f8k120108ex10_mmg.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.

        TEN
PERCENT (10%)

        CONVERTIBLE
SECURED PROMISSORY NOTE

      

       

      
        	 Amount 
      -U.S.  $ 250,000.00     	
                 Issuance
      Date-December 1, 2008

              


      

       

                                                                         

      MEGA
MEDIA GROUP, INC., a Nevada corporation (the "Company") for value received,
hereby promises to pay to Robert Catell, or its permitted assigns (the
"Holder"), on June 1, 2009 unless extended pursuant to mutual written consent of
the parties (the "Maturity Date") at the address for Holder set forth below (or
by wire transfer to an account specified by Holder at least two (2) business
days prior to the Maturity Date), the principal sum of Two Hundred Fifty
Thousand Dollars (U.S $ 250,000) together with interest accrued thereon 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)  

              	
                The
      $250,000 shall be paid by Holder to the Company by wire transfer upon
      signing to an account specified by the Company at least two (2) business
      days prior to the Issuance Date.

              


      

      


      


      
        	
                2)  

              	
                Interest-
      Interest accrued during the term of this Note shall be paid by Company to
      the Holder on a monthly basis beginning December 5, 2008 and continuing on
      the 5th
      day of each consecutive calendar month thereafter. Accrued interest may be
      converted by the Holder into shares based on the same conversion rate as
      the principal amount as listed below in Section 2. The Note will bear
      interest at the rate of ten percent (10%) per annum on the principal
      balance until this Note shall be paid in
full.

              


      

      


      
        	
                3)  

              	
                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, one thousandth of a cent ($.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 Conversion Notice, in the form attached hereto as Exhibit A (the
      “Conversion Notice”).  The Conversion Price shall be
      equal to the average closing bid price of the Common Stock (as reported by Bloomberg L.P.)
      on the exchange in which the Company’s securities are traded for the ten
      (10) trading days prior to the date of the Conversion Notice (the “Conversion Date”)
      multiplied by 0.80 provided that the Conversion
      Notice 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)  

              	
                Limitation on
      Conversion. Notwithstanding the provisions of this Note, in no
      event shall the Holder be entitled to convert this Note, or shall the
      Company have the obligation to issue shares upon such conversion of all or
      any portion of this Note to the extent that, after such conversion the sum
      of (1) the number of shares of Common Stock beneficially owned by the
      Holder and its affiliates (other than shares of Common Stock which may be
      deemed beneficially owned through the ownership of the unconverted portion
      of this Note), and (2) the number of shares of Common Stock issuable upon
      the conversion of this Note with respect to which the determination of
      this proviso is being made, would result in beneficial ownership by the
      Holder and its affiliates of more than 4.99% of the outstanding shares of
      Common Stock (after taking into account the shares to be issued to the
      Holder upon such conversion).  For purposes of the proviso to
      the immediately preceding sentence, beneficial ownership shall be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of 1934, as amended (the “1934 Act”), except as otherwise provided in
      clause (1) of such sentence.  The Holder, by its acceptance of
      this Note, further agrees that if the Holder transfers or assigns any of
      this Note to a party who or which would not be considered such an
      affiliate, such assignment shall be made subject to the transferee’s or
      assignee’s specific agreement to be bound by the provisions of this
      Section 3(b) as if such transferee or assignee were the original Holder
      hereof.

              


      

      


       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                c)  

              	
                Conversion Price
      Limit.  Notwithstanding the provisions in Section 2(a),
      the Conversion Price shall not exceed fifteen cents
    ($0.15).

              


      

       

      
        	
                d)  

              	
                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 this Note is issued to the Holder, by (A) submitting to the
      Company a Conversion Notice (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 to 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 Conversion Notice, 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).

              


      

       

      
        	
                4)  

              	
                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 Company 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 Company shall issue to the
Holder a new certificate therefore free of any transfer legend within five (5)
trading days if (i) the Company 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 Company 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 Company’s obligation under any 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.

       

      
        	
                5)  

              	
                Transfers of Note to
      Comply with the Securities Act of 1933. As Amended. The Holder
      agrees that this 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 this 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 this 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.

              


      

       

       

      
        
          
          

        

        
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                6)  

              	
                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. To effectuate a prepayment, the Company
      must provide the Holder with written notice of its intention to do so by
      certified mail or fax at least ten (10) days prior to any prepayment
      during which time the Holder may exercise the rights of conversion
      provided for hereunder.

