Amended And Restated Time Brokerage Agreement

Exhibit 10.1





AGREEMENT



This AGREEMENT ("Agreement") is made and entered into as of April 27, 2009, by and among Island Broadcasting Company, a New York general partnership ("Island"), Echo Broadcasting Group, Inc., a New York corporation ("Echo") and Mega Media Group, Inc., a Nevada corporation ("Mega," and together with Island and Echo, the "Parties," an each, a "Party").



Recitals



A. Island and Echo are parties to that certain Time Brokerage Agreement, dated November 1, 2005, as amended November 9, 2007, and further amended January 9, 2009 (the "TBA"), relating to the programming provided by Echo to Island's low power television station's ancillary audio service operating on 87.74 mHz at New York, New York; and



B. For purposes of further amending and clarifying the terms of the TBA, primarily with respect to Echo's payment of fees to Island pursuant thereto, Island and Echo have agreed to execute an Amended and Restated Time Brokerage Agreement of even date herewith (the "Amended and Restated TBA"); and



C. Island's willingness to execute the Amended and Restated TBA is conditioned upon the satisfaction of unpaid fees owed by Echo to Island under the TBA; and



D. Mega, the parent company of Echo, is willing to satisfy Echo's payment obligations to Island under the TBA by issuing to Island that number of shares of Mega common voting stock which, when combined with Island's currently held shares of Mega common voting stock, will equal a 9.9% common voting stock interest in Mega, in accordance with the terms and conditions set forth below, and Island is willing to acquire such shares of Mega common voting stock in satisfaction of Echo's payment obligations under the TBA in accordance with the terms and conditions set forth below.



Now, therefore, for and in consideration of the mutual covenants herein contained, the Parties, intending to be legally bound, agree as follows:



1 . Acknowledgement of Payment Obligation Under the TBA. Echo and Mega hereby acknowledge that as of the date hereof, Echo owes to Island the sum of $1,090,000.00 (One Million Ninety Thousand Dollars) in unpaid fees under the TBA (the "Obligation").



2. Satisfaction of Obligation. The Obligation shall be satisfied in accordance with the following terms and conditions:



a. Issuance of Mega Common Voting Stockto Island . The Parties acknowledge that Island currently holds 4,000,000 shares of Mega common voting stock. Within three business days of the execution of this Agreement, Mega shall issue to Island that number of additional shares of Mega common voting stock that will immediately increase Island's holdings in Mega to 9.9% of the issued and outstanding Mega common voting stock, and Mega shall immediately thereafter deliver to Island stock certificates evidencing the issuance of such additional shares of Mega common voting stock to Island.









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b. Satisfaction of Obligation. Island acknowledges and agrees that the issuance of Mega common voting stock to Island as provided in Paragraph 2(a) above, and the non-dilution of Island's interest in Mega common voting stock, as set forth in Paragraph 2(b) above, shall satisfy the Obligation, and Mega and Echo acknowledge and agree that Island shall have no obligation to provide any other consideration for any shares of Mega common voting stock issued to Island pursuant to this Agreement.



3. Representations and Warranties of Mega. Mega hereby represents and warrants to Island as follows:



a. Due Authorization . Mega has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and this Agreement has been duly authorized and validly executed and delivered by Mega and constitutes a legal, valid and binding agreement of Mega enforceable against Mega in accordance with its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity.



b. Non-Contravention . The execution and delivery of this Agreement, the issuance of shares of Mega common voting stock to Island under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which Mega is a party or by which it or its properties or assets are bound, (ii) the charter, by-laws or other organizational documents of Mega, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to Mega or its properties or assets, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of Mega or an acceleration of indeb ...