August
26, 2010

    
 

    


    PROMISSORY
NOTE

    


    For value
received, and on the terms and subject to the conditions set forth herein, Next
1 Interactive, Inc., a Nevada corporation (the “Company”), HEREBY
PROMISES TO PAY to the order of The Mark Travel Corporation(“TMTC”), or his
registered assigns (the “Noteholder”), on the
Maturity Date (as defined below), the principal sum of up to five hundred
thousand dollars ($500,000) (the “Loan”), plus any
fees, unpaid interest accrued thereon, or such lesser amount as shall be equal
to the unpaid principal amount of the Loan plus such interest and fees. The loan
may be used to:

    
      	
               
      

            	
              a)

            	
              Fund
      the security deposit for Dish Network in which such case the deposit will
      act as security for the loan; or

            


    

     

    
      	
               
      

            	
              b)

            	
              Fund
      other Company uses as authorized by
TMTC.

            


    

     

    The
loaned funds will be treated as a revolving line of credit for the Company based
on the Company complying with the terms and conditions imposed by the
Noteholder. These terms and conditions include the Company agreeing to make
principal repayments and to pay interest on the dates and at the rate or rates
provided for herein. Additionally the loan is convertible at the Noteholder’s
option into common stock of the Company at a conversion price of $1.00 per
share.

     

    As the
Noteholder advances funds, the Noteholder will receive Warrants as per “Addendum
A”.

     

    The
Company will agree to issue to the Noteholder two  (2) warrants for
every one dollar drawn on the line up to a maximum of one million (1,000,000)
warrants (the “Warrants”) based on
the Company drawing down all $500,000.  The warrants will allow the
Noteholder to purchase shares of the Company’s common stock, par value $0.00001
per share (the “Common
Stock”), at an exercise price of one dollar ($1.00) per share (the “Exercise
Price”).  The Warrants shall be exercisable for a period of
three (3) years from the date of grant.  The number of shares
purchasable upon exercise of the Warrants shall be equal to one (1) share for
each warrant (the “Warrant
Shares”).

    


    SECTION 1. Certain Terms
Defined.  The following terms for all purposes of this Note
shall have the respective meanings specified below.

     

    “Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized by law to close.

    


    “Commission” has the
meaning set forth in Section 9(d).

    


    “Common Stock” has the
meaning set forth in the introductory paragraphs.

    


    “Company” has the
meaning set forth in the introductory paragraphs.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    “Event of Default” has
the meaning set forth in Section 7.

    


    “Exchange Act” has the
meaning set forth in Section 9(d).

    


    “Exercise Price” has
the meaning set forth in the introductory paragraphs.

    


    “GAAP” has the meaning
set forth in Section 9(b).

    


    “Loan” has the meaning
set forth in the introductory paragraphs.

    


    “Material Adverse
Effect” has the meaning set forth in Section 8(c).

    


    “Maturity Date” means
the earlier of (i) August 26, 2011, or (ii) the date on which the amounts due
under this Note have been accelerated and are immediately due and payable
pursuant to the terms hereof; provided that if such date is not a Business Day,
then such date shall be the next succeeding Business Day.

    


    “Note” shall mean this
Promissory Note as amended, from time to time, in accordance with the terms
hereof.

    


    “Noteholder(s)” has
the meaning set forth in the introductory paragraphs.

    


    “Notice” has the
meaning set forth in Section 2.

    


    “Period” means from
the date hereof to the earlier of (i) the Maturity Date, or (ii) the date of
occurrence of an Event of Default.

    


    “Securities Act” has
the meaning set forth in Section 8(e).

    


    “Subsidiary” means any
corporation or other entity of which at least a majority of the securities or
other ownership interest having ordinary voting power (absolutely or
contingently) for the election of directors or other persons performing similar
functions are at the time owned directly or indirectly by the Company and/or any
of its other Subsidiaries.

    


    “Warrants” has the
meaning set forth in the introductory paragraphs.

    


    “Warrant Shares” has
the meaning set forth in the introductory paragraphs.

    


    SECTION 2. Loan Drawdown – to be
determined by the parties.

     

    SECTION 3. Maturity Date.

     

    The Loan
shall mature, and the principal amount thereof shall become immediately due and
payable (together with unpaid interest accrued thereon) on the Maturity
Date.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    SECTION 4. Interest
Payments.

