PROMISSORY
      NOTE

    


    
      	 	
              Date
                of Issuance

            
	
              $1,000,000.00

            	
              December
                2, 2008

            


    

    


    FOR
      VALUE
      RECEIVED, Asianada,
      Inc.,
      a
      Delaware corporation (the “Company”), hereby promises to pay to the order of
      Grupo Grandioso, LLC, with an address of 23679 Calabassas Road, Suite 773,
      Calabassas, CA 91302 (the “Holder”), the aggregate principal sum of One Million
      Dollars ($1,000,000.00), together with interest thereon from the date of this
      Note. Interest shall accrue on the unpaid principal balance at a rate of six
      percent (6%) per annum, and shall accrue on a daily basis from the date on
      which
      principal was advanced. Interest shall be calculated on the basis of a three
      hundred and sixty-five (365) day year.

     

    This
      Note
      has been issued pursuant to that certain Asset Purchase Agreement, dated as
      of
      December 2, 2008 (the “Purchase Agreement”), by and among the Company, the
      Holder and Jeffrey Schwartz, relating to the acquisition of certain assets
      of
      the Holder, as set forth therein (the “ Purchased Assets”). Capitalized terms
      used herein and not otherwise defined herein shall have the respective meanings
      ascribed to such terms in the Purchase Agreement.

     

    1. Payment.
      

     

    (a) Subject
      to the conditions set forth in Section 2 hereof, the outstanding principal
      balance of this Note shall be payable in 36 equal installments of principal
      plus
      accrued interest on the principal amount being paid, each in the amount of
      $30,421.94 (each, a “Payment”), the first Payment of which, if any, shall be
      made following the second calendar month (February) of 2009, and any subsequent
      Payments, if any, shall be made following each calendar month thereafter (each,
      a “Payment Date”). The final Payment Date shall be following the first calendar
      month (January) of 2012 (the “Final Payment Date”).

     

    (b) Payments
      on this Note, if any, shall be made by wire transfer of immediately available
      funds to an account designated by the Holder or by check sent to the Holder
      as
      the Holder may designate for such purpose from time to time by written notice
      to
      the Company, 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. 

     

    (c) The
      Company shall have the right to withhold and set off against any amount due
      under this Note, the amount of any claim for indemnification or payment of
      damages to which the Company may be entitled under the Purchase Agreement,
      as
      provided in Section 9.2 thereof.

    


    2. Condition
      to Payment.
      

     

    (a)
       Any
      Payments to be made to the Holder in accordance with Section 1(a) hereof are
      contingent upon there being Sufficient Cash Flow generated by the Company with
      respect to the Purchased Assets during each monthly period until the Final
      Payment Date (each, a “Calendar Month”) as determined in accordance with this
      Section 2. For purposes of this Note, “Sufficient Cash Flow” shall mean, with
      respect to each Calendar Month, and with respect to the Purchased Assets, an
      amount equal to the cash funds derived from operations of the Purchased Assets,
      but less cash funds required to pay (i) current operating expenses, (ii) current
      liabilities (other than any payments due under this Note) and (iii) necessary
      capital expenditures, while maintaining a working capital cash reserve of no
      less than $50,000 at all times.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      Within 15 days of the end of the end of each Calendar Month, the Company shall
      deliver to the Holder a worksheet (the “Cash Flow Worksheet”) prepared by the
      Company (or its designee) and signed by an executive officer of the Company
      (other than Jeffrey Schwartz), setting forth the Company’s good faith
      determination of Sufficient Cash Flow for such Calendar Month. The Holder shall
      have the right, at the Holder’s expense, at reasonable times and upon reasonable
      notice, within the time period set forth below, to examine the books and records
      of the Company relating to the Purchased Assets to determine whether the
      calculation of Sufficient Cash Flow is being determined in accordance with
      the
      provisions of this Note.

     

