EFTA02430988

To: Jeffrey [email protected]] From: Adam Bly Sent Tue 2/2/2010 7:00:19 PM Subject Fwd: Promissory Note Does this work? Begin forwarded message: From: Vera Savcic <MMIMIIMMINa> Date: February 2, 2010 1:43:45 PM EST To: Adam Bly Subject: Promissory Note Hi Adam, I spoke with Neil Raymond and David Peterson and based on my conversation with them, these are the terms under which we believe the Note could be structured between yourself and Seed Media Group LLC: • Amount: $500,000 • Term: 120 days, with a 30-day grace period for repayment • Interest Rate: 12% per annum simple interest payable monthly • The note is convertible at any time during the life of the loan at the lender's option into Series C preferred shares • Priority of repayment - First preferred position during the life of the loan • No pre-payment penalty The Company reserves the right to make this same offer to other interested panics so long as the total loan amount is not greater than $1mm. Vera Savcic CFO, SVP Finance & Operations Seed Media Group LLC htto://www seedmediagroup.com/ EFTA_R1_01501084 EFTA02430988