f8k100908ex10iv_megamedia.htm


    EXHIBIT 10.4

    LOAN
AGREEMENT

     

    THIS LOAN AGREEMENT (this
"Agreement") dated this 23th day of October, 2008

     

    BETWEEN:

     

    Dr. Lev
Paukman

    (the
"Lender")

     

    OF
THE FIRST PART

     

    AND

     

    Mega
Media Group, Inc. of 1122 Coney Island Avenue, Brooklyn,
NY 11230

    (the
"Borrower")

     

    OF
THE SECOND PART

     

    IN CONSIDERATION OF the Lender
loaning certain monies (the "Loan") to the Borrower, and the Borrower repaying
the Loan to the Lender, both parties agree to keep, perform and fulfill the
promises and conditions set out in this Agreement:

     

    Loan
Amount & Interest

     

    
      	
              1.  

            	
              The
      Lender promises to loan One Hundred Fifty Thousand ($150,000.00 ) USD, to
      the Borrower and the Borrower promises to repay this principal amount to
      the Lender, at such address as may be provided in writing, with interest
      payable on the unpaid principal at the rate of 9.00 percent per annum,
      calculated yearly not in advance.

            


    

     

    
      	
               
      

            	
              Payment

            


    

     

    
      	
              2.  

            	
              This
      Loan will be repaid in within 30 business days from the execution of this
      Agreement.

            


    

     

    
      	
               
      

            	
              Default

            


    

     

    
      	
              3.  

            	
              Notwithstanding
      anything to the contrary in this Agreement, if the Borrower defaults in
      the performance of any obligation under this Agreement, then the Lender
      may declare the principal amount owing and interest due under this
      Agreement at that time to be immediately due and
  payable.

            


    

     

    
      	
               
      

            	
              Governing
      Law

            


    

     

    
      	
              4.  

            	
              This
      Agreement will be construed in accordance with and governed by the laws of
      the State of New York.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    
      	
               
      

            	
              Costs

            


    

     

    
      	
              5.  

            	
              All
      costs, expenses and expenditures including, without limitation, the
      complete legal costs incurred by enforcing this Agreement as a result of
      any default by the Borrower, will be added to the principal then
      outstanding and will immediately be paid by the
  Borrower.

            


    

     

    
      	
               
      

            	
              Assignment

            


    

     

    
      	
              6.  

            	
              This
      Agreement will pass to the benefit of and be binding upon the respective
      heirs, executors, administrators, successors and assigns of the Borrower.
      The Borrower waives presentment for payment, notice of non-payment,
      protest, and notice of protest.

            


    

     

    
      	
               
      

            	
              Amendments

            


    

     

    
      	
              7.  

            	
              This
      Agreement may only be amended or modified by a written instrument executed
      by both the Borrower and the
Lender.

            


    

     

    
      	
               
      

            	
              Severability

            


    

     

    
      	
              8.  

            	
              The
      clauses and paragraphs contained in this Agreement are intended to be read
      and construed independently of each other. If any part of this Agreement
      is held to be invalid, this invalidity will not affect the operation of
      any other part of this Agreement.

            


    

     

    
      	
               
      

            	
              General
      Provisions

            


    

     

    
      	
              9.  

            	
              Headings
      are inserted for the convenience of the parties only and are not to be
      considered when interpreting this Agreement. Words in the singular mean
      and include the plural and vice versa. Words in the masculine mean and
      include the feminine and vice
versa.

            


    

     

    
      	
               
      

            	
              Entire
      Agreement

            


    

     

    
      	
              10.  

            	
              This
      Agreement constitutes the entire agreement between the parties and there
      are no further items or provisions, either oral or
    otherwise.

            


    

     

     

    IN WITNESS WHEREOF, the
parties have duly affixed their signatures under hand and seal on this 23rd day of
October, 2008.

     

    
      	 
      	
              ___________________________

              Dr.
      Lev Paukman

            
	 
      	
              Mega
      Media Group, Inc.

              Per:
      ___________________________ (Seal)