DWANGO NORTH AMERICA CORP
R. HENNESSEY/ R. HUNTLEY
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>dwangoex10-1_040114.txt
<DESCRIPTION>R. HENNESSEY/ R. HUNTLEY
<TEXT>

                                                                    EXHIBIT 10.1

                              CONVERSION AGREEMENT

     CONVERSION AGREEMENT,  dated January 28, 2004, between Dwango North America
Corp. (the "Company") and Robert E. Huntley ("Huntley").

         WHEREAS,  Huntley  advanced an aggregate of $392,312.80  (the "Advanced
Amount")  to the Company  from time to time  during the period from  October 15,
2003 through December 8, 2003;

         WHEREAS,  the Company has agreed to issue to Huntley  326,927 shares of
common stock of the Company  ("Common  Stock") (based upon a conversion price of
$1.20 per share) and warrants  ("Warrants") to purchase 326,927 shares of Common
Stock  exercisable  at $1.20 per share of the Company as  consideration  for the
Advanced Amount upon the terms set forth below;

         NOW, THEREFORE, for and in consideration of the premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

          1.    Huntley  advanced  to the  Company the  Advanced  Amount,  which
                Advanced Amount the Company shall retain.

          2.    The  Company  shall  issue to Huntley  326,927  shares of Common
                Stock  based upon a  conversion  price of $1.20 per  share.  The
                Company  shall also issue to Huntley  Warrants  to  purchase  an
                aggregate of 326,927 shares of Common Stock exercisable at $1.20
                per share.  The Warrants shall be in the form attached hereto as
                Exhibit A. Such Common Stock and Warrants are hereafter referred
                to as the "Securities".

          3.    Huntley  represents  that the  Securities  are  being  issued to
                Huntley  for  his  own  account,  for  investment  and  not  for
                distribution or resale to others. Huntley understands and agrees
                that the sale of the  Securities has not been  registered  under
                the  Securities  Act  of  1933,  as  amended  (the  "Act")  and,
                therefore,  the  Securities  may  have to be  held  indefinitely
                unless  subsequently  registered  under the Act or an  exemption
                from such registration is available in the opinion of counsel to
                the Company.

          4.    This agreement may be signed in counterparts.

                                              Dwango North America Corp.

                                              /S/ RICK HENNESSEY
                                              Name:    Rick Hennessey
                                              Title:   Executive Vice President

                                              /S/ ROBERT E. HUNTLEY
                                              ----------------------------------
                                              Robert E. Huntley


</TEXT>
</DOCUMENT>
