THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO THE TUBE MEDIA CORP. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    
      	
              Principal
                Amount $40,000.00

            	
              Issue
                Date: October 23, 2006

            


    

    


    CONVERTIBLE
      NOTE

    


    FOR
      VALUE
      RECEIVED, THE TUBE MEDIA CORP., a Delaware corporation (hereinafter called
      "Borrower"), hereby promises to pay to Michael Brauser located at Marlin Capital
      Partners, 595 S Federal Highway, Boca Raton, FL 33432 (the "Holder") or order,
      without demand, the sum of Forty Thousand Dollars ($40,000.00), with interest
      accruing thereon, on December 31, 2006 (the "Maturity Date"), if not retired
      sooner.

    


    The
      following terms shall apply to this Note:

    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Interest
      Rate.
      Interest shall accrue on this Note at the rate of 8% per annum based on 365
      day
      calendar year. Following the occurrence and during the continuance of an Event
      of Default, which, if susceptible to cure is not cured within ten (10) days,
      otherwise then from the first date of such occurrence, the annual interest
      rate
      on this Note shall (subject to Section 4.7) be fifteen percent (15%) and
      calculated on a 365 day year.

    


    1.2 Maturity
      Date.
      Subject
      to the right of the Holder with respect to its conversion rights hereunder,
      all
      principal with interest accruing thereon is otherwise due on the earlier
      December 31, 2006 (the "Maturity Date"); provided
      however, that should the Borrower close a subsequent financing transaction
      of
      either debt or equity in an amount exceeding $1,000,000 prior to the Maturity
      Date, then this Note shall become due and payable in full at such closing of
      the
      subsequent financing, inclusive of all interest

    


    1.3 Conversion
      Privileges.
      The
      Conversion Privileges set forth in Article II shall remain in full force and
      effect immediately from the occurrence of an Event of Default as defined in
      Article III hereof and until the Note is paid in full regardless of the
      subsequent cure of the Event of Default. The Note shall be payable in full
      on
      the Maturity Date, unless previously converted into Common Stock in accordance
      with Article II hereof.


    
      
        
        

      

      
        1

        
          

        

      

       

    


    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the principal and any interest due under
      this Note into Shares of the Borrower's Common Stock, $.0001 par value per
      share
      (“Common Stock”) as set forth below.

    


    2.1. Conversion
      into the Borrower's Common Stock.

    


    (a) The
      Holder shall have the right from and after the date of the occurrence of an
      Event of Default and then at any time until this Note is fully paid, to convert
      any outstanding and unpaid principal portion of this Note, and accrued interest,
      at the election of the Holder (the date of giving of such notice of conversion
      being a "Conversion Date") into fully paid and nonassessable shares of Common
      Stock as such stock exists on the date of issuance of this Note, or any shares
      of capital stock of Borrower into which such Common Stock shall hereafter be
      changed or reclassified, at the conversion price as defined in Section 2.1(b)
      hereof (the "Conversion Price"), determined as provided herein. Upon delivery
      to
      the Borrower of a completed Notice of Conversion, a form of which is annexed
      hereto, Borrower shall issue and deliver to the Holder within three (3) business
      days after the Conversion Date (such third day being the “Delivery Date”) that
      number of shares of Common Stock for the portion of the Note converted in
      accordance with the foregoing. At the election of the Holder, the Borrower
      will
      deliver accrued but unpaid interest on the Note, if any, through the Conversion
      Date directly to the Holder on or before the Delivery Date (as defined in the
      Subscription Agreement). The number of shares of Common Stock to be issued
      upon
      each conversion of this Note shall be determined by dividing that portion of
      the
      principal of the Note and interest, if any, to be converted, by the Conversion
      Price.

    


    (b)  Subject
      to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
      share shall be $2.25 (“Conversion Price).

