f8k011908ex10iv_mmg.htm


     

     

     

    
      Exhibit 10.4


      


       

      
        


        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
Jaworek Capital, LLC (the “Holder”).

        


        RECITALS

        


        WHEREAS, the Holder holds a 9%
promissory note with an outstanding principal amount of $62,000.00 and interest
amount of $1,223.01(the “Note”), dated
September 11, 2008 for a total of $63,223.01 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 6,322,301 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.

                


        

        


        


        
          
            
            

          

          
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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/
Michal
Jaworek                      


        Michal
Jaworek

        Jaworek
Capital, LLC.

      

       

       

       

       

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