LOAN AGREEMENT
Exhibit
4.9
THIS
LOAN AGREEMENT (this "Agreement") dated this 31st
day of October, 2006
BETWEEN:
Xxxxx
Xxxxxxx (the "Lender")
OF
THE FIRST PART
AND
Edulink,
Inc., Mega Media Group, Inc. of 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx,
XX
00000
(the
"Borrower" and "Issuer")
OF
THE SECOND PART
IN
CONSIDERATION OF the
Lender agreeing to restructure certain loans (individually and collectively
the
"Loans") to the Borrower, and the Borrower repaying the an to the Lender, both
parties agree to keep, perform and fitlfili the promises and conditions set
out
in this Agreement:
Loan
Amount &
Interest
| 1. |
The
Lender has lent to the Borrower the
following
|
a. $68,000.00
Per Loan Agreement Dated June 28th, 2006
b. $43,000.00
Per Loan Agreement Dated August 2"a , 2006
c. $165,000.00
Per Loan Agreement Dated September 8th, 2006
d. $168,500.00
Per Loan Agreement Dated September 2 th,
2006
The
total
combined amount of the Loan to date is $444,500.
Due
to
the inability of the Borrower to repay the Loan on a timely basis and
with the
acceptance of the Lender the following are the new renegotiated terms of
the
combined
Loan.
Payment
| 2. |
The
Borrower agrees to repay to the Lender the entire amount of the
an by no
later
than October 31St,
2007, at such address as may be provided in writing, with interest
payable on the unpaid principal at the rate of 9.00 percent per
annum,
calculated yearly not in advance.
|
| 3. |
The
Borrower reserves the right to request pre-payment of the Loan, or
any
portion of it, at anytime with 30 days notice to the
Lender.
|
Stock
Conversion Agreement
| 4. |
The
Lender has the right at anytime prior to repayment of the Loan in
full by
the Borrower to convert the Loan, or any portion
of
it, into
the
common stock of the Borrower at $0.30 thirty cents per share, at
which
time Borrower will promptly deliver certificates for the converted
shares
to Lender.
|
| 5. |
Lender
and Borrower each have the full power and authority to enter into
this
Stock Conversion Agreement and this will constitute the legal, valid
and
binding obligation of Lender and
Borrower
enforceable against each party in accordance with its
terms.
|
| 6. |
If
Lender exercises the conversion into the Shares for investment purposes
only and for Lender's own account, not as nominee or agent, and Lender
has
no present intention of selling, transferring or otherwise distributing
or
disposing of the Shares or granting any interests
therein.
|
| 7. |
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.
|
| 8. |
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.
|
| 9. |
Lender
is an "accredited investor" as such term is defined in Rule 501(a)
of
Regulation D promulgated under the Securities Act of 1933, as amended
(the
"Act"), a copy of which Rule is attached hereto as Exhibit
A.
|
| 10. |
Lender
is aware that the Shares 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.
|
| 11. |
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.
|
| 12. |
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."
Default
| 13. |
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
| 14. |
This
Agreement will be construed in accordance with and governed by the
laws of
theStateofNewYork.
|
Costs
| 15. |
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
paidbytheBorrower.
|
Assignment
| 16. |
This
Agreement will pass to the benefit of and be binding upon the respective
heirs, executors, administrators, successors and assigns of the Borrower
and Lender. The Borrower waives presentment for payment, notice of
non-payment, protest,andnoticeofprotest.
|
Amendments
| 17. |
This
Agreement may only be amended or modified by a written instrument
executedbyboththeBorrowerandtheLender.
|
Severability
| 18. |
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
Frovislons
| 19. |
Headings
aze 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 feminineandviceversa.
|
Entire
Agreement
| 20. |
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 31" of October, 2006.
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Xxxxx Xxxxxxx |
||
|
Edulink,
Inc., Mega Media Group, Inc.
|
||
| |
|
|
| By : | /s/ Xxxxxxxxx Xxxxxxx | |
|
Xxxxxxxxx Xxxxxxx |
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