LOANAGREEMENT AND STOCKPURCHASE AGREEMENT

EX-10.1 2 f8k082008ex10_ea2mmgroup.htm LOAN AGREEMENT AND STOCK PURCHASE AGREEMENT f8k082008ex10_ea2mmgroup.htm

LOAN AGREEMENT

AND

STOCK PURCHASE AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") dated this 20th day of August, 2008 BETWEEN:

Eugene Khavinson, 365 Ardsley Street, Staten Island, New York, 10306

(the "Lender")

AND

Mega Media Group, Inc. of 1122 Coney Island Avenue, Brooklyn, NY 11230

(the "Borrower")

IN CONSIDERATION OF the Lender loaning certain monies (the "Loan") to the Borrower, and the Borrower repaying the Loan to the Lender, both parties agree to keep, perform and fulfill the promises and conditions set out in this Agreement:

Loan Amount & Interest

The Lender promises to loan Fifty Thousand, ($50,000.00 ) USD, to the Borrower and the Borrower promises to repay this principal amount to the Lender, at such address as may be provided in writing, with interest payable on the unpaid principal at the rate of 9% per annum, calculated yearly by October 20, 2008. In addition, the lender agrees to extend the loan dated May 12th, 2008 in the amount of Seventy Five Thousand Dollars ($75,000.00) at the rate of 9% per annum upon the same. Therefore, a total loan of $125,000 to be paid in full by October 20th, 2008.

2.	Such loan shall be secured by the accounts receivables of the company.

Stock Option Agreement

3.	On May 12th, 2008 The Lender received an option to purchase five hundred thousand common shares of the company at eleven cents ($0.11) for a period of Twelve Months. In consideration of the extension of such loan and the additional loan made by the Lender the option price has been reduced to five cents ($0.05) per share and the option will expire on August 19th, 2009.

4.	Lender has full power and authority to enter into this Agreement and constitute the legal, valid and binding obligation of Lender enforceable against Lender in accordance with its terms.

Lender has had the opportunity to meet with management of Issuer and ask questions about the terms and conditions of this offering and the operations, business, finances, properties and prospects of Issuer and all such questions have been answered to the satisfaction of Lender. Lender has received all the information that such Lender considers necessary or appropriate for deciding whether to purchase the Shares.

Lender is an investor in securities of companies in the development stage and such Lender is able to fend for itself or himself, can bear the economic risk of an investment in the Shares, and has such knowledge and experience in business and financial matters that such Lender is capable of evaluating the merit and risks of the investment in the Shares.

Lender is aware that the Shares underlying the options have not been registered under the Act. The Shares cannot be sold, transferred, pledged or otherwise distributed by Lender unless a registration statement registering the Shares under the Act has been filed with the Securities and Exchange Commission and has become effective or unless the Shares are sold or otherwise distributed in a transaction in respect of which Issuer has previously received an opinion, satisfactory to Issuer, stating that such registration is not required.

8.	Issuer may prevent transfer and registration of transfer of the Shares unless Issuer shall have received an opinion from counsel satisfactory to it to the effect that any such transfer would not violate the Act of the applicable laws of any state.

In the event of conversion Issuer shall cause each stock certificate evidencing the Shares to bear the following legend:

"These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). These securities may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to such securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required."

Payment

10.	This Loan will be paid in full by October 201h, 2008.

Default

11.	Notwithstanding anything to the contrary in this Agreement, if the Borrower defaults in the performance of any obligation under this Agreement, then the Lender may declare the principal amount owing and interest due under this Agreement at that time to be immediately due and payable.

Governing Law

12.	This Agreement will be construed in accordance with and governed by the laws of the State of New York.

Costs

13.	All costs, expenses and expenditures including, without limitation, the complete legal costs incurred by enforcing this Agreement as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately be paid by the Borrower.

14.	This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower. The Borrower waives presentment for payment, notice of non-payment, protest, and notice of protest.

Amendments

15.	This Agreement may only be amended or modified by a written instrument executed by both the Borrower and the Lender.

Severability

16.	The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

General Provisions

17.	Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Entire Agreement

18.	This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF, the parties have duly affixed their signatures under hand and seal on this 20th day of August, 2008.

/s/ Eugene Khavinson

Eugene Khavinson

Mega Media Group, Inc.

/s/