              


      

      


      
        	
                7)  

              	
                Collateral.   While
      this Note is outstanding, the Holder will have a  first priority
      perfected security interest (the “Security Interest”) on all assets
      of Company (the “Assets”) including but not limited to, all present and
      future inventory, chattel paper, accounts, contract rights, unencumbered
      equipment, general intangibles, and intellectual property (including,
      without limitation all trademarks and service marks) (collectively, the
      “Collateral”).  The Company shall file a UCC-1 Financing
      Statement with the Office of the City Register, Kings County naming
      the Company as debtor and the Holder as the secured party and describing
      the collateral as the Collateral.  The Company further agrees
      that it will not transfer, assign, pledge or provide a negative pledge to
      any third party with respect to its intellectual property while any
      amounts of principal or interest are due and owing to Holder under
      this Note are
outstanding.

              


      

      


      
        	
                8)  

              	
                Events of Default by
      the Company. 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 ten (10) days of
      such default:

              
	 	 
	 	      
                (a)           The
      default in the due observance or performance of any covenant, condition,
      agreement or obligation on the part of the Company to be observed or
      performed pursuant to the terms hereof;

                


                (b)           The
      admission in writing by the Company of its inability to pay its debts as
      they mature;

                


                (c)           The
      filing by the Company of a petition in bankruptcy;

                


                (d)           The
      making of an assignment by the Company for the benefit of its
      creditors;

                


                (e)           Consent
      by the Company to the appointment of, or possession by, a custodian for
      itself or any of its property;

                


                (f)           The
      filing of a petition in bankruptcy against the Company with the consent of
      the Company;

                


                (g)           The
      filing of a petition in bankruptcy against the Company without the consent
      of the Company, and the failure to have such petition dismissed within
      sixty (60) days after the date upon which such petition is
      filed;

                


                (h)           Notwithstanding
      the sixty (60) day provision in Paragraph “(g)” of this Section, on a
      petition in bankruptcy filed against the Company, the Company is
      adjudicated insolvent;

                


                (i)           The
      entry by a court of competent jurisdiction of an order, judgment or decree
      appointing a receiver, trustee or custodian for the Company or of all or
      any of the property or assets of the Company;

                


                (j)           The
      commencement of a proceeding to foreclose the security interest in, or
      lien on, any of the Company’s property or assets to satisfy the security
      interest or lien therein of any creditor of the Company;

                


                (k)           The
      entry of a judgment for the payment of money by a court of competent
      jurisdiction against the Company, which judgment the Company shall not
      discharge within sixty (60) days after the date of entry thereof, or
      procure a stay of execution thereof within sixty (60) days after the date
      of entry thereof and within such period during which execution of such
      judgment shall have been stayed, appeal there from and cause the execution
      thereof to be stayed during such appeal;

                


                (l)           The
      imposition of any lien, attachment or levy, or the issuance of any note of
      eviction against the assets or properties of the Company, which lien,
      attachment, levy or note of eviction the Company shall not discharge or
      post a bond within sixty (60) days.

                


                (m)         The
      Company takes any action which would prevent the Holder from receiving
      payments due pursuant to this Note;

                


                (n)          If
      any representation of the Company set forth in this Note proves to have
      been false or misleading when made.

                


                (o)           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.

              


      

       

       

      
        
          
          

        

        
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                  (p)           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;

                  


                  (q)           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.

                


        

        
           

          
            	9)  	Remedies
      Upon Default.
	 	 
	 	      
                    (a)           Acceleration
      of Payment

                    


                    Upon
      the occurrence of an Event of Default (as defined above), and any time
      thereafter while such Event of Default is continuing, the entire unpaid
      principal balance of this Note, and all accrued and unpaid interest which
      is due pursuant to this Note shall, at the Holder’s option upon written
      notice to the Company, be accelerated and become and be immediately due
      and payable without presentment, demand, protest or further notice of any
      kind, all of which are expressly waived by the Company.

                    


                    (b)           Liability
      Upon Default

                    


                    The
      liability of the Company upon default shall be unconditional and shall not
      be in any manner affected by any indulgence whatsoever granted or
      consented to by the Holder including, but not limited to, any extension of
      time, renewal, waiver or other modification.

                    


                    (c)           Non-Exclusive
      Remedy

                    


                    Any
      remedies which are provided herein are cumulative and are not exclusive of
      any remedies which are provided by law.

                    


                    (d)           Exercise
      of Remedy Upon Default

                    


                    No
      failure on the part of the Holder to exercise, and no delay in exercising,
      any right hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any right hereunder preclude any other or
      further exercise thereof or the exercise of any other right.

                    


                    (e)           The
      Company’s Waiver of Defenses.

