Exhibit 10.1

                               PURCHASE AGREEMENT

                   (Secured Note and Share Purchase Warrants)

     THIS  NOTE  PURCHASE  AGREEMENT,  dated  as  of  February  29,  2016  (this
"Agreement"),  is entered into by and between  Trident  Brands  Incorporated,  a
Nevada corporation (the "Company"), and Continental Ingredients Corporation (the
"Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  the  Purchaser  wishes to purchase a 10%  Promissory  Note of the
Company (the "Note") and Warrants of the Company (as defined below),  subject to
and upon the terms and  conditions  of this  Agreement  and  acceptance  of this
Agreement by the Company, on the terms and conditions referred to herein; and

     WHEREAS,  the Company's  obligations  to repay the Notes will be secured by
certain of the assets of the Company pursuant to the General Security  Agreement
dated as at the Closing Date, with respect to the Note,  between the Company and
the Purchaser (the "Security Agreement").

     NOW THEREFORE,  in consideration of the mutual covenants and the agreements
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AGREEMENT TO PURCHASE; PURCHASE AMOUNT, WARRANTS.

     (a) PURCHASE.

     (i) Subject to the terms and  conditions  of this  Agreement  and the other
Transaction Documents, the Company will issue, sell and deliver to the Purchaser
and the Purchaser hereby agrees to purchase the Note in the aggregate  principal
amount of US$200,00  (the  "Purchase  Amount") with terms and  conditions as set
forth in the Note,  which Note shall be paid for,  funded and issued on February
29th, 2016.

     (ii) The Note  shall be in the form of ANNEX I  annexed  hereto.  The Notes
will be secured by a pledge of certain of the Company's  assets  pursuant to the
General Security Agreement in the form of ANNEX II.

     (iii) Aa additional  consideration  for the Purchaser  agreeing to purchase
the Note,  the Company agrees to issue to the Purchaser the Warrants (as defined
herein) in the form of ANNEX III hereto with each Warrant  exercisable for three
(3) years from the Closing Date to purchase one (1) share of Common Stock of the
Company at the price of $1.35 per share. The number of Warrants  issuable to the
Purchaser  shall be equal to fifty percent (50%) of the Purchase  Amount divided
by the closing price of the Common Stock as quoted on the OTC Markets electronic
quotation service on the date immediately preceding the Closing Date. Additional
provisions relating to the Warrants are provided below.

     (iv) The  purchase  of the Note,  the  Warrants,  and the  issuance  of the
underlying   Warrant  Shares  to  the  Purchaser  and  the  other   transactions
contemplated   hereby  are  sometimes  referred  to  herein  and  in  the  other
Transaction  Documents as the purchase  and sale of the  Securities  (as defined
below), and are referred to collectively as the "Transactions".
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     (b) CERTAIN  DEFINITIONS.  As used herein,  each of the following terms has
the meaning set forth below, unless the context otherwise requires:

     "1933 Act" has the meaning set forth in the recitals hereof.

     "1934 Act" has the meaning set forth in Section 3(a).

     "Affiliate"  means,  with respect to a specific  Person  referred to in the
relevant provision,  another Person who or which controls or is controlled by or
is under common control with such specified Person.

     "Agreement" has the meaning set forth in the preamble hereof.

     "Claim Notice" has the meaning set forth in Section 8(b)(i).

     "Closing Date" means the date of the closing of the issuance of the Note.

     "Common  Stock" all of the issued and  outstanding  shares of the  Company,
issued in one class, as of the date hereof and hereafter from time to time.

     "Common  Stock  Equivalents"  means any  securities  of the  Company or the
Subsidiaries  which  would  entitle  the  holder  thereof to acquire at any time
Common Stock,  including without limitation,  any debt, preferred stock, rights,
options,  warrants or other  instrument that is at any time  convertible into or
exchangeable  for, or otherwise  entitles the holder thereof to receive,  Common
Stock.

     "Company" has the meaning set forth in the preamble hereto.

     "Company Control Person" means each director,  executive officer, promoter,
and such other  Persons as may be deemed in control of the  Company  pursuant to
Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as defined below).

     "Damages" has the meaning set forth in Section 8(a).

     "Dispute Period" has the meaning set forth in Section 8(b)(i).

     "GAAP" has the meaning set forth in Section 3(i).

     "Holder" means the Person  holding the relevant  Securities at the relevant
time.

     "Indemnified  Parties" or "Indemnified  Party" has the meaning set forth in
Section 8(a)(i).

