Exhibit 4.2
THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS
AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE
APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,
THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
SECURED PROMISSORY
NOTE
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$300,000.00
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March 13,
2009
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FOR VALUE RECEIVED, Options Media Group
Holdings, Inc., a Nevada corporation (the “Company”),
hereby promises to pay to the order of GFT Holdings, Inc., a
Delaware corporation (the “Holder”), at 5014
Sanctuary Lane, Boca Raton, FL 33431, or at such other office as
the Holder designates in writing to the Company, the principal sum
of Three Hundred Thousand and No/100 Dollars ($300,000.00),
together with interest thereon computed at the annual rate of
seven percent (7%). Principal and interest shall be due
and payable June 30, 2009. While in default, this Note shall
bear interest at the lesser of (i) the rate of 18% per annum or
(ii) such maximum rate of interest allowable under the laws of the
State of Florida. Payments shall be made in lawful money of the
United States. This Note is secured by the obligations under
that certain Secured Loan Agreement of even date herewith (the
“Agreement”). Capitalized terms used, but not
otherwise defined herein, shall have the meaning ascribed to such
terms in the Agreement.
1.
Events of Default
. In the event of any failure to
pay this Note when due including the prepayment provision of
Section 2, or if the Company shall commence any case, proceeding or
other action under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency,
reorganization, or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it as
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to its debts, or seeking appointment of a
receiver, custodian, trustee or other similar official for it or
for all or any substantial part of its assets; or there shall be
commenced against the Company, any case, proceeding or other action
which results in the entry of an order for relief or any such
adjudication or appointment remains undismissed, undischarged or
unbonded for a period of 30 days; or there shall be commenced
against the Company, any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, restraint or
similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded
pending appeal within 10 days from the entry thereof; or
the
