    

    


    
      	
              c)  

            	
              Application
      for, or consent to, the appointment of a receiver, trustee or liquidator
      of the Company or of its property;

            


    

    


    
      	
              d)  

            	
              General
      assignment by the Company for the benefit of
  creditors;

            


    

    


    
      	
              e)  

            	
              Filing
      by the Company of voluntary petition in bankruptcy or a petition or an
      answer seeking reorganization or an arrangement with creditors;
      or

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
              f)  

            	
              Entering
      against the Company of a court order approving a petition filed against it
      under the Federal bankruptcy laws, which order shall not have been vacated
      or set aside or otherwise terminated within 120
  days.

            


    

    


    
      	
              g)  

            	
              Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      loss, theft, destruction or mutilation of this Note, and (in the case of
      loss, theft or destruction) of reasonably satisfactory indemnification,
      and upon surrender and cancellation of this Note, if mutilated, the
      Company shall execute and deliver a new Note of like tenor and date. Any
      such new Note executed and delivered shall constitute an additional
      contractual obligation on the part of the Company, whether or not this
      Note so lost, stolen, destroyed or mutilated shall be at any time
      enforceable by anyone.

            


    

    


    
      	
              h)  

            	
              The
      Common Stock shall cease to be quoted for trading or listed for trading on
      either the Nasdaq OTC Bulletin Board (“OTC”), Nasdaq
      Capital Market, New York Stock Exchange, American Stock Exchange or the
      Nasdaq National Market (each, a “Subsequent
      Market”) and shall not again be quoted or listed for trading
      thereon within five (5) Trading Days of such
  delisting;

            


    

    


    
      	
              i)  

            	
              The
      Company shall fail for any reason to deliver Common Stock certificates to
      a Holder prior to the fifth (5th)
      Trading Day after a Conversion Date or the Company shall provide notice to
      the Holder, including by way of public announcement, at any time, of its
      intention not to comply with requests for conversions of this Note in
      accordance with the terms hereof;

            


    

    


    
      	
              7)  

            	
              Miscellaneous

            


    

    


    
      	
              a)  

            	
              The
      Company may consider and treat the person in whose name this Note shall be
      registered as the absolute owner thereof for all purposes whatsoever
      (whether or not this Note shall be overdue) and the Company shall not be
      affected by any notice to the contrary. The registered owner of this Note
      shall have the right to transfer it by assignment, subject to the
      provisions contained herein, and the transferee thereof shall, upon his
      registration as owner of this Note, become vested with all the powers and
      rights of the transferor. Registration of any new owner shall take place
      upon presentation of this Note to the Company at its principal offices. In
      case of transfer by operation of law, the transferee agrees to notify the
      Company of such transfer and of his address, and to submit appropriate
      evidence regarding the transfer so that this Note may be registered in the
      name of the transferee. This Note is transferable only on the books of the
      Company by the Holder hereof, in person or by his attorney, on the
      surrender hereof, duly endorsed. Communications sent to any registered
      owner shall be effective as against all holders or transferees of the Note
      not registered at the time of sending the
  communication.

            


    

    


    
      	
              b)  

            	
              Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      loss, theft, destruction or mutilation of this Note, and (in the case of
      loss, theft or destruction) of reasonably satisfactory indemnification,
      and upon surrender and cancellation of this Note, if mutilated, the
      Company shall execute and deliver a new Note of like tenor and date. Any
      such new Note executed and delivered shall constitute an additional
      contractual obligation on the part of the Company, whether or not this
      Note so lost, stolen, destroyed or mutilated shall be at any time
      enforceable by anyone.

            


    

    


    
      	
              c)  

            	
              This
      Note shall be construed and enforced in accordance with the laws of the
      State of Nevada.

            


    

    


    


    (Signature
Page Follows)


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed as of the Issuance Date set out
above.

     

    


    
      	
              MEGA
      MEDIA GROUP, INC.

            
	 
	 
	
              By:        

            
	
              Name:

            
	
              Title:

            


    

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    


     

    MEGA
MEDIA GROUP, INC.

     

    CONVERSION
NOTICE

     

    Reference
is made to the Convertible Note (the "Note") issued to the
undersigned by MEGA MEDIA GROUP INC. (the "Company").  In
accordance with and pursuant to the Note, the undersigned hereby elects to
convert the Conversion Amount (as defined in the Note) of the Note indicated
below into shares of Common Stock par value $0.001 per share (the "Common Stock") of the Company,
as of the date specified below.

     

    


    
      	
              Date
      of Conversion:

            	 
      
	 	 
	
              Aggregate
      Conversion Amount to be converted:

            	 
      
	 
	
              Please
      confirm the following information:

            
	 	 
	
              Conversion
      Price:

            	 
      
	 	 
	
              Number
      of shares of Common Stock to be issued:

            	 
      
	 
	
              Please
      issue the Common Stock into which the Note is being converted in the
      following name and to the following address:

            
	 	 
	
              Issue
      to:

            	 
      
	 
      	 
      
	 
      	 
      
	 	 
	
              Facsimile
      Number:

            	 
      
	 	 
	
              Authorization:

            	 
      
	 	 
	
              By:

            	 
      
	 	 
	
              Title:

            	 
      
	 	 
	
              Dated:

            	 
      
	 	 
	
              Account
      Number:

            	 
      
	
                (if
      electronic book entry transfer)

            	 
      
	 	 
	
              Transaction
      Code Number:

            	 
      
	
                (if
      electronic book entry transfer)

            	 
      


    

    


    5