     "Indemnifying Party" has the meaning set forth in Section 8(b)(i).

     "Indemnity Notice" has the meaning set forth in Section 8(b)(ii).

     "Last Audited Date" means November 30, 2014,

     "Material  Adverse  Effect" means an event or combination of events,  which
individually or in the aggregate,  would reasonably be expected to (w) adversely
affect the legality,  validity or enforceability of the Securities or any of the
Transaction  Documents,  (x) have or result in a material  adverse effect on the

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results of operations,  assets, prospects, or condition (financial or otherwise)
of the Company and its subsidiaries,  taken as a whole, (y) adversely impair the
Company's  ability to perform fully on a timely basis its obligations  under any
of the Transaction  Documents or the Transactions  contemplated  thereby, or (z)
materially and adversely affect the value of the rights granted to the Purchaser
in the Transaction Documents.

     "Note" has the meaning set forth in the recitals hereof.

     "Notice" has the meaning set forth in Section 11.

     "Person"  means  any  living  person  or  any  entity,  such  as,  but  not
necessarily limited to, a corporation, partnership or trust.

     "Principal  Trading  Market"  means the OTC  Markets  electronic  quotation
system or such other market on which the Common Stock is  principally  traded at
the relevant time.

     "Purchase Amount" has the meaning set forth in Section 1(a)(i).

     "Purchaser" has the meaning set forth in the preamble hereof.

     "Purchaser   Control  Person"  means  each  director,   executive  officer,
promoter,  and such other  Persons as may be deemed in control of the  Purchaser
pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act.

     "Rule 144" has the meaning set forth in Section 4(a).

     "SEC" has the meaning set forth in the recitals hereof.

     "SEC Documents" has the meaning set forth in Section 2(e).

     "SEC Reports" has the meaning set forth in Section 3(h)(i).

     "Securities"  means the Warrants,  the Warrant Shares, and any Common Stock
that may be issued to the  Purchaser  in  connection  with any other  agreements
between the parties.

     "Security Agreement" has the meaning set forth in the recitals hereof.

     "State of Incorporation" means the State of Nevada.

     "Third Party Claim" has the meaning set forth in Section 8(b)(i).

     "Trading Day" means any day during which the Principal Trading Market shall
be open for business.

     "Transaction Documents" means this Agreement, the Note, Security Agreement,
the  Warrants,  and  includes  all  ancillary  documents  referred  to in  those
agreements.

     "Transactions"  has the  meaning set forth in Section  1(a)(iv).

     "Transfer  Agent" means,  at any time, the transfer agent for the Company's
Common Stock.

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     "US$" means legal currency of the United States of America.

     "Warrant(s)"  means the share purchase warrants in the form of Annex III of
this  Agreement and issued to the  Purchaser in accordance  with above Section 1
(a)(iii).

     "Warrant Shares" means shares of Common Stock underlying the Warrants.

     (c) FORM OF PAYMENT; DELIVERY OF CERTIFICATES.

     (i) The  Purchaser  shall pay  Purchase  Amount by  delivering  immediately
available  good funds in United  States  Dollars to the  Company on the  Closing
Date.

     (ii) On the  Closing  Date,  the  Company  shall  deliver  the Note and the
Warrant, executed on behalf of the Company to the Purchaser.

     (iii) By signing  this  Agreement,  each of the  Purchaser  and the Company
agrees to all of the terms and conditions of the Transaction  Documents,  all of
the  provisions  of which are  incorporated  herein by this  reference as if set
forth in full.

     (d) METHOD OF PAYMENT. Payment of the Purchase Amount shall be made by wire
transfer of funds to:

          Trident Brands Inc.
          200 S Executive Dr Ste 101
          Brookfield, WI  53005-4216

          *

     2. PURCHASER REPRESENTATIONS AND WARRANTIES.

     The  Purchaser  represents  and warrants to, and covenants and agrees with,
the Company as follows:

     (a) Without limiting  Purchaser's right to sell the Securities  pursuant to
an effective registration statement or

     (b) in  compliance  with the 1933 Act,  the  Purchaser  is  purchasing  the
Securities for its own account for  investment  only and not with a view towards
the public  sale or  distribution  thereof and not with a view to or for sale in
connection with any distribution thereof.

