PROMISSORYNOTE

FOR VALUE RECEIVED, Lateral Media, Inc. (the “Borrower”) hereby promises to pay to the order of Trinad Capital Master Fund, Ltd. (the “Lender”), in lawful money of the United States of America at the office of the Lender at 2121 Avenue of the Stars, Suite 1650, Los Angeles, CA 90067, or at such other place or places or to such other party or parties as the Lender may from time to time designate, the principal sum of  TWO HUNDRED THOUSAND DOLLARS ($200,000) as follows:

The Borrower shall pay the entire principal balance of this Note in one payment on March 1, 2010 (such period, the “Term”).  Interest shall accrue on the then outstanding principal balance of this Note at a fixed interest rate per annum equal to 6%.  In addition to the payment of principal hereunder, all accrued interest then outstanding shall be payable in arrears on the last day of the Term along with repayment of the outstanding principal balance.  Interest shall be calculated on the basis of actual days elapsed and a 360-day year.  If any amount due under this Note is not paid in full within 10 days of the due date, whether as stated or by acceleration, interest on the unpaid principal balance shall continue to accrue and shall thereafter be increased effective as of such due date to a rate per annum equal to 8%.

It is the intent of the Lender and of the Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the “Maximum Legal Rate”).  Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically cancelled and, if received by the Lender, shall be applied to the principal balance of this Note or, if no principal balance remains outstanding, then such amount shall be refunded to the Borrower.

Upon the occurrence of any one or more of the following events (each, an “Event of Default”), the Lender at its option may declare all amounts due hereunder, including, without limitation, the entire unpaid principal balance of this Note and any accrued, unpaid interest thereon, to be immediately due and payable without notice or protest (both of which are hereby waived):

Upon the occurrence and continuance of any Event of Default hereunder, (i) the Lender may declare the principal balance of this Note to be immediately due and payable, provided, however, in the case of an Event of Default described in paragraphs (b) or (c) above, all amounts payable by the Borrower hereunder, including, without limitation, the principal balance and all accrued interest on this Note, shall automatically become immediately due and payable, without notice, action or election by the Lender, and (ii) the Lender may enforce any other rights granted pursuant to this Note, any other document, or by applicable law.  All of the rights of the Lender hereunder shall be cumulative and not exclusive, and each of which may be exercised singly, repetitively, in any combination, and in any order.  The Lender’s rights and remedies hereunder may be exercised without resort or regard to any other source of satisfaction of any liabilities owing by the Borrower to the Lender.  No inconsistency between the default provisions of this Note and any other agreement shall be deemed to create any additional notice, cure or grace period or derogate from the express terms of such provisions.

Upon the occurrence of an Event of Default, the Borrower agrees to pay on demand all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred or paid by the holder(s) hereof in collecting or enforcing this Note.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.  No failure on the part of the Lender in exercising any right or remedy hereunder, and no single, partial or delayed exercise by the Lender of any right or remedy shall preclude the full and timely exercise by the Lender at any time of any right or remedy of the Lender hereunder without notice.  No course of dealing or other conduct, no oral agreement or representation made by the Lender or usage of trade shall operate as a waiver of any right or remedy of the Lender.  This Note contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement or representation previously made by the Lender.  In the event that any court of competent jurisdiction shall determine that any provision, or portion thereof, contained in this Note shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and the remaining provisions of this Note shall nevertheless remain in full force and effect.

None of the terms or provisions of this Note may be excluded, modified, or amended except by a written instrument duly executed on behalf of both the Borrower and the Lender expressly referring hereto and setting forth the provision so excluded, modified or amended.  No waiver or forbearance of any of the rights and remedies of the Lender hereunder shall be effective unless made specifically in a writing signed by the Lender, and any such waiver or forbearance shall be effective only in the specific instance and for the specific purpose for which given.

This Note shall be binding upon the Borrower and shall be enforceable against the Borrower and its successors, and shall inure to the benefit of the Lender and its successors, endorsees and assigns.  The Borrower may not assign this Note or any rights hereunder without the express written consent of the Lender.  The Lender may assign this Note in whole or in part, or may grant participations in this Note from time to time, without notice to, or consent from, the Borrower.

If more than one Borrower signs this Note, the term “Borrower” shall include each such signatory, individually and collectively, and each such signatory, together with any endorser or guarantor of this Note, shall be jointly and severally liable hereunder.  No person obligated on account of this Note may seek contribution from any other person also obligated hereon unless and until all liabilities to the Lender of the person from whom contribution is sought have been satisfied in full.

THIS NOTE IS DELIVERED TO THE LENDER AT ITS PRINCIPAL OFFICE IN THE STATE OF CALIFRONIA AND SHALL BE GOVERNED BY AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.  THE BORROWER AND EACH ENDORSER OF THIS NOTE SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA AND OF THE UNITED STATES DISTRICT COURTS SITUATED THEREIN FOR ALL PURPOSES WITH RESPECT TO THIS NOTE.

THE BORROWER HEREBY EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS NOTE, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY DEFENSE, AFFIRMATIVE DEFENSE, COUNTERCLAIM OR THE LIKE ASSERTED AGAINST THE LENDER.