DEBT  TO  EQUITY  CONVERSION  AGREEMENT

Agreement  made  on  this  23rd  Day  of  June  2005,  by and between New Medium
Enterprises,  Inc. (Company) having a principal office located at: 195 The Vale,
London  W3  7QS,  Tel:  011  44  208  746  2018,  Fax:  011  44  208  749-8025

And

May  Ltd.,  (May)  having  principal  office  located  at:

Whereas the Company owes May the sum of $87,000 arising pursuant to an agreement
entered into by and between the Company and MultiDisk Ltd dated January 13, 2004
related  to  the  provision  below:

"  NMEN  agrees  to  an  additional $87,000 fee to be paid only after New Medium
Enterprises,  Inc.  has  raised and received additional cumulative funds of more
than  $500,000.00  net,  and only provided that (i) such funds are available for
use  by  NMEN directly or through a subsidiary over which NMEN has the authority
to  direct payment; and (ii) such action(s) would not be in contravention of any
existing  agreements  between  NMEN  and  said  subsidiary.  In the event that a
subsidiary  raises  said  funds,  NMEN  will  use  its best efforts to cause the
abovementioned  fee  to  be  paid.

Whereas  the  debt has become due and payable on August 6, 2004 when the Company
raised  $1,000,000  from  a  private  investor.

NOW  THEREFORE  the  parties hereby agree to convert the debt into equity of New
Medium  Enterprises, Inc. Common Shares at a conversion price of $0.05 Cents Per
Share.

New  Medium  Enterprises, Inc. will issue the sum of 1,740,000 Common shares Par
Value .0001 Cents per share to May Ltd. in full payment of the outstanding debt.

Upon  receipt  of  the 1,740,000 duly authorized and validly issued, fully paid,
and  nonassessable  shares,  May  Ltd.  on  behalf  of  the  company  and  its
shareholders,  officers  and  directors  hereby agrees to accept these shares in
full  payment  of the outstanding debt release and forever discharge the Company
and  its  Affiliates,  and  each  and  every one of their respective present and
former  shareholders,  directors,  officers,  employees  and agents, and each of
their  respective  successors  and assigns, from and against any and all claims,
demands,  actions,  causes  of  action,  damages,  costs and expenses, including
without  limitation  which  May  Ltd.  may now has, or may have by reason of any
thing  occurring,  done  or  omitted  to  be done to the date of this Agreement.

Governing  Law. This Agreement shall be deemed to have been made in the State of
York  and  shall  be  construed,  and  the rights and liabilities determined, in
accordance with the law of the State of New York without regard to the conflicts
of  laws  rules  of  such  jurisdiction.

If  any  provision  herein  is or should become inconsistent with any present or
future  law,  rule  or regulation of any sovereign government or regulatory body
having  jurisdiction  over  the subject matter of this Agreement, such provision
shall be deemed to be rescinded or modified in accordance with such law, rule or
regulation.  In  all  other respects, this Agreement shall continue to remain in
full  force  and  effect.

Counterparts.  This  Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and will become effective and binding upon
the  parties  at  such  time  as  all  of  the  signatories hereto have signed a
counterpart of this Agreement. All counterparts so executed shall constitute one
Agreement  binding on all of the parties hereto, notwithstanding that all of the
parties  are  not  signatory to the same counterpart. Each of the parties hereto
shall sign a sufficient number of counterparts so that each party will receive a
fully  executed  original  of  this  Agreement.


Entire  Agreement.  This  Agreement  and  all  other  agreements  and  documents
referred  herein constitutes the entire agreement between the Company and May No
other  agreements, covenants, representations or warranties, express or implied,
oral  or  written,  have  been  made  by  any  party  hereto  to any other party
concerning  the  subject  matter  hereof.  All  prior  and  contemporaneous
conversations,  negotiations,  possible and alleged agreements, representations,
covenants and warranties concerning the subject matter hereof are merged herein.
This  is  an  integrated  Agreement.

The  parties  hereby  agree  to  the  aforementioned  terms:


Company
NEW  MEDIUM  ENTERPRISES,  INC.                 MAY  LTD.

__________________________                  ____________________
   Authorized  Signatory                    Authorized  Signatory

 Dated:   June  23,  2005                    Dated:  June  23,  2005

Additionally, the same agreement format was executed  for the conversion of
$87,000  Debt owed to P.G. Engineering, which was converted into common stock of
New Medium Enterprises, Inc.  at  the price of  $0.05 Cents Per Share.