     (c) The  Purchaser is (i)  experienced  in making  investments  of the kind
described in this Agreement and the related  documents,  (ii) able, by reason of
the business and financial experience of its officers and professional  advisors
(who are not affiliated  with or compensated in any way by the Company or any of
its  Affiliates or selling  agents),  to protect its own interests in connection
with the Transactions  described in this Agreement,  and the related  documents,
and to evaluate the merits and risks of an  investment  in the  Securities,  and
(iii) able to afford the entire loss of its investment in the Securities.

     (d) The Purchaser  understands  that the  Securities  are being offered and
sold to it in reliance on specific exemptions from the registration requirements
of the 1933 Act and state  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of,  and  the   Purchaser's   compliance   with,  the

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representations,  warranties, agreements,  acknowledgments and understandings of
the Purchaser set forth herein and in either the  Certificate  of U.S.  Investor
attached hereto as SCHEDULE 1A or the Certificate of Non-U.S.  Investor Attached
hereto as SCHEDULE 1B, as applicable to the Purchaser, in order to determine the
availability  of such exemptions and the eligibility of the Purchaser to acquire
the Securities.

     (e) The  Purchaser and its advisors,  if any, have been  furnished  with or
have been given access to all materials  relating to the business,  finances and
operations  of the Company and  materials  relating to the offer and sale of the
Securities which have been requested by the Purchaser, including those set forth
on in any annex attached  hereto.  The Purchaser and its advisors,  if any, have
been afforded the opportunity to ask questions of the Company and its management
and have  received  complete  and  satisfactory  answers to any such  inquiries.
Without limiting the generality of the foregoing, the Purchaser has also had the
opportunity   to  obtain   and  to  review  the   Company's   filings  on  EDGAR
(collectively, the "SEC Documents").

     (f)  The  Purchaser  understands  that  its  investment  in the  Securities
involves a high degree of risk.

     (g) The Purchaser  hereby  represents that, in connection with its purchase
of the Securities,  it has not relied on any statement or  representation by the
Company  or  any  of its  officers,  directors  and  employees  or any of  their
respective attorneys or agents, except as specifically set forth herein.

     (h) The Purchaser understands that no United States federal or state agency
or any  other  government  or  governmental  agency  has  passed  on or made any
recommendation or endorsement of the Securities.

     (i) This  Agreement  and the  other  Transaction  Documents  to  which  the
Purchaser is a party, and the Transactions  contemplated thereby, have been duly
and validly  authorized,  executed and  delivered on behalf of the Purchaser and
are valid and binding agreements of the Purchaser enforceable in accordance with
their respective terms,  subject as to  enforceability to general  principles of
equity  and  to  bankruptcy,  insolvency,  moratorium  and  other  similar  laws
affecting the enforcement of creditors' rights generally.

     3. COMPANY  REPRESENTATIONS  AND  WARRANTIES.  The Company  represents  and
warrants to the Purchaser as of the date hereof and as of each Closing Date.

     (a) STATUS.  The Company:  (a) is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of  Incorporation  and
has the  requisite  corporate  power to own its  properties  and to carry on its
business as now being conducted;  (b) is duly qualified as a foreign corporation
to do business and is in good standing in each jurisdiction  where the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary,  other than those  jurisdictions  in which the  failure to so qualify
would not have or result in a Material  Adverse  Effect;  (c) has all  requisite
power and authority and the legal right to own, pledge, mortgage and operate its
property,  to lease or sublease any property it operates under lease or sublease
and to conduct its business as now or currently  proposed to be  conducted;  and
(d) is in compliance with its constituent  documents.  In addition,  the Company
has registered its stock and is obligated to file reports pursuant to Section 12
or Section 15(d) of the  Securities  Exchange Act of 1934, as amended (the "1934
Act").  The Common Stock is, or immediately  following the initial  Closing Date
will be, quoted on the  Principal  Trading  Market.  The Company has received no
notice, either oral or written, with respect to the continued eligibility of the

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Common Stock for such quotation on the Principal Trading Market, and the Company
has  maintained  all  requirements  on its  part  for the  continuation  of such
quotation.

     (b) AUTHORIZED SHARES.

     (i) The  authorized  capital  stock of the Company  consists of  75,000,000
shares of Common  Stock,  US$0.001  par value,  of which  28,000,000  shares are
outstanding as of the date hereof.

     (ii) The Company has sufficient  authorized  and unissued  shares of Common
Stock as may be necessary to effect the issuance of Warrant Shares upon exercise
of of the Warrants.

     (iii) Upon each issuance of the Warrant Shares, as applicable, the Warrants
Shares shall have been duly authorized by all necessary  corporate action on the
part of the  Company  and  shall  be duly and  validly  issued,  fully  paid and
non-assessable.

     (c) TRANSACTION  DOCUMENTS AND STOCK.  This Agreement and each of the other
Transaction Documents, and the Transactions contemplated thereby, have been duly
and validly authorized by the Company, this Agreement has been duly executed and
delivered  by the  Company and this  Agreement  is, and the Note and each of the
other Transaction  Documents,  when executed and delivered by the Company,  will
be, valid and binding  agreements of the Company  enforceable in accordance with
their respective terms,  subject as to  enforceability to general  principles of
equity  and to  bankruptcy,  insolvency,  moratorium,  and  other  similar  laws
affecting the enforcement of creditors' rights generally.

     (d) FILINGS.  None of the SEC  Documents  contained,  at the time they were
filed,  any untrue statement of a material fact or omitted to state any material
fact  required to be stated  therein or  necessary to make the  statements  made
therein  in  light  of  the  circumstances  under  which  they  were  made,  not
misleading.

     (e) ABSENCE OF CERTAIN CHANGES. Since the Last Audited Date, there has been
no material adverse change and no Material  Adverse Effect,  except as disclosed
in the SEC Documents. Since the Last Audited Date, except as provided in the SEC
Documents,  the Company has not (i)  incurred or become  subject to any material
liabilities (absolute or contingent) except liabilities incurred in the ordinary
course of business consistent with past practices;  (ii) discharged or satisfied
any material lien or  encumbrance  or paid any material  obligation or liability
(absolute or contingent),  other than current  liabilities  paid in the ordinary
course of business  consistent with past  practices;  (iii) declared or made any
payment or  distribution  of cash or other  property  to its  shareholders  with
respect to its capital stock,  or purchased or redeemed,  or made any agreements
to purchase or redeem,  any shares of its capital stock; (iv) sold,  assigned or
transferred any other tangible assets, or canceled any debts owed to the Company
by any third party or claims of the Company  against any third party,  except in
the ordinary course of business  consistent with past practices;  (v) waived any
rights of material value, whether or not in the ordinary course of business,  or
suffered the loss of any  material  amount of existing  business;  (vi) made any
increases in employee  compensation,  except in the ordinary  course of business
consistent with past practices;  or (vii) experienced any material problems with
labor or  management  in  connection  with the  terms  and  conditions  of their
employment.

     (f) ABSENCE OF LITIGATION. There is no action, suit, proceeding, inquiry or
investigation  before or by any court,  public  board or body pending or, to the
knowledge of the Company,  threatened against or affecting the Company before or
by any governmental authority or nongovernmental department,  commission, board,
bureau,  agency or instrumentality  or any other person,  wherein an unfavorable

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decision,  ruling or finding would have a Material Adverse Effect or which would
adversely affect the validity or enforceability  of, or the authority or ability
of the  Company  to  perform  its  obligations  under,  any  of the  Transaction
Documents.  The  Company is not aware of any valid basis for any such claim that
(either  individually  or in the  aggregate  with  all  other  such  events  and
circumstances)  could  reasonably be expected to have a Material Adverse Effect.
There are no outstanding  or  unsatisfied  judgments,  orders,  decrees,  writs,
injunctions  or  stipulations  to which the Company is a party or by which it or
any of its properties is bound, that involve the transaction contemplated herein
or  that,  alone or in the  aggregate,  could  reasonably  be  expect  to have a
Material Adverse Effect.

     (g) NO  UNDISCLOSED  LIABILITIES  OR EVENTS.  To the best of the  Company's
knowledge,  the  Company  has no  liabilities  or  obligations  other than those
disclosed in the Transaction Documents or the SEC Documents or those incurred in
the ordinary  course of the Company's  business  since the Last Audited Date, or
which  individually  or in the  aggregate,  do not or would not have a  Material
Adverse Effect. No event or circumstances has occurred or exists with respect to
the Company or its properties,  business,  operations,  condition  (financial or
otherwise),  or results of  operations,  which,  under  applicable  law, rule or
regulation,  requires public disclosure or announcement prior to the date hereof
by the Company but which has not been so publicly announced or disclosed.  There
are no proposals  currently under  consideration or currently  anticipated to be
under  consideration by the Board of Directors or the executive  officers of the
Company  which  proposal  would  (x)  change  the  articles  or  certificate  of
incorporation  or other  charter  document  or by-laws of the  Company,  each as
currently in effect,  with or without shareholder  approval,  which change would
reduce or otherwise  adversely  affect the rights and powers of the shareholders
of the Common Stock or (y)  materially  or  substantially  change the  business,
assets or capital of the Company, including its interests in subsidiaries.

