CONVERSION AND SETTLEMENT AGREEMENT
This CONVERSION AND SETTLEMENT AGREEMENT (this "Agreement") dated as of November 11,
2005, by and among Media Finance en Suisse Holding GmbH ("MFSH") and Satellite Enterprises Corp., a
Nevada corporation (the "Company").
WHEREAS, MFSH is the holder of debt in the principal balance of $1,948,704, including accounts payable and
debentures, but not including late fees, penalties and default fees, if any (the "Debt"). MFSH desires to convert
$1,500,000 of this amount (the "Debt").
WHEREAS, the Company has requested that MFSH assist the Company in its effort to effect a recapitalization
and pay off certain debt obligations from the Company's balance sheet, including the repayment of approximately
$3,380,000 of debt; and
WHEREAS, to so assist the Company as requested, MFSH has agreed to convert its Debt into 80,000 shares
of the Company's Class A Preferred Stock, which is convertible into common stock at the rate of 1,000 shares
of common stock per share of Class A Preferred Stock and 120,000,000 shares of restricted common stock of
the Company (the "Securities"), and to loan up to $500,000 to the Company at the Company's request on or
prior to June 30, 2006.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.1 Conversion. The Company and MFSH hereby agree that the Debt (including any unpaid interest on
such Debt) is hereby converted into 80,000 shares of the Company's Class A Preferred Stock and 120,000,000
shares of restricted common stock of the Company. The Class A Preferred Stock shall be convertible into
common stock at the rate of 1,000 shares of common stock per share of Class A Preferred Stock, and shall
automatically convert into common stock on the effective date of an amendment to the Company's Articles of
Incorporation to increase the authorized shares of common stock to