10% Convertible Promissory Note

Exhibit 4.21

10% Convertible Promissory Note

           FOR VALUE RECEIVED , NGTV, a California corporation (the “ Company ”), with their primary offices located at 9944 Santa Monica Blvd., Beverly Hills, California 90212, promises to pay to the order of « Holder » (the “ Holder ”), upon the terms set forth below, the principal sum of $«Amount» plus interest on the unpaid principal sum outstanding at the rate of 10% per annum (this convertible promissory note, the “ Note ”). This Note has the same terms and conditions as a series of notes (collectively, the “ Notes ”) of like tenor and kind in the aggregate principal amount of not more than $6,000,000, issued in connection with an offering of Notes by the Company in accordance with the terms and conditions of the Company’s Confidential Private Offering Memorandum dated October 13, 2005 (the “ Memorandum ”). The Notes, other than this Note, are sometimes hereinafter referred to as the “ Other Notes ”.

          (a) This Note is subject to a mandatory conversion (the “Conversion”) whereby, in the event that prior to the Maturity Date the Company completes an initial public offering of its securities, resulting in gross proceeds to the Company of at least $20,000,000 (the “ IPO ”), the outstanding principal amount of the Note and all accrued and unpaid interest thereon will be converted into securities of the Company, as hereinafter described. The Conversion shall not take effect unless the effective date of the IPO occurs prior to the Maturity Date. Upon the closing of the IPO, all outstanding principal and any accrued and unpaid interest shall be converted at the initial closing of the IPO into securities identical to the securities to be offered in the IPO (the “ IPO Securities ”), at a conversion price equal to a 33 ¹ / 3 % discount to the IPO offering price.

          (b) Issuance of the IPO Securities shall only occur upon surrender of the original of this Note to the Company at its principal place of business or delivery to the

Company of an Affidavit of Lost Note and such form of bond or security as is reasonably satisfactory to the Company.

          (c) In the event the IPO is not completed prior to the Maturity Date, this Note will become immediately due and payable without notice to or demand upon the Company and, in addition to repayment of this Note on the Maturity Date, a warrant (the “ Post-Maturity Warrant ”) will be issued to Holder entitling Holder to purchase the number of shares of common stock of NGTV as is equal to the principal amount of this Note, exercisable for a period of five years from the date of issuance at an exercise price equal to the fair market value of one share of common stock of the Company as of the Maturity Date. The fair market value of the NGTV common stock will be mutually agreed upon, in good faith, by NGTV and Capital Growth Financial, LLC, on behalf of the holders of the Notes, as a group (“ CGF ”); or, in the absence of such agreement, by binding arbitration to be conducted before the American Arbitration Association in Palm Beach County, Florida (the “ Arbitration ”). In the absence of agreement between the Company and CGF as to the fair market value of the Company’s common stock, either the Company or CGF may commence the Arbitration, which shall be conducted in accordance with the AAA’s commercial rules for arbitration, before one arbitrator. The expenses of the Arbitration shall be borne one-half by the Company and one-half by the Holder and the holders of the Other Notes, as a group. By acceptance of this Note, Holder agrees to pay its allocable portion of the expenses attributable to the holders of the Notes, as a group, including the fees and expenses of counsel selected by CGF. The Post-Maturity Warrant will be in the form attached as Exhibit B to the Memorandum, and will include the piggyback registration rights set forth in Section 15 thereof.

          (d) In consideration of the investment in this Note, the Company has agreed, to the extent described in this Note and the Memorandum, to register in the IPO Registration Statement (as such term is defined in the Memorandum) resale of the securities into which this Note may be converted (the “Conversion Securities”). In addition, if resale of the Conversion Securities is not then covered by an effective registration statement and the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders (other than a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction on Form S-4, or a registration on any registration form that does not permit secondary sales), the Company will: (i) promptly notify the Holder of such determination; and (ii) include in such registration statement (and any related qualifications under applicable blue sky or other state securities laws), at the Company’s sole cost and expense, except as set forth in subsection (x) below, those Conversion Securities specified in a written request or requests made by any Holder and received by the Company within twenty (20) days after the written notice from the Company described in clause (i) above is delivered by the Company. Such written request may specify all or a part of Holder’s Conversion Securities. (x) If the registration statement of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as a part of the written notice given pursuant to subsection (a)(i), above. In such event, the right of Holder to registration pursuant to this section shall be conditioned upon such Holder’s participation

in such underwriting and the inclusion of such Holder’s Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwritin