HispanicBusiness

"On April 13, 2012, our company has also amended its Master Agreement with Audioeye Acquisition Corporation regarding the spin-off and share exchange of Audioeye, Inc. and signed an Option, Note Purchase and Note Modification Agreement for the Purchase and Modification of Convertible between AudioEye Acquisition Corporation, CMGO Investors LLC related to the Company's amendment of its June 22, 2011 Master agreement with AudioEye Acquisition Corporation. We believe that this agreement will enhance value for Audioeye, Inc., our company as well as our shareholders, in the form of a dividend, which is 5% of the capital stock of AudioEye" said Jim Ennis. "We are working to expedite and closing this transaction as soon as possible."

The company also provided additional updates to the revised master agreement and option, note purchase note modification agreement for purchase and modification of convertible notes. Below is a summary of revised master agreement and option, note purchase note modification agreement for purchase and modification of convertible notes. For complete filing details of the Company's filings regarding these agreements, please refer to CMG Holdings Group, Inc.'s 8-K filed with the SEC on April 27, 2012 and May 3, 2012.

REVISED MASTER AGREEMENT

On April 13, 2012 the Company and AudioEye Acquisition Corporation amended their June 22, 2011 Master Agreement in order to separate the Spin-off and Share Exchange so as to allow the payment by AudioEye Acquisition Corporation of the outstanding the Company Senior Secured Notes and to cause the release of the Senior Notes to be effected as soon as practicable but no later than the closing of the Share Exchange. The Amendment also removes the requirement of shareholder approval as a prerequisite to the Share Exchange and Spin-off. On June 22, 2011 the Company entered into a Master Agreement subject to shareholder approval as may be required under applicable law and subject to closing conditions with AudioEye Acquisition Corporation., pursuant to which: (I) the shareholders of AudioEye Acquisition will acquire from the Company 80% of the capital stock of AudioEye and (II) the Company will distribute to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye. The Company, on March 31, 2010, entered into a share exchange agreement with the former stockholders of AudioEye, Inc. whereby AudioEye became a wholly owned subsidiary of the Company subject to the former stockholders retaining the right to receive cash from the exploitation of the technology of AudioEye. As part of the share exchange agreement, the Company secured has 13% Senior Secured Convertible Extendable Notes due with a current aggregate balance of $1,075,000.

OPTION, NOTE PURCHASE AND NOTE MODIFICATION AGREEMENT FOR PURCHASE AND MODIFICATION OF CONVERTIBLE NOTES

On April 13, 2012, the Company signed an Option, Note Purchase and Note Modification Agreement for the Purchase and Modification of Convertible between AudioEye Acquisition Corporation, CMGO Investors LLC related to the Company's amendment of its June 22, 2011 Master agreement with AudioEye Acquisition Corporation which was signed on April 13, 2012. The Option, Note Purchase, Modification and Escrow Agreement for the Purchase of the Convertible Notes are scheduled to close on or before May 31, 2012, time being of the essence, in accordance with the Amended Master Agreement, On April 13, 2012. The Company amended the June 22, 2011 Master agreement with AudioEye Acquisition Corporation pursuant to which the shareholders of AudioEye Acquisition Corporation will acquire 80% of the capital stock of AudioEye, Inc. from the Company, and the Company will distribute to its shareholders, in the form of a dividend, 5% of the capital stock of Audioeye, Inc. The parties have concluded that it is in the best interests of all shareholders to amend the Master Agreement to separate the Spin-off and Share Exchange and to cause the satisfaction and release of the Notes to be effective as soon as practicable but no later than the closing of the Share Exchange.