                    


                    Except
      for a claim of a failure by the Holder to make the payments set forth in
      Paragraph 1, the Company hereby waives any defense of presentment, notice
      of dishonor, protest, set-offs, counterclaims, or other objections to the
      payment hereof and any other notice or formality with respect to this
      Note. The Company waives its right to a jury trial.

                    


                    (f)           
      Full Recourse.

                    


                    Anything
      in this Note to the contrary notwithstanding, the Company hereunder shall
      be liable on the Note for the full amount of the interest and principal
      payable to the Company by the Holder pursuant to this
      Note.  Supplementing paragraph 11(e) above, the Company’s
      obligations under this Note are absolute and unconditional.

                    


                    (g)           Reimbursement
      of Holder.

                    


                    The
      Company agrees to reimburse the Holder upon demand for all reasonable
      costs, expenses and charges (including, without limitation, fees and
      charges of legal counsel for the Holder) in connection with the
      performance or enforcement of this Note.

                  
	 	 
	10)  	The
      Company’s Representations
	 	 
	 	      
                    The
      Company represents and warrants as of the date hereof that the following
      are true statements:

                    


                    (a)  Organization and
      Qualification.  Company (i) is duly organized and validly
      existing under the laws of the state of its formation and duly licensed or
      qualified in all states wherein the character of the property owned or the
      nature of the business transacted by it makes such licensing or
      qualification necessary, (ii) has the power and authority to borrow money,
      to issue, execute and deliver this Promissory and to pledge to the Holder
      the Collateral as provided herein, and (iii) does not require the approval
      of or consent to any of such acts by any regulatory agency or other
      governmental authority or other third
  party.

                  


          

          
          

        

      

      
        
          
          

        

        
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                  (b)  Authorization;
      Contravention.  The execution, delivery and performance by
      Company of this Note, are within the power of Company, have been duly
      authorized by all necessary action on behalf of Company, require no action
      by or in respect of, or filing with, any governmental body, agency or
      official, do not violate, conflict with, contravene, or constitute a
      default under, the Company’s certificate of incorporation or by-laws, or,
      any provision of applicable law or regulation, or of any agreement,
      judgment, injunction, order, decree or other instrument binding upon
      Company and will not result in the creation or imposition of any lien on
      any asset of Company except for liens to the Holder created
      hereunder.

                  


                  (c)  Binding
      Effect.  This Note constitutes the valid and binding agreements
      of the Company, enforceable against it in accordance with its terms,
      except as enforceability may be limited by bankruptcy, insolvency or
      similar laws affecting creditors' rights generally or general principles
      of equity.

                  


                  (d)  Defaults.  The
      Company is not in default under any provision of any law, rule or
      regulation, or any agreement, lease or other instrument to which Company
      is a party or by which it is bound, which default would materially
      adversely affect the Company or its ability to perform its obligations
      hereunder.

                  


                  (e)  Compliance with
      Applicable Laws.  (i) Neither the offering and sale by the
      Company of limited Company interests in the Company nor consummation by
      the Company of the transactions contemplated hereby violates or infringes
      any applicable federal or state laws, statutes, ordinances, regulations,
      decrees or orders, other than violations which would not materially affect
      the Collateral, (ii) the Company has made all filings required to be made
      by it under Regulation D promulgated by the Securities and Exchange
      Commission (the “SEC”) and any other federal or state agency or
      governmental or non-governmental regulatory authority or exchange, and
      (iii) neither the offering nor sale by the Company of this Note requires
      registration under the Securities Act of 1933 or applicable state
      securities law.

                  


                  (f)  Litigation.  There
      is no action, suit or proceeding pending which has been served upon
      Company or its officers are unaware of any action, suit or proceeding
      threatened against or affecting Company before any court, arbitrator or
      governmental body, agency or official which could materially adversely
      affect the business, financial condition or results of operations of
      Company or the Collateral.

                  


                  (g)  Disclosure.  Neither
      (i) this Note nor (ii) any other document, certificate or statement
      furnished to Holder, the Company or any broker or agent therefor by or on
      behalf of the Company in connection herewith, contains any untrue
      statement of a material fact or omits to state a material fact necessary
      in order to make the statements made, in the light of the circumstances
      under which they were made, not misleading.

                  


                  (h)  The
      Collateral.  The Collateral pledged by the Company is owned
      solely by Company, free and clear of any liens, claims or encumbrances of
      any kind whatsoever. UCC-1 Financing Statements have been filed and the
      Operating Agreement has been assigned and delivered to the
      Holder.  The lien of the Holder shall be first and prior on the
      Collateral and all proceeds resulting from the sale or other disposition
      thereof.  Except as specifically consented to in writing by
      Holder and subsequent assignees of the Collateral, Company shall not grant
      or permit the granting of extensions of time for the payment of, or
      compromise for less than the full value of, or release in whole or in part
      any person liable for the payment of, or allow any credit whatsoever
      against, the Collateral or any instrument or document representing the
      Collateral.