     

    Interest
shall accrue from the date  of first drawdown at a rate equal to six
percent (6%) per annum, (based on the amount borrowed) plus any increase in
Prime Rate (based on the current prime rate at execution date
being  3.25%) as reported by the Wall Street Journal.

     

    Interest
shall be payable quarterly in arrears to the Note holder on the last day of the
Company’s fiscal quarter (or if any such day is not a Business Day, then on the
next succeeding Business Day) provided, however, the first interest payment
shall not be due until 90 days after the first drawdown.  Interest
shall be computed on the basis of a year of three hundred and sixty five (360)
days and paid for the actual number of days elapsed.

    


    SECTION 5. Optional
Prepayments.

     

    The
Company may prepay the Loan in whole or in part at any time or from time to time
without penalty or premium by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment.  Any such
prepayments made under this Section 5 shall be in minimum increments of one
hundred thousand dollars ($100,000) or lesser amounts if the parties agree. In
the event that the Company elects to repay all or any portion of the loan then
the Noteholder will have 5 business days to elect to either accept the repayment
or to exercise his conversion right to common shares at $1.00 per
share.

    


    SECTION 6. General Provisions as to
Payments.

     

     All payments of
principal and interest on the Loan by the Company hereunder shall be made not
later than 12:00 Noon (New York City time) on the date when due by wire transfer
only of immediately available funds to the bank account specified by the
Noteholder in writing to the Company, without reduction by reason of any set-off
or counterclaim.

    


    SECTION 7.  Events of
Default.

     

    Each of
the following events shall constitute an “Event of
Default”:

    


     (a)      
    the principal of the Loan shall not be paid when
due;

     

     (b)          any
interest on the Loan shall not be paid within five (5) Business Days of when it
was due;

     

     (c)       
   the Company breaches any covenant hereunder or the Company
breaches a contract with TMTC (or its related Parties) and such breach is not
cured within fourteen (14) days after notice from the Noteholder;

     

     (d)          any
representation or warranty of the Company made in this Note shall be incorrect
when made in any material respect;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     (e)          a
court shall enter a decree or order for relief in respect of the Company or any
Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company or any Subsidiary or for any substantial part of the property of the
Company or any Subsidiary or ordering the winding up or liquidation of the
affairs of the Company or any Subsidiary, and such decree or order shall remain
unstated and in effect for a period of sixty (60) consecutive days;
or

     

     (f)     
     the Company or any Subsidiary shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or any Subsidiary or for any substantial
part of the property of the Company or any Subsidiary, or the Company or any
Subsidiary shall make any general assignment for the benefit of
creditors.

     

    If an
Event of Default described in (e) or (f) above shall occur, the principal of and
accrued interest on the Loan shall become immediately due and payable without
any declaration or other act on the part of the
Noteholder.  Immediately upon the occurrence of any Event of Default
described in (e) or (f) above, or upon failure to pay this Note on demand, the
Noteholder, without any notice to the Company, which notice is expressly waived
by the Company, may proceed to protect, enforce, exercise and pursue any and all
rights and remedies available to the Noteholder under this Note, or at law or in
equity.

    


    If any
Event of Default in (a) – (d) above and (g) through (h) below shall occur for
any reason, whether voluntary or involuntary, and be continuing, the Noteholder
may by notice to the Company declare all or any portion of the outstanding
principal amount of the Loan to be due and payable, whereupon the full unpaid
amount of the Loan which shall be so declared due and payable shall be and
become immediately due and payable without further notice, demand or
presentment.

    


     (g)          Thirty
days after Company becomes a party to a claim, action or suit that threatens to
materially or adversely affect the Company;

     

     (h)          In
the event that the Company sells or disposes of substantially all of its
assets.

     

    SECTION 8. Representations.

     

    The
Company hereby represents and warrants to the Noteholder, as
follows:

    


     (a)          The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of Nevada and has the requisite corporate
power to own, lease and operate its properties and assets and to conduct its
business as it is now being conducted.  Each Subsidiary is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of organization and has the requisite corporate power
to own, lease and operate its properties and assets and to conduct its business
as it is now being conducted

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     (b)          The
Company has the requisite legal and corporate power and authority to enter into,
issue and perform this Note and the Warrants in accordance with the terms hereof
and thereof.  The execution, delivery and performance of this Note and
the Warrants by the Company and the consummation by it of the transactions
contemplated hereby or thereby have been duly and validly authorized by all
necessary corporate action, and no further consent or authorization of the
Company, its board of directors or stockholders is required.  When
executed and delivered by the Company, this Note and the Warrants shall
constitute valid and binding obligations of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditor's rights and remedies or by other
equitable principles of general application.

