Exhibit 10.1






Exhibit 10.1




PROMISSORY NOTE




					
	 	 	 	 	 
	$350,000.00
	 	 
	 	April 9, 2010






FOR VALUE RECEIVED, the undersigned, Here Media Inc., a Delaware corporation, with the principal
place of business at 10990 Wilshire Blvd., Penthouse, Los Angeles, CA 90024 (“Maker”), promises to
pay to the order of Stephen Jarchow, an individual, who has a place of business at 8411 Preston
Road Suite 650 Dallas, TX 75225 (“Lender”), the principal sum of THREE-HUNDRED FIFTY THOUSAND
DOLLARS ($350,000), together with all accrued interest on the unpaid principal balance hereof as
set forth herein. All payments under this Promissory Note (this “Note”) are payable at the address
of Lender, or such other place as the holder hereof may reasonably direct, in lawful money of the
United States of America.




Interest accrues on the outstanding principal balance under this Note at the rate of ten
percent (10%) per annum from the date hereof, and is payable monthly as indicated on the attached
Schedule until the principal under this Note is paid in full.



Principal and interest shall be paid in monthly installments according to the attached
Schedule (“Amortization Information”). The first monthly installment is due and payable on the
third day of May, 2010, and on the first business day of each succeeding month thereafter until
fully paid.



This Note may be prepaid in whole or in part without penalty or premium, at any time from the
date of this Note until this Note is payable in full. Any payment on this Note, whether a
prepayment or otherwise, is to be applied first against fees or charges due hereunder, then against
interest and then against the principal of this Note in inverse order of maturity. No partial
prepayment on this Note excuses any future payments of interest or principal as long as any such
amounts remain unpaid.



The holder of this Note has the right to accelerate this Note and declare all outstanding and
unpaid principal and interest immediately due and payable upon the failure of Maker to make any
payment due hereunder after the same becomes due and payable after the holder of this Note has
given Maker five (5) business days notice to cure any default hereunder. Notwithstanding the
above, if a bankruptcy, liquidation, dissolution or similar proceeding is instituted by or against
Maker under any bankruptcy, insolvency or similar law now or hereafter in effect, and in the case
of any such institution against Maker, the same is not dismissed within 30 days, all outstanding
and unpaid principal and interest under this Note becomes immediately due and payable without any
action on the part of Lender or the holder hereof.



This Note and the rights and obligations of Maker and the holder hereof are to be governed by
and construed and interpreted in accordance with the laws of the State of California applicable to
contracts made and to be performed wholly within California, without regard to choice or conflict
of laws rules.



All provisions of this Note are binding upon and are enforceable by or against Maker and its
heirs, executors, administrators or other legal representatives and successors and assigns.



The holder of this Note is not required to renew, extend or refinance this Note or any amounts
due under this Note.



The debt represented by this Note is a business loan.



	 	 	 	 	 
	 	 	 
	 	By:  	                           /s/ TONY SHYNGLE
 	 
	 	 	Tony Shyngle, CFO 	 
	 	 	Here Media Inc. 	 


 


 









 






Schedule




Amortization Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Rate:
	 	 	10.0	%	 	Number of Years:	 	 	0	 
	 
	Amount of Loan:
	 	$	350,000.00	 	 	Number of Months:	 	 	3	 
	 
	Amount of Payment:
	 	varies according to 
installment	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Installment	 	Principle	 	 	Interest	 	 	Payment	 	 	Loan Balance	 
	1 (May 3, 2010)
	 	$	75,000.00	 	 	$	2,876.71	 	 	$	77,876.71	 	 	$	272,123.29	 
	2 (June 1, 2010)
	 	$	75,000.00	 	 	$	2,260.27	 	 	$	77,260.27	 	 	$	194,863.02	 
	3 (July 1, 2010)
	 	$	200,000.00	 	 	$	1,443.84	 	 	$	201,643.84	 	 	$	0.00	 






Notwithstanding the foregoing Amortization Information, when and as Maker receives funds from the
following advertising deals, Maker will pay such funds directly to Holder’s bank account as
directed by Holder until payment is satisfied in full:





	1.	 	Wells Fargo Bank, N.A. / “Money Minute” advertising

	 
	2.	 	2010 AT&T Mobility Retail Youth Full Year Plan / “Team Out” advertising

	 
	3.	 	Digitas, Inc. (d/b/a/ Digitas Health) for AstraZeneca / “Ask the doctor” advertising






Amortization Summary




	 	 	 	 	 
	Total Interest:
	 	$	6,780.82	 
	 
	Amount of Loan:
	 	$	350,000.00	 
	 
	Total Loan Cost:
	 	$	356,780.82