                  


                  (i) Offering of this
      Note.  Neither the Company nor any agent acting on its behalf
      has offered this Note or any similar security for sale to, or solicited
      any offers to buy this Note, or negotiated or communicated with respect
      thereto with, any person or entity other than a Qualified Investor (as
      such term is defined by the Securities Exchange Commission) or a financial
      lending institution (or an intermediary acting on behalf of a financial
      lending institution), and neither the Company nor any agent acting on its
      behalf has taken or will take any action which would subject the issuance
      or pledge of this Note to the provisions of Section 5 of the Securities
      Act of 1933 or to the provisions of any securities or “Blue Sky” law of
      any applicable jurisdiction.

                  


                  (j)           Place
      of Business.  The principal place of business of the Company is
      located at the address set forth in paragraph 16(d) of this
      Note.  Company shall not change its address without prior
      written notice to Holder.

                
	 	 
	11)  	Affirmative
      Covenants.
	 	 
	 	      
                  Unless
      and until all of the obligations hereunder of the Company have been paid
      or converted, the Company shall:

                  


                  (a)           Promptly
      notify the Holder of any material change in the Company’s business and
      financial condition;

                


        

        
 

      

      
        
          
          

        

        
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                  (b)           Permit
      the Holder, by its officers and agents, to access, examine and copy during
      normal business hours the properties, minute books and other corporate
      records, books of accounts, and financial and other business
      records;

                  


                  (c)           Promptly
      notify the Holder in writing of the commencement of all proceedings and
      investigations by or before and/or the receipt of any notices from, any
      governmental or nongovernmental body including, but not limited to, any
      court or arbitrator, against the Company; and

                  


                  (d)           Promptly
      notify the Holder of the occurrence of any Event of Default (as defined
      above).

                  


                  (e)           Borrower
      shall maintain its existence as a corporation and all rights,
      qualifications and franchises necessary to continue its business as it may
      be conducted and shall comply with all laws, rules, regulations, orders,
      judgments and agreements applicable to it, its properties and the conduct
      of its business.

                
	 	 
	12)  	Validity
      of Provisions.
	 	 
	 	
                  The
      provisions of this Note are intended to be severable. Any provision of
      this Note which may be unenforceable under any law shall not affect the
      validity of any other provision of this Note. If, as a result of any
      circumstances whatsoever, fulfillment of any provision of this Note or
      other instrument evidencing or securing the indebtedness evidenced hereby,
      at the time performance of such provision shall be due, shall involve
      transcending the limit of validity presently prescribed by any applicable
      usury statute or any other applicable law, with respect to obligations of
      like character and amount, then ipso facto, the obligation to be fulfilled
      shall be reduced to the limit of such validity, so that in no event shall
      any exaction be possible under this Note or under any other instrument
      evidencing or securing the indebtedness evidenced hereby, that is in
      excess of the current limit of such validity, but such obligation shall be
      fulfilled to the limit of such validity.

                
	 	 
	13)  	Indemnity.
	 	 
	 	      
                  The
      Company agrees to indemnify, hold harmless and defend Holder and each of
      its successors, assigns, agents, and affiliates, as applicable
      (collectively, the “Indemnified Parties”), from and against any and all
      losses, costs, claims, liabilities, damages and expenses, including,
      without limitation, attorneys’ fees and
      disbursements  (collectively, “Losses”), arising as the result
      of a breach of any of the representations, warranties, covenants,
      agreements or obligations of Company set forth in this Note, but excluding
      Losses suffered by an Indemnified Party directly arising out of such
      Indemnified Party’s gross negligence or willful
      misconduct.

                
	 	 
	14)  	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 this
      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)           If
      any provision which is contained in this Note, should, for any reason, be
      held to be invalid or unenforceable in any respect under the laws of any
      State of the United States, such invalidity or unenforceability shall not
      affect any other provision of this Note and in this Note shall be
      construed as if such invalid or unenforceable provision had not been
      contained herein.

