Exhibit
10.36-2

    


    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER
APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED ABSENT REGISTRATION
THEREUNDER OR AN APPLICABLE EXEMPTION THEREFROM.

    


    MAGNITUDE
INFORMATION SYSTEMS, INC.

    CONVERTIBLE
REVOLVING PROMISSORY NOTE

    


    
      	
              $1,000,000

            	
              June
      4, 2009

            


    

    


    Magnitude Information Systems,
Inc., a Delaware corporation (the “Company”), for value received hereby promises
to pay to Discover Advisory Company (the “Lender”), the principal sum of ONE
MILLION AND NO/100 DOLLARS ($1,000,000.00) or so much thereof as may be from
time to time owed by the Company to the Lender, to be computed on the
outstanding principal balance at the rate of ten (10%) percent, per annum, due
and payable on Demand (the “Maturity Date”), in such coin or currency of the
United States of America. The Company hereby authorizes the Lender to endorse on
Exhibit A annexed hereto and made a part hereof, all advances made to the
Company under this Note and which endorsements shall, in the absence of manifest
error, be conclusive as to the outstanding principal amount of all advances made
under this Note, provided, however, that the failure to make such endorsement
notation with respect to any advances or payments shall not otherwise affect the
obligations of the Company under this Note. The indebtedness reflected in this
Note includes the outstanding principal balances and accrued interest under four
(4) promissory notes previously made by the Company and delivered to the Lender,
all dated March 31, 2009, and reflecting loans made on (1) December 23, 2008 in
the original principal amount of $100,000, (2) January 7, 2009 in the original
principal amount of $150,000, (3) January 27, 2009 in the original principal
amount of $200,000, and (4) February 20, 2009 in the original principal amount
of $150,000 (the “Old Notes”); This Note, in addition to its provisions that
include other Lender loan amounts to and other indebtedness of the Company, is
intended to replace the Old Notes. This Note is secured by a certain Stock
Pledge Agreement of even date herewith (the “Stock Pledge Agreement”), all of
whose terms and provisions are hereby incorporated in this Note by
reference.

    


    


    Subject to the conversion limitations
set forth herein, the Holder may, in its sole and absolute discretion, convert
at any time part or all of the outstanding principal balance and accrued
interest under this Note into restricted shares of the Common Stock of the
Company at a conversion rate of one (1) share of common stock for $0.01,
provided, however, that
in no event shall the Lender be entitled to convert any portion of this Note in
excess of that portion of this Note upon conversion of which the sum of
(A) the number of shares of Common Stock beneficially owned by the Lender and
its affiliates and (B) the number of shares of Common Stock issuable upon the
conversion of the portion of this Note to which this provision is being applied,
would result in beneficial ownership by the Lender and its affiliates of more
than 9.9% of the outstanding shares of Common Stock. For purposes of this
provision, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G
thereunder.

    


    Events of
Default

     

    If
any of the events specified in this Section 1 shall occur (“Events of Default”),
the Holder of this Note may, so long as such condition has not been cured,
declare the entire outstanding principal balance of this Note immediately due
and payable:

     

    
      	
               
      

            	
              (a)

            	
              default
      in the due and punctual payment of the principal  and accrued
      interest due under this Note on the Maturity Date;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      decree or order by a court shall have been entered adjudging the Company a
      bankrupt or insolvent, or appointing a receiver or trustee for the affairs
      or assets of the Company, and such decree or order shall have remained in
      force undischarged for a period of 60 days;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company shall institute proceedings to be adjudicated a voluntary
      bankrupt, or shall consent to the filing of any such petition or to the
      appointment of a receiver or trustee or shall make an assignment for the
      benefit of creditors; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              default
      under any material term or provision of the Stock Pledge
      Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              2.

            	
              Waiver,
      Etc.

            


    

     

    
      	
               
      

            	
              The
      Company hereby waives any requirement of notice, presentment or demand for
      payment; in the event the Holder is required to institute any proceedings
      to collect any sums due under this Note, the Company agrees to pay all of
      Holder’s reasonable attorney’s fees and expenses incurred for such
      purposes.

            


    

     

    
      	
               
      

            	
              3.

            	
              Security.

            


    

     

    
      	
               
      

            	
              The
      Company has previously granted to the Lender a first security interest in
      the One Hundred Sixty outstanding common shares of Kiwibox Media, Inc.,
      represented by Certificate No. 6 and representing all of the issued and
      outstanding securities of Kiwibox Media, Inc. (the “Kiwibox
      Shares”)  The Company has delivered possession of the
      Certificate representing the Kiwibox Shares to the Lender; the Company
      hereby grants and declares that the first security interest in the Shares
      granted to the Lender under the terms of the Old Notes shall continue
      without interruption and is reconfirmed under the terms of this Note and
      pursuant to the Stock Pledge
Agreement.

            


    

     

    
      
        	
              	
                4. 

              	
                Governing
      Law.  This Note shall be governed by and construed in
      accordance with the laws of the State of New York.  Venue for
      any action pursuant hereto shall be in appropriate state or federal court
      in New York.

              


      

    

    


    
      
        
          
            
              	 
      	
                      MAGNITUDE
      INFORMATION SYSTEMS, INC.

                    
	 
      	 
      	 
      	 
	 
      	
                      BY:

                    	
                       

                    	 
	 
      	 
      	
                      Rudolf
      Hauke (President/CEO)

                    	 
	 
      	 
      	 
      	 


            

          

        

      

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    


    


    


    


    EXHIBIT
A

    


    


    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          DATE

                                        	
                                          AMOUNT

                                        	
                                          UNPAID
      PRINCIPAL BALANCE

                                        	
                                          SIGNATURE

                                        
	
                                          OF
      ADVANCE

                                        	
                                          OF
      ADVANCE 

                                        	 
      	
                                          OF
      LENDER

                                        
	 
      	 
      	 
      	 
      
	
                                          December
      23, 2008

                                        	
                                          $100,000

                                        	
                                          $100,000

                                        	 
      
	
                                          January
      7, 2009

                                        	
                                          $150,000

                                        	
                                          $150,000

                                        	 
      
	
                                          January
      27, 2009

                                        	
                                          $200,000

                                        	
                                          $200,000

                                        	 
      
	
                                          February
      20, 2009

                                        	
                                          $150,000

                                        	
                                          $150,000

                                        	 
      
	
                                          April
      16, 2009

                                        	
                                          $50,000

                                        	
                                          $50,000

                                        	 
      
	
                                          May
      5, 2009

                                        	
                                          $60,000

                                        	
                                          $60,000

                                        	 
      
	
                                          May
      12, 2009

                                        	
                                          $60,000

                                        	
                                          $60,000

                                        	 
      
	
                                          June
      4, 2009

                                        	
                                          $80,000

                                        	
                                          $80’000