    


    (c) 
      The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 2.1(a), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

    


    A. Merger,
      Sale of Assets, etc. If the Borrower at any time shall consolidate with or
      merge
      into or sell or convey all or substantially all its assets to any other
      corporation, this Note, as to the unpaid principal portion thereof and accrued
      interest thereon, shall thereafter be deemed to evidence the right to purchase
      such number and kind of shares or other securities and property as would have
      been issuable or distributable on account of such consolidation, merger, sale
      or
      conveyance, upon or with respect to the securities subject to the conversion
      or
      purchase right immediately prior to such consolidation, merger, sale or
      conveyance. The foregoing provision shall similarly apply to successive
      transactions of a similar nature by any such successor or purchaser. Without
      limiting the generality of the foregoing, the anti-dilution provisions of this
      Section shall apply to such securities of such successor or purchaser after
      any
      such consolidation, merger, sale or conveyance.

    


    B. Reclassification,
      etc. If the Borrower at any time shall, by reclassification or otherwise, change
      the Common Stock into the same or a different number of securities of any class
      or classes that may be issued or outstanding, this Note, as to the unpaid
      principal portion thereof and accrued interest thereon, shall thereafter be
      deemed to evidence the right to purchase an adjusted number of such securities
      and kind of securities as would have been issuable as the result of such change
      with respect to the Common Stock immediately prior to such reclassification
      or
      other change.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    C. Stock
      Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
      or combined into a greater or smaller number of shares of Common Stock, or
      if a
      dividend is paid on the Common Stock in shares of Common Stock, the Conversion
      Price shall be proportionately reduced in case of subdivision of shares or
      stock
      dividend or proportionately increased in the case of combination of shares,
      in
      each such case by the ratio which the total number of shares of Common Stock
      outstanding immediately after such event bears to the total number of shares
      of
      Common Stock outstanding immediately prior to such event..

     

    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly mail to the Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.

    


    2.2 Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this
      Note, a new Note containing the same date and provisions of this Note shall,
      at
      the request of the Holder, be issued by the Borrower to the Holder for the
      principal balance of this Note and interest which shall not have been converted
      or paid.

    


    2.3 Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares of Common Stock which would be
      in
      excess of the sum of (i) the number of shares of Common Stock beneficially
      owned
      by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock
      issuable in connection with the unconverted portion of the Note, and (iii)
      the
      number of shares of Common Stock issuable upon the conversion of the Note with
      respect to which the determination of this provision is being made on a
      Conversion Date, which would result in beneficial ownership by the Holder and
      its affiliates of more than 4.99% of the outstanding shares of Common Stock
      of
      the Borrower on such Conversion Date. For the purposes of the provision 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, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
      shall not be limited to aggregate conversions of only 4.99% and aggregate
      conversion by the Holder may exceed 4.99%. The Holder shall have the authority
      and obligation to determine whether the restriction contained in this Section
      2.3 will limit any conversion hereunder and to the extent that the Holder
      determines that the limitation contained in this Section applies, the
      determination of which portion of the Notes are convertible shall be the
      responsibility and obligation of the Holder. The Holder may waive the conversion
      limitation described in this Section 2.3, in whole or in part, upon and
      effective after 61 days prior written notice to the Borrower to increase such
      percentage to up to 9.99%. 

    


    ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    3.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of principal, interest or other sum due
      under this Note when due and such failure continues for a period of ten (10)
      days after the due date. The ten (10) day period described in this Section
      3.1
      is the same ten (10) day period described in Section 1.1 hereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    3.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant of this Note in any material respect
      and
      such breach, if subject to cure, continues for a period of ten (10) business
      days after written notice to the Borrower from the Holder.

    


    3.3 Breach
      of Representations and Warranties.
      Any
      material representation or warranty of the Borrower made herein, or in any
      agreement, statement or certificate given in writing pursuant hereto or in
      connection therewith shall be false or misleading in any material respect as
      of
      the date made and the Closing Date, and would otherwise have a material adverse
      effect on the Borrower.

    


    3.4 Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

    


    3.5 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $500,000, and
      shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
      days.

    


    3.6 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within 45 days of initiation.