                  


                  (d)           Any
      notice or other communication required or permitted hereunder must be in
      writing and sent by certified mail, postage prepaid, return receipt
      requested or overnight delivery with confirmation of delivery addressed as
      follows:

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      
        	
                -To
      the Holder:

              	
                _____________[to
      be provided]

              


      

      


      
        	
                with
      a copy to:

              	
                Howard
      Kurtzberg, Esq., 380 North Broadway, Suite 300, Jericho, NY
      11753

              
	 	 
	-To
      the Company:   	Mega
      Media Group, Inc., 1122 Coney Island Avenue, Brooklyn, New York
      11230


      

       

      
        
          	 	      
                  or
      in each case to such other address as shall have last been furnished by
      like notice. If mailing by certified mail is impossible due to an absence
      of postal service, notice shall be in writing and personally delivered to
      the aforesaid addresses. Each notice or communication shall be deemed to
      have been given as of the date so mailed or delivered as the case may
      be.

                  


                  (e)           Governing
      Law. This Note shall in all respects be construed, governed, applied and
      enforced under the internal laws of the State of New York without giving
      effect to the principles of conflicts of laws and be deemed to be an
      agreement entered into in the State of New York and made pursuant to the
      laws of the State of New York. The parties hereby consent to and submit to
      personal jurisdiction over each of them by the Courts of the State of New
      York in any action or proceeding, waive personal service of any and all
      process and specifically consent that in any such action or proceeding,
      any service of process may be effectuated upon any of them by certified
      mail, return receipt requested, in accordance with this Note.

                  


                  (f)           Entire
      Agreement. This Note and the other documents delivered in connection
      therewith or herewith constitute the entire agreement between the parties
      and supersedes all prior agreements and understandings, both written and
      oral, among the parties with respect to the subject matter hereof and
      thereof, and are not intended to confer upon any person other than the
      parties hereto any rights or remedies hereunder. Each party hereto agrees
      that, except for the representations and warranties contained in this
      Note, neither the Holder nor the Company makes any other representations
      or warranties, and each hereby disclaims any other representations and
      warranties made by itself or any of its officers, directors, employees,
      agents, financial and legal advisors or other representatives, with
      respect to the execution and delivery of this Note or the transactions
      contemplated hereby, notwithstanding the delivery or disclosure to the
      other or the other’s representatives of any documentation or other
      information with respect to any one or more of the foregoing.

                  


                  (g)           Modification.
      This Note may not be amended, changed, modified, extended, terminated or
      discharged orally, but only by an agreement in writing, which is signed by
      all of the parties to this Note.

                  


                  (h)           Further
      Assurances. The Parties agree to execute any and all such other further
      instruments and documents, and to take any and all such further actions
      which are reasonably required to effectuate the provisions of this Note
      and the intents and purposes hereof

                  


                  (i)           Binding
      Agreement. This Note shall be binding upon and inure to the benefit of the
      parties hereto and their permitted successors and assigns.

                  


                  (j)           Non-Waiver.
      Except as otherwise expressly provided herein, no waiver of any covenant,
      condition, or provision of this Note shall be deemed to have been made
      unless expressly in writing and signed by the party against whom such
      waiver is charged; and (i) the failure of any party to insist in any one
      or more cases upon the performance of any of the provisions, covenants or
      conditions of this Note or to exercise any option herein contained shall
      not be construed as a waiver or relinquishment for the future of any such
      provisions, covenants or conditions, (ii) the acceptance of performance of
      anything required by this Note to be performed with knowledge of the
      breach or failure of a covenant, condition or provision hereof shall not
      be deemed a waiver of such breach or failure, and (iii) no waiver by any
      party of one breach by another party shall be construed as a waiver of any
      other or subsequent breach.

                  


                  (k)           Construction.
      Each of the Parties hereby acknowledges and agrees that each has been
      advised by counsel during the course of negotiations and had significant
      input in the drafting of this Note and shall not, therefore, be construed
      more strictly against any party responsible for its drafting regardless of
      any presumption or rule requiring construction against the party whose
      attorney drafted this Note.

                  


                  (l)           Counterparts.
      This Note may be executed simultaneously in one or more counterparts, each
      of which shall be deemed an original, but all of which together shall
      constitute one and the same
instrument.

                


        

        
(Signature
Page Follows)

      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      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:
      

                	/s/ 	 
	 	 	Name:
      Aleksandr Shvarts	 
	 	 	Title:
      CEO	 
	 	 	 	 


        

      

       

       

      Agreed
and Accepted:

       

      
         

        
          	 
	By: Robert
      Catell


        

         

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

       

      MEGA
MEDIA GROUP, INC.

       

      CONVERSION
NOTICE

       

      Reference
is made to the $250,000.00 Convertible Note issued on December 1, 2008 (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 one thousandth of a cent
($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 this 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)

              	 
      


      

      


      9