MAGNITUDEINFORMATION SYSTEMS, INC. PROMISSORYNOTE

Magnitude Information Systems, Inc., a Delaware corporation (the “Company”), for value received hereby promises to pay to Discover Advisory Company (the “Holder”), the principal sum of ___________________________ ($____________), accruing interest 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.

 

1.

Events of Default

 

2.

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.

 

3.

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 hereby grants a first security interest to the Holder 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 Company shall deliver possession of this Certificate to the Holder for safe keeping pursuant to the terms of this Note.