    (c) Upon
      receipt from the Company, the Holder shall have five days to review the Cash
      Flow Worksheet (the "Review Period"). If Holder disagrees with the Company's
      computation of Sufficient Cash Flow for such period, Holder may, on or prior
      to
      the last day of the Review Period, deliver a notice to the Company (the "Notice
      of Objection"), which sets forth its objections to the Company's calculation
      of
      Sufficient Cash Flow for the applicable period. Any Notice of Objection shall
      specify those items or amounts with which Holder disagrees, together with a
      detailed written explanation of the reasons for disagreement with each such
      item
      or amount, and shall set forth Holder’s calculation of Sufficient Cash Flow for
      the applicable period based on such objections. To the extent not set forth
      in
      the Notice of Objection, Holder shall be deemed to have agreed with the
      Company's calculation of all other items and amounts contained in the Cash
      Flow
      Worksheet. Unless Holder delivers the Notice of Objection to the Company within
      the Review Period, Holder shall be deemed to have accepted the Company's
      calculation of Sufficient Cash Flow for the applicable period and the Cash
      Flow
      Worksheet for the applicable period shall be final, conclusive and binding.
      If
      Holder delivers the Notice of Objection to Buyer within the Review Period,
      the
      Company and Holder shall, during the 10 days following such delivery or any
      mutually agreed extension thereof, use their commercially reasonable efforts
      to
      reach agreement on the disputed items and amounts in order to determine the
      amount of Sufficient Cash Flow for the applicable period. If, at the end of
      such
      period or any mutually agreed extension thereof, the Company and Holder are
      unable to resolve their disagreements, they shall jointly retain and refer
      their
      disagreements to an independent accounting firm mutually acceptable to the
      Company and Holder (the "Independent Expert"). The parties shall instruct the
      Independent Expert promptly to review this Section 2 and to determine solely
      with respect to the disputed items and amounts so submitted whether and to
      what
      extent, if any, the amount of Sufficient Cash Flow set forth in the Cash Flow
      Worksheet requires adjustment. The Independent Expert shall base its
      determination solely on written submissions by the Company and Holder and not
      on
      an independent review. The Company and Holder shall make available to the
      Independent Expert all relevant books and records and other items reasonably
      requested by the Independent Expert. As promptly as practicable but in no event
      later than 30 days after its retention, the Independent Expert shall deliver
      to
      the Company and Holder a report which sets forth its resolution of the disputed
      items and amounts and its calculation of Sufficient Cash Flow for the applicable
      period; provided that
      in no
      event shall Sufficient Cash Flow as determined by the Independent Expert be
      less
      than the Company's calculation of Sufficient Cash Flow set forth in the Cash
      Flow Worksheet nor more than Holder’s calculation of Sufficient Cash Flow set
      forth in the Notice of Objection. The decision of the Independent Expert shall
      be final, conclusive and binding on the parties. The costs and expenses of
      the
      Independent Expert shall be borne one-half by the Company and one-half by the
      Holder.


    
      
         

      

      
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    (d) "Final
      Monthly Cash Flow" means the amount of Sufficient Cash Flow for such Monthly
      period (i) as shown in the Cash Flow Worksheet delivered by the Company to
      Holder pursuant to Section 26(b), if no Notice of Objection with respect thereto
      is timely delivered by Holder; or (ii) if a Notice of Objection is so
      delivered, (A) as agreed by the Company and Holder pursuant to Section 2(c)
      or (B) in the absence of such agreement, as shown in the Independent
      Expert's calculation delivered pursuant to Section 2(c). If there is excess
      available cash after determining Final Monthly Cash Flow for the applicable
      Calendar Month (“Excess Cash”), and such Excess Cash is greater than or equal to
      the amount of the applicable Payment, then, within five days of the date of
      such
      determination, the amount of Excess Cash shall be deemed the amount of the
      applicable Payment and shall be paid to Holder for such Calendar Month;
      provided, however, that in no event shall the amount of such payment exceed
      the
      amount of the applicable Payment. If there is no Excess Cash for the applicable
      Calendar Month, then the applicable Payment shall not be made, and the amount
      of
      such Payment not so made shall remain part of the unpaid principal balance
      of
      this Note (a “Deferred Payment”). During any subsequent Calendar Month, if there
      is Excess Cash for such Calendar Month, then any portion of the amount of such
      excess may be applied towards any previous Calendar Months for which there
      was
      no Excess Cash, and in such case, if the application of such excess results
      in
      there being Excess Cash for such previous Calendar Months, then the amount
      of
      such excess shall be used to make a Deferred Payment for any such previous
      Calendar Month, which amount shall be paid within five days of the
      date on
      which it is deemed that there was Excess Cash to be applied for a Deferred
      Payment for such previous Calendar Month. 

    


    (e)
       On
      the
      Final Payment Date, if any Deferred Payments continue to exist, then such
      Deferred Payments shall be deemed cancelled, and all previous Payments,
      including any Payment made on the Final Payment Date, shall collectively be
      deemed the full and final satisfaction and payment of this Note and this Note
      shall be deemed null and void thereafter.

     

    3. Default.
      

     

    (a) The
      occurrence of any one or more of the following events shall constitute an “Event
      of Default”:

     

    (i) Nonpayment.
      The
      Company shall fail to make, on or before the due date, in the manner required,
      and subject to the terms and conditions of this Note, any payment of principal,
      interest or any other sums due under this Note;


    
      
         

      

      
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    (ii) Insolvency.
      The
      Company shall generally not pay its debts as such debts become due, or shall
      admit in writing its inability to pay its debts generally, or shall make a
      general assignment for the benefit of creditors; or the Company shall commence
      any voluntary bankruptcy proceeding, or there shall be commenced against the
      Company by another party any such case, proceeding or other action in bankruptcy
      which remains unstayed, undismissed or undischarged for a period of thirty
      (30)
      days; or

     

    (iii) The
      Company shall be dissolved, liquidated or reorganized.

     

    (b) Acceleration.
      Upon an
      Event of Default, there shall immediately be due and payable to the Holder
      the
      full amount of the unpaid principal balance of this Note, plus accrued interest
      and all other amounts owed by the Company pursuant to this Note. All amounts
      under this Section 4 are due and payable without presentment, demand, protest
      and all other notices of any kind are hereby expressly waived by the
      Company.