     

     (c)          The
execution, delivery and performance of this Note and the Warrants and the
consummation by the Company of the transactions contemplated hereby or thereby,
do not and will not (i) violate or conflict with any provision of the Company's
certificate of incorporation or bylaws, each as amended to date, or any
Subsidiary's comparable charter documents, (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to
which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries' respective properties or assets are bound, or (iii)
result in a violation of any federal, state, local or foreign statute, rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any of its Subsidiaries or by
which any property or asset of the Company or any of its Subsidiaries are bound
or affected, except, in the case of clauses (ii) and (iii) above, for any such
default or violation that would not, individually or in the aggregate, have a
material adverse effect on the business, properties, management, financial
position, results of operations or prospects of the Company and its Subsidiaries
taken as a whole (a “Material Adverse
Effect”).  Neither the Company nor any of its Subsidiaries is
required under federal, state, foreign or local law, rule or regulation to
obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Note or any of the
Warrants.

     

     (d)          The
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency or any
regulatory or self-regulatory agency or any other person in order for it to
execute, deliver or perform any of its obligations under or contemplated by this
Note or any of the Warrants, except where the failure to obtain any such
consent, authorization or order, or the failure to make any such filing or
registration, could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.  All consents, authorizations,
orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to
the date hereof.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (e)           The
Warrants when issued and delivered will be duly and validly issued and will be
free of all liens and restrictions on transfer other than any restrictions on
transfer under the Securities Act of 1933, as amended (the “Securities
Act”).

     

    (f)           The
Warrant Shares have been duly reserved for issuance by the Company in sufficient
number to cover the exercise of all of the Warrants.  The issuance of
the Warrant Shares upon exercise of the Warrants has been duly authorized by the
Company and the Warrant Shares when delivered in accordance with the Warrants,
will be validly issued, fully paid and non-assessable, and free of all liens and
restrictions on transfer other than any restrictions on transfer under the
Securities Act.

     

    (g)           The
offer, issuance, sale and delivery of the Warrants and Warrant Shares will not
under current laws and regulations require compliance with the prospectus
delivery or registration requirements of the Securities Act.

    


    SECTION 9.  Covenants.

     

     (a)          The
Company and each Subsidiary shall maintain its existence and authority to
conduct its business as presently contemplated to be conducted;

     

    


     (b)          The
Company shall keep and cause each Subsidiary to keep adequate records and books
of account, in which complete entries will be made in accordance with United
States generally accepted accounting principles (“GAAP”) consistently
applied, reflecting all financial transactions of the Company and its
Subsidiaries, and in which, for each fiscal year, all proper reserves for
depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
purposes in connection with its business shall be made;

     

     (c)          The
Company shall not enter into any agreement in which the terms of such agreement
would restrict or impair the right or ability to perform of the Company or any
Subsidiary under this Note or any of the Warrants;

     

     (d)          The
Company shall timely file all reports required to be filed with the Securities
and Exchange Commission (the “Commission”) pursuant
to the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”), and
the Company shall not terminate its status as an issuer required to file reports
under the Exchange Act even if the Exchange Act or the rules and regulations
thereunder would permit such termination.

     

     (e)          The
Company agrees that it will not, without the consent of the Noteholder enter
into any new agreement or make any amendment to any existing agreement, which by
its terms would restrict the Company’s performance of its obligations to the
Noteholder pursuant to this Note.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    SECTION 10.  Transfers.

     

    The
Company may not transfer or assign this Note nor any right or obligation
hereunder to any person or entity without the prior written consent of the
Noteholder.  The Noteholder may not transfer or assign this Note nor
any right or obligation hereunder to any person or entity without the prior
written consent of the Company.

     

    SECTION 11. Powers and Remedies Cumulative;
Delay or Omission Not Waiver of Event of Default.

     

    No right
or remedy herein conferred upon or reserved to the Noteholder is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

    


    No delay
or omission of the Noteholder to exercise any right or power accruing upon any
Event of Default occurring and continuing as aforesaid shall impair any such
right or power or shall be construed to be a waiver of any Event of Default or
an acquiescence therein; and every power and remedy given by this Note or by law
may be exercised from time to time, and as often as shall be deemed expedient,
by the Noteholder.