    


    3.7  Delisting.
      Delisting of the Common Stock from any Principal Market; failure to comply
      with
      the requirements for continued listing on a Principal Market for a period of
      seven consecutive trading days; or notification from a Principal Market that
      the
      Borrower is not in compliance with the conditions for such continued listing
      on
      such Principal Market.

    


    3.8 Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $500,000 for more than twenty days after the due
      date, unless the Borrower is contesting the validity of such obligation in
      good
      faith.

    


    3.9 Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension that lasts
      for five or more consecutive trading days.

    


    3.10 Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to timely deliver Common Stock to the Holder pursuant to
      and
      in the form required by this Note or, if required, a replacement
      Note.

    


    3.11 Reservation
      Default.
      Failure
      by the Borrower to have reserved for issuance upon conversion of the Note the
      amount of Common stock as set forth in this Note.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    


    HOLDER
      REPRESENTATIONS

    


    Holder
      hereby represents and warrants to and agrees with the Company only as to such
      Holder that:

    


    (a) Information
      on Company.
      The
      Holder has been furnished with or has had access at the EDGAR Website of the
      Commission to the Company's Form 10-KSB for the year ended December 31, 2005
      and
      all periodic reports filed with the Commission thereafter not later than five
      days before the Closing Date (hereinafter referred to as the "Reports").
      In
      addition, the Holder has received in writing from the Company such other
      information concerning its operations, financial condition and other matters
      as
      the Holder has requested in writing (such other information is collectively,
      the
      "Other
      Written Information"),
      and
      considered all factors the Holder deems material in deciding on the advisability
      of investing in the Securities. 

    


    (b) Information
      on Holder.
      The
      Holder is, and will be at the time of the conversion of the Notes, an
      "accredited investor", as such term is defined in Regulation D promulgated
      by
      the Commission under the 1933 Act, is experienced in investments and business
      matters, has made investments of a speculative nature and has purchased
      securities of United States publicly-owned companies in private placements
      in
      the past and, with its representatives, has such knowledge and experience in
      financial, tax and other business matters as to enable the Holder to utilize
      the
      information made available by the Company to evaluate the merits and risks
      of
      and to make an informed investment decision with respect to the proposed
      purchase, which represents a speculative investment. The Holder has the
      authority and is duly and legally qualified to purchase and own the Securities.
      The Holder is able to bear the risk of such investment for an indefinite period
      and to afford a complete loss thereof. The information set forth on the
      signature page hereto regarding the Holder is accurate.

    


    (c) Purchase
      of Notes.
      On the
      Closing Date, the Holder will purchase the Notes as principal for its own
      account for investment only and not with a view toward, or for resale in
      connection with, the public sale or any distribution thereof, but Holder does
      not agree to hold the Notes and Warrants for any minimum amount of
      time.

    


    (d) Compliance
      with Securities Act.
      The
      Holder understands and agrees that the Securities have not been registered
      under
      the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of Holder
      contained herein), and that such Securities must be held indefinitely unless
      a
      subsequent disposition is registered under the 1933 Act or any applicable state
      securities laws or is exempt from such registration. Notwithstanding anything
      to
      the contrary contained in this Agreement, such Holder may transfer (without
      restriction and without the need for an opinion of counsel) the Securities
      to
      its Affiliates (as defined below) provided that each such Affiliate is an
“accredited investor” under Regulation D and such Affiliate agrees to be bound
      by the terms and conditions of this Agreement. For the purposes of this
      Agreement, an “Affiliate”
of
      any
      person or entity means any other person or entity directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such
      person or entity. Affiliate when employed in connection with the Company
      includes each Subsidiary [as defined in Section 5(a)] of the Company. For
      purposes of this definition, “control”
means
      the power to direct the management and policies of such person or firm, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Shares
      Legend.
      The
      Shares shall bear the following or similar legend:

     

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
      OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TUBE MEDIA CORP. THAT SUCH
      REGISTRATION IS NOT REQUIRED."

    


    (f) Note
      Legend.
      The
      Note shall bear the following legend:

     

    "THIS
      NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO THE TUBE MEDIA CORP. THAT SUCH REGISTRATION IS NOT
      REQUIRED."

