MAGIC MEDIA NETWORKS, INC.
CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
For value received, Magic Media Networks, Inc., a Delaware corporation (the "Company"), hereby promises
to pay to Dr. Harold K. Terry ("Holder"), the principal sum of One Hundred Thousand & 00/100
Dollars ($100,000.00) with simple interest thereon from the date of this Convertible Promissory Note (the
"Note") until paid at the rate of six percent (6%) per annum, calculated on the basis of the actual number of days
elapsed and a year of 365 days. The principal and interest shall be due and payable on the one year anniversary
of the issuance of this Note, unless, at the option of the Holder and pursuant to the terms of Section 1 hereof,
earlier converted into common stock of the Company.
1. Conversion Prior to the Repayment Date.
(a) The Company and the Holder agree that all or a portion of the outstanding principal
hereof (the "Debt") and accrued interest shall, at the election of the Holder (the "Conversion Election"), be
convertible into shares of Common Stock of the Company at a purchase price (the "Conversion Price") equal to
the average closing price of the Company’s Common Stock for the five (5) trading days prior to the date of
receipt of election to convert but not less than $0.05 per share. If the Company at any time while this Note
remains outstanding shall split or subdivide its outstanding shares of Common Stock into a greater number of
shares, pay a dividend on i