Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

This Settlement Agreement and Mutual General Release (hereinafter, the “Agreement”) is made and entered into as of May ___, 2009 by and between Golden State Equity Investors, Inc., a California corporation (formerly known as Golden Gate Investors, Inc.) (“GSEI”) and Mega Media Group, Inc., a Nevada corporation (“Mega”). GSEI and Mega will sometimes be referred to individually as a “Party” and collectively as the “Parties” throughout this Agreement.

RECITALS

A.   WHEREAS, GSEI filed a Complaint in the Superior Court of the State of California, County of San Diego (the “Court”) bearing case number 37-2009-00085176-CU-CO­CTL in which GSEI alleged claims against Mega, in which GSEI asserted a cause of action for breach of contract regarding the Investment Agreements (as defined in the aforementioned Complaint) against Mega (the “Action”); and

disputes between them.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties agree as follows:

AGREEMENT

1.               Recitals: The Recitals set forth above are an integral part of this

Agreement, and shall be used in any interpretation of this Agreement.

2.               Payment: Mega agrees to pay GSEI the aggregate sum of $250,000.00

(the “Settlement Amount”), payable as follows:

(a)   Mega shall pay to GSEI in cash, via wire transfer or other available funds, the amounts at such times as set forth on the Payment Schedule attached hereto as Schedule 1.

(b)   Mega’s payments made pursuant to Section 2(a) hereof must be received by GSEI no later than two business days after the applicable date listed in the Payment Schedule attached hereto as Schedule 1.

Notwithstanding the foregoing, in the event that (i) Mega has satisfied all of the payments listed in Schedule 1 attached hereto through February 1, 2010, for an aggregate payment amount of $125,000, on or prior to February 1, 2010, and (ii) an Event of Default has not occurred under this Agreement on or prior to February 1, 2010, then the Settlement Amount shall be deemed paid in full. Should any payment described in this Section not be timely received by GSEI, such that an Event of Default exists under this Agreement, the outstanding Settlement Amount shall accrue interest from the date hereof at a rate of 9.75% per annum.

3.               Notice of Conditional Settlement; Dismissal of Action; and Stipulated  Judgment: Concurrent with the execution of this Agreement, the Parties agree that a Notice of Conditional Settlement will be filed with the Court. Further, upon GSEI’s receipt of the entire Settlement Amount, or as soon as reasonably practicable thereafter, GSEI shall cause the Action to be dismissed with prejudice. Concurrently with the execution of this Agreement, GSEI and Mega shall enter into that certain Stipulation for Future Entry of Judgment attached hereto as Exhibit A (the “Stipulation”).

4.               Event of Default: Each of the following shall constitute an “Event of Default” under the terms of this Agreement:

(a)   Any failure by Mega to make any scheduled payment of the Settlement Amount within two days of the dates set forth in Section 2 of this Agreement; and

(b)   Any breach of the representations or covenants made by the Parties in this Agreement.

5.               Mutual Releases: Effective upon its receipt of the Settlement Amount, and except as to obligations created herein, GSEI, for itself and its past and present shareholders, officers, directors, employees, administrators and representatives, hereby fully releases, remises, acquits and forever discharges Mega, and its affiliates, predecessors and successors, together with each of their past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, fiduciaries and assigns, from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or nature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to, or described in the Action or the Investment Agreements, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing.

Effective upon execution of this Agreement and except as to obligations created herein, Mega, for itself and its past and present shareholders, officers, directors, employees, administrators and representatives, hereby fully releases, remises, acquits and forever discharges GSEI, and its affiliates, predecessors and successors, together with each of their past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, fiduciaries and assigns from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or nature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to, or described in the Action or the Investment Agreements, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing.

6.               Section 1542 Waiver: Each Party to this Agreement acknowledges and affirms that it is familiar with Section 1542 of the California Civil Code, which provides that:

Each Party knowingly and voluntarily waives the provisions of Section 1542 of the California Civil Code, as against each Party released hereby, and acknowledges and agrees that this waiver is an essential and material term of this settlement which led to this Agreement, and that without such waiver, the settlement reflected in this Agreement would not have been entered into. Each Party further acknowledges the significan