f8k042808ex10ii_ea2mmgroup.htm


     

    Exhibit
10.2

     

     

    EXHIBIT
A

     

    MEGA
MEDIA GROUP, INC.

     

    CONVERSION
NOTICE

     

    Reference
is made to the Convertible Note (the "Note")
issued to the undersigned by MEGA MEDIA GROUP INC. (the "Company").
In accordance with and pursuant to the Note, the undersigned hereby
elects to convert the Conversion Amount (as defined in the Note) of the Note
indicated below into shares of Common Stock par value $0.001 per share (the
"Common
Stock") of the Company, as of the date specified below.

     

     

    
       

       

      
        	    Date
      of Conversion:	 	7/2/08
	 	 	 
	    Aggregate
      Conversion Amount to be converted:	 	$
    100,813.70
	 	 	 
	Please
      confirm the following information:	 	 
	    Conversion
      Price:	 	.0820
	 	 	 
	    Number
      of shares of Common Stock to be
    issued:	 	1,229,435
	 	 	 
	Please
      issue the Common Stock into which the Note is being converted in the
      following name and to the following address:
	 
	
                    Issue
      to:

              	 	Jaworek Capital,
      LLC
	 	 	75 Maiden lane,
      suite 904
	 	 	New York, NY
      10038
	 	 	 
	    Facsimile
      Number:	 	212-952-1101
	 	 	 
	    Authorization:	 	/s/
      Michal Jaworek
	        By:	 	Michal
    Jaworek
	        Title:	 	President
	        Dated:	 	7/2/08
	 	 	 
	    Account
      Number:	 	Z72211788
	    (if
      electronic book entry transfer)	 	 
	    Transaction
      Code Number:	 	0226 (Fidelity, DTC
      Number)
	    (if
      electronic book entry transfer)	 	 


      

       

       

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      


       

      JAWOREK CAPITAL,
LLC

      MMDA
CONVERSION - NOTE DATED 5/29/08

       

      
        	
                DATE

              	
                CLOSING
      PRICE

              	 
      	 
      
	
                Monday,
      June 16, 2008

                Tuesday,
      June 17, 2008

                Wednesday,
      June 18, 2008

                Thursday,
      June 19, 2008

                Friday,
      June 20, 2008

                Monday,
      June 23, 2008

              	
                $0.1000

                $0.1000

                $0.1150

                $0.1000

                NOT
      TRADED

                NOT
      TRADED

              
	
                Tuesday,
      June 24, 2008

              	
                $0.1000

              	 
      	 
      
	
                Wednesday,
      June 25,
      2008

              	
                $0.1000

              	 
      	 
      
	
                Thursday,
      June 26, 2008

              	
                $0.1000

              	 
      	 
      
	
                Friday,
      June 27, 2008

              	
                $0.1000

              	 
      	 
      
	
                Monday,
      June 30, 2008

              	
                $0.1000

              	 
      	 
      
	
                Tuesday,
      July 01,
      2008

              	
                $0.1100

              	 
      	 
      
	
                10
      Day Average

              	
                $0.1025

              	 
      	 
      
	 	 	 	 
	
                Principal
      Amount

              	
                $100,000.00

              	 
      	 
      
	
                Earned
      Interest

              	
                $813.70

              	
                0.000247
      Daily Rate

              	
                33
      Days Intere

              
	
                Conversion
      Amount

              	
                $100,813.70

              	 
      	 
      
	
                Conversion Price

              	
                $0.0820

              	 
      	 
      
	
                Shares
      Issued in Conversion

              	
                1,229,435

              	 
      	 
      
	 	 	 	 
	
                Conversion
      Date

              	
                Wednesday, July 02,
      2008

              	 
      	 
      


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
A

       

      MEGA
MEDIA GROUP, INC.

       

      CONVERSION
NOTICE

       

      Reference
is made to the Convertible Note (the "Note")
issued to the undersigned by MEGA MEDIA GROUP INC. (the "Company").
In accordance with and pursuant to the Note, the undersigned hereby
elects to convert the Conversion Amount (as defined in the Note) of the Note
indicated below into shares of Common Stock par value $0.001 per share (the
"Common
Stock") of the Company, as of the date specified below.

       

       

      
         

         

        
          	    Date
      of Conversion:	 	7/2/08
	 	 	 
	    Aggregate
      Conversion Amount to be converted:	 	$
    100,369.86
	 	 	 
	Please
      confirm the following information:	 	 
	    Conversion
      Price:	 	.0820
	 	 	 
	    Number
      of shares of Common Stock to be
    issued:	 	1,224,023
	 	 	 
	Please
      issue the Common Stock into which the Note is being converted in the
      following name and to the following address:
	 
	
                      Issue
      to:

                	 	Jaworek Capital,
      LLC
	 	 	75 Maiden lane,
      suite 904
	 	 	New York, NY
      10038
	 	 	 
	    Facsimile
      Number:	 	212-952-1101
	 	 	 
	    Authorization:	 	/s/
      Michal Jaworek
	        By:	 	Michal
    Jaworek
	        Title:	 	President
	        Dated:	 	7/2/08
	 	 	 
	    Account
      Number:	 	Z72211788
	    (if
      electronic book entry transfer)	 	 
	    Transaction
      Code Number:	 	0226 (Fidelity, DTC
      Number)
	    (if
      electronic book entry transfer)	 	 


        

         

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      


       

      JAWOREK
CAPITAL, LLC

      MMDA
CONVERSION - NOTE DATED 6/16/08

       

      
        	
                DATE

              	
                CLOSING
      PRICE

              	 
      	 
      
	
                Monday,
      June 16, 2008

                Tuesday,
      June 17, 2008

                Wednesday,
      June 18, 2008

                Thursday,
      June 19, 2008

                Friday,
      June 20, 2008

                Monday,
      June 23, 2008

              	
                $0,1000

                $0.1000

                $0.1150

                $0.1000

                NOT
      TRADED

                NOT
      TRADED

              
	
                Tuesday,
      June 24, 2008

              	
                $0.1000

              	 
      	 
      
	
                Wednesday,
      June 25, 2008

              	
                $0.1000

              	 
      	 
      
	
                Thursday,
      June 26, 2008

              	
                $0.1000

              	 
      	 
      
	
                Friday,
      June 27, 2008

              	
                $0.1000

              	 
      	 
      
	
                Monday,
      June 30, 2008

              	
                $0.1000

              	 
      	 
      
	
                Tuesday,
      July 01, 2008

              	
                $0.1100

              	 
      	 
      
	
                10
      Day Average

              	
                $0.1025

              	 
      	 
      
	 	 	 	 
	
                Principal
      Amount

              	
                $100,000,00

              	 
      	 
      
	
                Earned
      Interest

              	
                $369.86

              	
                0.000247
      Daily Rate

              	
                15
      Days Inters

              
	
                Conversion
      Amount

              	
                $100,369.86

              	 
      	 
      
	
                Conversion Price

              	
                $0.0820

              	 
      	 
      
	
                Shares
      Issued In Conversion

              	
                1,224,023

              	 
      	 
      
	 	 	 	 
	
                Conversion
      Date

              	
                Wednesday,
      July 02, 2008