     

    (g) Communication
      of Offer.
      The
      offer to sell the Securities was directly communicated to the Holder by the
      Company. At no time was the Holder presented with or solicited by any leaflet,
      newspaper or magazine article, radio or television advertisement, or any other
      form of general advertising or solicited or invited to attend a promotional
      meeting otherwise than in connection and concurrently with such communicated
      offer.

     

    (h) Authority;
      Enforceability.
      This
      Agreement and other agreements delivered together with this Agreement or in
      connection herewith have been duly authorized, executed and delivered by the
      Holder and are valid and binding agreements enforceable in accordance with
      their
      terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws of general applicability relating to or affecting
      creditors’ rights generally and to general principles of equity; and Holder has
      full corporate power and authority necessary to enter into this Agreement and
      such other agreements and to perform its obligations hereunder and under all
      other agreements entered into by the Holder relating hereto.

    


    (i) No
      Governmental Review.
      Holder
      understands that no United States federal or state agency or any other
      governmental or state agency has passed on or made recommendations or
      endorsement of the Securities or the suitability of the investment in the
      Securities nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Securities.

    


    (j) Correctness
      of Representations.
      Holder
      represents as that the foregoing representations and warranties are true and
      correct as of the date hereof and, unless a Holder otherwise notifies the
      Company prior to the Closing Date shall be true and correct as of the Closing
      Date.

    


    (k) Survival.
      The
      foregoing representations and warranties shall survive the Closing Date until
      three years after the Closing Date.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      V

    


    MISCELLANEOUS

    


    5.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    5.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: The Tube Media Corp., 1451
      West Cypress Creek Road, Ft. Lauderdale, FL 33309, Attn: Celestine F. Spoden,
      telecopier: 954-714-8500, with a copy by telecopier only to: Blank Rome LLP,
      1200 N. Federal Highway, Suite 417, Boca Raton, FL 33432, Attn: Bruce C.
      Rosetto, Esq., telecopier: (561) 417-8186, and (ii) if to the Holder, to the
      name, address and telecopy number set forth on the front page of this
      Note.

    


    5.3 Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    5.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and
      assigns.

    


    5.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    5.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Florida. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the state
      courts of Florida or in the federal courts located in the state of Florida.
      Both
      parties and the individual signing this Agreement on behalf of the Borrower
      agree to submit to the jurisdiction of such courts. The prevailing party shall
      be entitled to recover from the other party its reasonable attorney's fees
      and
      costs.

    


    5.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    5.8 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the shares of Common Stock
      to
      be received by Holder after delivery by the Holder of a Conversion Notice to
      the
      Borrower.

     

    [THIS
      SPACE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        8

        
          

        

      

       

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the 23rd day of October, 2006.

    
      	 	 	 
	 	THE
              TUBE MEDIA
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Celestine F. Spoden
	 	
              
Name:
              Celestine F. Spoden
	 	Title:
              Chief Financial Officer


    

     

    
      	WITNESS:	 	 	 
	 	 	 	 
	 	 	 	 
	/s/
              Deborah
              Ely	 	 	 
	
              
Deborah
              Ely	 	 	
            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

       

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)


    


    The
      undersigned hereby elects to convert $_________ of the principal and $_________
      of the interest due on the Note issued by The Tube Media Corp. on October ___,
      2006 into Shares of Common Stock of The Tube Media Corp. (the "Borrower")
      according to the conditions set forth in such Note, as of the date written
      below.

     

    


    Date
      of
      Conversion:
      ____________________________________________________________________

    


    


    Conversion
      Price:
      ______________________________________________________________________

    


    


    Shares
      To
      Be Delivered:
      _________________________________________________________________

    


    


    Signature:
      ____________________________________________________________________________

    


    


    Print
      Name:
      __________________________________________________________________________

    


    


    Address:
      _____________________________________________________________________________

    


     ____________________________________________________________________________

     

    
      
        
        

      

      
        10