    


    SECTION 12. Modification.

     

    


    This Note
may be modified in writing only with the written consent of both the Company and
the Noteholder.

    


    SECTION 13.  Attorneys Fees/Enforcement
Costs.

     

     (a)          The
Company will reimburse the Noteholder for reasonable legal fees and expenses in
connection with the transactions contemplated hereby, including without
limitation the negotiation, documentation and execution of this Note and the
Warrants and (ii) any amendments to any of the documents contemplated in (i)
above, and

     

     (b)          In
the event that this Note is collected by law or through attorneys at law, or
under advice therefrom, the Company agrees to pay all costs of collection,
including reasonable attorneys’ fees, whether or not suit is brought, and
whether incurred in connection with collection, trial, appeal, bankruptcy or
other creditors’ proceedings or otherwise.

     

     SECTION 14. Indemnification

     

    The
Company agrees to indemnify and hold harmless the Noteholder (and their
respective directors, officers, managers, partners, members, shareholders,
affiliates, agents, successors and assigns) (each an “Indemnified Party”)
from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges
and disbursements) incurred by such Indemnified Party as a result of any
inaccuracy in or breach of the representations, warranties or covenants made by
the Company herein.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    SECTION 15. Miscellaneous.

     

     (a)          The
parties hereto hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of or any default under this Note, except as specifically provided
herein.

     

     (b)          Any
provision of this Note which is illegal, invalid, prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity, prohibition or unenforceability without
invalidating or impairing the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other
jurisdiction.

     

     (c)          This
Note shall bind the Company and its successors and permitted
assigns.  The rights under and benefits of this Note shall inure to
the Noteholder and their successors and assigns.

     

     (d)          The
Section headings herein are for convenience only and shall not affect the
construction hereof.

     

     (e)          All
notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall be made in writing and faxed, mailed or
delivered to each party at the respective addresses of the parties, or at such
other address or facsimile number as the Company shall have furnished to the
Noteholder in writing.  All such notices and communications will be
deemed effectively given the earlier of (i) when received, (ii) when delivered
personally, (iii) one (1) business day after being delivered by facsimile (with
receipt of appropriate confirmation), (iv) one (1) business day after being
deposited with an overnight courier service of recognized standing or (v) on
receipt of confirmation of delivery.

     

     (f)      
    In the event any interest is paid on this Note, which is
deemed to be in excess of the then legal maximum rate, then that portion of the
interest payment representing an amount in excess of the then legal maximum rate
shall be deemed a payment of principal and applied against the principal of this
Note.

     

    


    THIS
NOTE HAS BEEN DELIVERED IN MILWAUKEE, WISCONSIN AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WISCONSIN,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF WISCONSIN AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTH EASTERN DISTRICT OF WISCONSIN FOR THE PURPOSE OF ANY LITIGATION
ARISING HEREUNDER.  THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF WISCONSIN.  THE COMPANY HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

    


    BY
ITS ACCEPTANCE OF THIS NOTE THE NOTEHOLDER AND THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE NOTEHOLDER OR THE
COMPANY.  THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS
A MATERIAL INDUCEMENT FOR THE NOTEHOLDER MAKING THE LOAN EVIDENCED
HEREBY.

    


     

     

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed on the date indicated
above.

     

    
      
        
          
            
              
                
                  
                    	
                             

                          	 
      	 
      	 
	 
      	
                            NEXT
      1 INTERACTIVE, INC.

                          	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                            By:

                          	
                            /s/
      William Kerby

                          	 
	 
      	
                            Name:

                          	
                            William
      Kerby

                          	 
	 
      	
                            Title:

                          	
                            Chief
      Executive Officer

                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                            THE
      NOTEHOLDER

                          	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                            By:

                          	
                            /s/
      William E. La Macchia

                          	 
	 
      	
                            Name:

                          	
                            William
      E. La Macchia for TMTC

                          	 
	 
      	
                            Title:

                          	
                            Chief
      Executive Officer

                          	 


                  

                

              

            

          

        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


     

     

    
 

    


    


    


    Addendum
“A”

    


    


    
      
         

      

      
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    Warrants

    


    


    
      	
              1.)

            	
              Warrants
      will be issued within 7 days of
drawdown

            


    

    
      	
              2.)

            	
              Warrants
      will be issued so as to be “non-taxable” at time of
  issue.

            


    

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        11