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 Robert Catell (the “ Holder ”).

WHEREAS, the Holder holds a 10% promissory note with an outstanding principal amount of $250,000.00 and interest amount of $3,356.16 (the “ Note ”), dated December 1, 2008, for a total of $253,356.16 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