Bridge Loan Agreement

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This Bridge Loan Agreement involves

MEGA MEDIA GROUP INC

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Title: Bridge Loan Agreement
Date: 7/16/2008

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First Capital Invest Corp

c/o Kurt Dalmata

Florastrasse 14

CH-8008 Zurich

Switzerland

+41 44 202 00 80 Tel

+41 44 202 00 82 Fax

July 10 th , 2008

Mega Media Group, Inc. Alex Shvarts

1122 Coney Island Avenue Brooklyn, NY 11230

By Fax 646-417-5109

RE: Conversion of Bridge Loan

Dear Mr. Shvarts,

As per the Bridge Loan Agreement dated March 14th, 2007, we are offering to convert the loan plus interest accrued into shares at 10 cents per share. If you so accept please acknowledge and have the shares issued. If you acknowledge and issue the shares then the loan and the accrued interest amounts are considered satisfied in full.

Agreed and Accepted by

/s/ Kurt Dalmata

By: First Capital Invest Corp

Date: July 10th, 2008

Kurt Dalmata

/s/ Alex Shvarts

Mega Media Group, Inc.

Alex Shvarts, CEO

Mega Media Group, Inc

BOARD RESOLUTION APPROVING ISSUANCE OF SHARES

WHEREAS, this Board of Directors deems it desirable and in the best interests of this corporation to issue shares totaling 2,793,014 in exchange for the conversion of loan and interest for loan with First Capital Invest Corp ("FCIC").

NOW, THEREFORE, BE IT RESOLVED, that this corporation issue on or about July 11, 2008 Two Million Seven Hundred Ninety-Three Thousand Three and Fourteen Shares (2,729,014) in exchange for satisfaction of the Loan Agreement Dated March 14th, 2007, for the principal of $250,000 and accrued interest of $29,301.37 convertible at a rate of $0.10 per share. This will satisfy in full the entire amount of the loan as per attached agreement.

RESOLVED FURTHER, that the President or the Chief Financial Officer of this corporation are hereby authorized, directed and empowered to execute, for and on behalf of this corporation and in its name, any and all documents required in connection with the Loan, including but not limited to the Note, substantially