references to we, us or our company refer to Santa Monica Media Corporation

Exhibit 10.6

December 31, 2005

David Marshall
President
Santa Monica Media Corporation
9229 Sunset Blvd, Ste 505
Los Angeles, CA 90069

To: Santa Monica Media Corporation,

This letter is to confirm the extension of our $240,000 note to Santa Monica Media Corporation (SMMC) from Santa Monica Capital Partners. The Note, originally due on the earlier of December 31, 2005 or a completed Initial Public Offering by SMMC, is now extended to the earlier of December 31, 2006, or a completed Initial Public Offering by SMMC. All interest will continue to accrue until full payment is received.

Agreed:
Santa Monica Capital Partners LLC
By Santa Monica Capital Corp., its managing member
By:
/s/ David Marshall
David Marshall
President
Santa Monica Media Corporation By:
/s/ David Marshall
David Marshall
President