     

    (c) Remedies
      Upon Event of Default.

     

    (i) General.
      Upon an
      Event of Default, the
      Holder
      may proceed to protect and enforce its rights as holder of this Note, and may
      proceed to enforce the payment of all amounts due upon this Note, and the costs
      and expenses of collection (including, without limitation, reasonable counsel
      fees and disbursements) or to enforce any other legal or equitable right as
      holder of this Note shall be paid by Company. 

     

    (ii) Remedies
      Cumulative.
      No
      remedy conferred in this Note upon the Holder is intended to be exclusive of
      any
      other remedy and each and every such remedy shall be cumulative and shall be
      in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law or in equity or otherwise.

     

    (iii) Remedies
      Not Waived.
      No
      course of dealing between the Company and the Holder, and no delay or failure
      in
      exercising any rights hereunder shall operate as a waiver of any of the rights
      of the Holder.

     

    4. Amendments
      and Waivers.
      This
      Note may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by any act or failure to act on the part of Company, but
      only by an agreement in writing signed by the party against whom enforcement
      of
      any modification, amendment, waiver, extension, change, discharge or termination
      is sought.

     

    5. Replacement
      Note.
      Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Note, and (in case of loss, theft
      or
      destruction) of indemnity reasonably satisfactory to it, and upon reimbursement
      to the Company of all reasonable expenses incidental thereto, and upon surrender
      and cancellation of any Note, if mutilated, the Company will make and deliver
      a
      new Note of like tenor in the principal amount of this Note then outstanding
      in
      lieu of such Note. Any Note so made and delivered shall be dated as of the
      date
      to which interest shall have been paid on the Note lost, stolen, destroyed
      or
      mutilated.

     

    6. Successors
      and Assigns.
      This
      Note applies to, inures to the benefit of, and binds the successors and assigns
      of the parties hereto. 


    
      
         

      

      
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    7. Governing
      Law and Venue.
      The
      Note shall be construed in accordance with the laws of the State of Delaware.
      The Company hereby consents to the jurisdiction of and venue in any court of
      competent jurisdiction in Delaware. 

     

    8. Unenforceable
      Provision.
      If any
      provision of this Note shall be deemed unenforceable under applicable law,
      such
      provision shall be ineffective, but only to the extent of such unenforceability,
      without invalidating the remainder of such provision or the remaining provisions
      of this Note.

     

    9. Notice.
      Any
      notice to the Company provided for in this Note shall be in writing and shall
      be
      given and be effective upon (i) delivery to Company, (ii) receipt if sent
      by facsimile transmission (with confirmation of such receipt by the sender)
      or
      (iii) mailing such notice by certified mail, return receipt requested,
      addressed to Company at the Company’s address stated below, or to such other
      address as Company may designate by written notice to Holder. Any notice to
      Holder shall be in writing and shall be given and be effective upon
      (i) delivery to Holder, (ii) receipt if sent by facsimile transmission
      (with confirmation of such receipt by the sender) or (iii) by mailing such
      notice by certified mail, return receipt requested, to Holder at the address
      stated above, or to such other address as Holder may designate by written notice
      to Company.

     

    The
      Company: 

    


    Asianada,
      Inc.

    2121
      Avenue of the Stars

    Suite
      2550

    Los
      Angeles, California 90067

    Attention:
      Charles Bentz

    


    with
      a
      copy to:

    


    Mintz
      Levin Cohn Ferris Glovsky & Popeo, P.C.

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attention:
      Kenneth R. Koch, Esq.

    Fax:
      212-983-3115

    


    10. Jury
      Trial Waiver.
      Each of
      the Company and the Holder of this Note (by accepting this Note) hereby waives,
      to the fullest extent permitted by applicable law, any right it may have to
      a
      trial by jury in respect to any litigation directly or indirectly arising out
      of, under or in connection with this Note. Each of the Company and the Holder
      of
      this Note (by accepting this Note) (A) certifies that no representative, agent
      or attorney of any other party has represented, expressly or otherwise, that
      such other party 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 issue or accept this Note, as the case may be, by, among other
      things, the mutual waivers and certifications in this
      paragraph.


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has caused this Note to be executed and dated the day and year first
      above written. 

    
      

        
          	 	ASIANADA,
                  INC.	 
	 	 	 	 
	 	
                  By:

                	
                  /s/
                    Charles Bentz

                	 
	 	
                  Name:
                    

                	
                  Charles
                    Bentz

                	 
	 	
                  Title:

                	
                  Chief
                    Financial Officer

                	 


        

      

    

     

    Acknowledged
      and agreed: 

    


    GRUPO
      GRANDIOSO, LLC

     

      
        	
                By:

              	
                /s/
                  Jeffrey Schwartz

              	 
	 	 	 
	
                Name:
                  

              	
                Jeffrey
                  Schwartz

              	 
	 	 	 
	
                Title:

              	
                Manager

              	 


      

    

     

    
      
         

      

      
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