CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.32

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THE CONVERSION RIGHTS SET FORTH IN THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THE CONVERSION RIGHTS SET FORTH IN THIS NOTE CAN BE SOLD OR TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.

CHINA MEDIA NETWORKS INTERNATIONAL, INC.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED , upon the terms and subject to the conditions set forth in this convertible promissory note (this “ Note ”), CHINA MEDIA NETWORKS INTERNATIONAL, INC. , a Nevada corporation with its principal place of business at 237 Cedar Hill Street, Marlboro, MA (the “ Company ”), absolutely and unconditionally promises to pay to the order of VICIS CAPITAL MASTER FUND (the “ Holder ”), the principal amount of Three Hundred Thousand Dollars ($300,000.00), together with interest as specified in §2 hereof. Notwithstanding anything to the contrary set forth in this Note, in the event of the consummation of a Convertible Debt Financing (as defined in §5.2 hereof) while any portion of the Loan Balance (as defined in §5.2 hereof) shall remain outstanding, the then outstanding Loan Balance shall, contemporaneously with the consummation of such Convertible Debt Financing, be converted into a Convertible Debenture (as defined in §5.2 hereof). This Note is issued in connection with a certain Securities Purchase Agreement, of even date herewith, between the Company and the Holder (the “ Purchase Agreement ”), all terms of which are incorporated herein by this reference and hereby made a part of this Note. By its acceptance of this Note, the Holder agrees to be bound by the terms of the Purchase Agreement.

§1. Maturity ; Waivers . The entire outstanding Loan Balance shall automatically become due and payable on the earlier of (a) 5:00 P.M., Boston, Massachusetts time on May 3, 2007, and (b) the date of the consummation of a Convertible Debt Financing (in any such case, the “ Maturity Date ”). The Company and every endorser and guarantor of this Note or the obligations represented hereby expressly waive presentment, demand, notice, protest and all other demands and

notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, and to the addition or release of any other party or person primarily or secondarily liable.

§2. Interest; No Commitment . This Note shall bear interest on the principal amount outstanding and unpaid from time to time at a rate of 10% per annum from the date hereof until paid in full. Interest shall be calculated on the basis of a 360-day year and paid for the actual number of days elapsed, and shall accrue and be payable upon the Maturity Date or, thereafter, if any amounts are due and owing by the Company under this Note, then upon demand.

§3. Prepayment . The Company may prepay, in whole or in part, the outstanding Loan Balance, without the prior written consent of the Holder and without premium or prepayment penalty; provided , that the Company shall pay all accrued and unpaid interest through the date of prepayment (unless such interest included in the Loan Balance has been converted pursuant to the terms of §5 hereof) on the principal amount prepaid. All payments to be made by the Company hereunder shall be made in U.S. dollars in immediately available funds, without setoff or counterclaim and without any withholding or deduction whatsoever.

§4. Acceleration Events . If any of the following events or circumstances (each an “ Acceleration Event ”) shall occur:

(a) the Company shall fail to pay any amount of principal or interest or other amount (if any) due under this Note within ten (10) days after the date on which such amount is due and payable hereunder or thereunder; or

(b) the Company (or a material subsidiary of the Company) shall make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Company (or a material subsidiary of the Company) or of any substantial part of its assets or shall commence any case or other proceeding relating to its assets under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or shall take any action to authorize or in furtherance of any of the foregoing; or any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Company (or a material subsidiary of the Company), and the same shall not have been dismissed within sixty (60) days of the filing or commencement thereof or the Company (or a material subsidiary of the Company) shall indicate its approval thereof, consent thereto or acquiescence therein; or a decree or order shall be entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Company (or a material subsidiary of the Company) bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief shall be entered in respect of the Company (or a material subsidiary of the Company) in an involuntary case under any such bankruptcy or insolvency laws; or

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(c) the Company (or a material subsidiary of the Company) shall take any corporate action to liquidate its assets, dissolve or sell all or substantially all of its assets or capital stock, or otherwise, or shall take any corporate action to consolidate or merge with or into any other corporation or business entity unless the Company shall be the surviving legal entity of such consolidation or merger;

then, the Holder, at the Holder’s option at any time thereafter, may declare the then entire and unpaid Loan Balance and all fees and expenses (if any) payable on or in respect of this Note and the obligations evidenced hereby due and payable, and the same shall thereupon forthwith become and be due and payable to the Holder (an “ Acceleration ”) without presentment, demand, protest, notice of protest or any other formalities of any kind, all of which are hereby expres