f8k011908ex10xi_mmg.htm


     

     

    
      Exhibit 10.11


      


      


      CONVERSION
AGREEMENT

      


      This
Conversion Agreement
(the “Agreement”), dated as
of January 19, 2009, is made and entered into by and between Mega Media Group,
Inc. (the “Company”), and Inga
Fruman (the “Holder”).

      


      RECITALS

      


      WHEREAS, the Holder holds a 9%
promissory note with an outstanding principal amount of $50,000.00 and interest
amount of $1,084.93 (the “Note”), dated October
24, 2008, for a total of $51,084.93 which has been assumed by the Company;
and

      


      WHEREAS, the Holder has agreed
to convert the Note, including accrued interest thereon, into shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), on
the terms and subject to the conditions set forth herein.

      


      NOW, THEREFORE, intending to
be legally bound, the parties hereby agree as follows:

      


      
        	
                1.  

              	
                Conversion. The Holder
      shall convert the outstanding principal due under the Note, together with
      any interest accrued thereon through the date of conversion, into shares
      of the Company's Common Stock, at the rate of $0.01 per share (the “Conversion”)
      for a total of 5,108,493 shares. The Conversion shall be considered
      payment in full by the Company of the Note and the conversion method in
      the Note shall be waived. The Holder shall deliver the Note to the Company
      for cancellation.

              


      

      


      
        	
                2.  

              	
                Binding Effect. This
      instrument is being executed by the Holder and shall be binding upon its
      successors and assigns for the uses and purposes above set forth and
      referred to, and shall be effective as of the date
  hereof.

              


      

      


      
        	
                3.  

              	
                Governing Law. This
      instrument shall be governed by and enforced in accordance with the laws
      of the State of New York without any application of the principles of
      conflicts of laws.

              


      

       

      
        	
                4.  

              	
                Issuance of Shares.
      Shares are to be issued to Gap Asset Management,
    LLC.

              


      

      


      


      
        
          
          

        

        
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      IN WITNESS WHEREOF, this
Agreement has been duly executed by the Company and Holder as of the date first
above written.

      


       

      MEGA
MEDIA GROUP, INC.

       

      /s/
Alex
Shvarts                               


                                                                                                                                     
 Alex Shvarts, CEO

      


       

      THE
HOLDER

       

      /s/ Inga
Fruman                                
 

      Inga
Fruman

       

       

       

       

       

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