     (h) AUTHORIZATION; ENFORCEMENT.

     (i) The Company has the  requisite  corporate  power and authority to enter
into and to consummate the Transactions  contemplated by each of the Transaction
Documents and otherwise to carry out its obligations  thereunder.  The execution
and  delivery  of each  of the  Transaction  Documents  by the  Company  and the
consummation  by it of the  Transactions  contemplated  thereby  have  been duly
authorized  by all  necessary  action on the part of the  Company and no further
action is required  by the Company in  connection  therewith.  Each  Transaction
Document has been (or upon delivery will have been) duly executed by the Company
and, when  delivered in accordance  with the terms hereof,  will  constitute the
valid and binding obligation of the Company  enforceable  against the Company in
accordance  with its terms,  except (x) as  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors' rights generally and (y) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.

     (ii)  The  execution,  delivery  and  performance  by  the  Company  of the
Transaction  Documents and the  consummation  of the  Transactions  contemplated
therein:  (x) do not (A) contravene  the Company's  constituent  documents,  (B)
violate any applicable  requirement of law, except for any such violations which
would not  individually  or in the aggregate,  have or reasonably be expected to
have, a Material  Adverse Effect,  (C) conflict with,  contravene,  constitute a
default or breach under,  or result in or permit the termination or acceleration
of, any  contractual  obligation of the Company other than those that would not,
individually  or in the  aggregate,  have or  reasonably  be expected to have, a
Material  Adverse  Effect and are not created or caused by a  conflict,  breach,
default or termination or acceleration event, or (D) result in the imposition of
any lien, security interest,  mortgage, deed of trust, priority, pledge, charge,
right of first refusal or other  encumbrance or similar right of others,  or any
agreement to give any of the  following  upon the  Securities or any property of
the  Company;  and (y) do not  require  any  Permit  of,  or  filing  with,  any
governmental  authority or any consent of, or notice to, any Person  (other than

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with respect to the  Purchaser's  acquisition  of the  Securities),  the filings
that, if not obtained,  would not,  individually  or in the  aggregate,  have or
reasonably be expected to have, a Material Adverse Effect.  For purposes of this
Agreement,  a  "Permit"  means any  permit,  approval,  authorization,  license,
registration,  certificate, concession, grant, franchise, variance or permission
from, and any other  contractual  obligation  with, any  governmental  authority
(excluding  any  contractual  obligations  with  "pools" and other  governmental
authorities entered into in the ordinary course of business consistent with past
practices),  in each case whether or not having the force of law and  applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

     (i) SEC REPORTS;  FINANCIAL  STATEMENTS.  The Company has filed all reports
required  to be filed by it under the 1934 Act,  including  pursuant  to Section
13(a) or 15(d)  thereof,  for the two years  preceding  the date hereof (or such
shorter  period as the Company was required by law to file such  material)  (the
foregoing materials, including the exhibits thereto, being collectively referred
to  herein  as the "SEC  Reports")  on a timely  basis or has  received  a valid
extension of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension.  As of their respective dates, the SEC Reports
complied in all material  respects with the requirements of the 1934 Act and the
rules and  regulations of the SEC  promulgated  thereunder,  and none of the SEC
Reports,  when  filed,  contained  any untrue  statement  of a material  fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.  The financial  statements of the Company comply
in all material respects with applicable  accounting  requirements and the rules
and  regulations  of the SEC with  respect  thereto  as in effect at the time of
filing.  Such financial  statements have been prepared in accordance with United
States generally  accepted  accounting  principles applied on a consistent basis
during the periods involved  ("GAAP"),  except as may be otherwise  specified in
such  financial  statements  or the notes  thereto  and  except  that  unaudited
financial  statements may not contain all footnotes required by GAAP, and fairly
present in all material  respects the financial  position of the Company and its
consolidated  subsidiaries  as of and for the dates  thereof  and the results of
operations  and cash flows for the periods then ended,  subject,  in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.

     (j)  SOLVENCY.  Both before and after giving  effect to (i) the issuance of
the  Securities,  (b) the  consummation  of the  Purchaser's  acquisition of the
Securities,  and  (ii) the  payment  and  accrual  of all  transaction  costs in
connection with the foregoing, the Company on a consolidated basis in accordance
with GAAP, is solvent.

     (k) INVESTMENT  COMPANY ACT. The Company is not an "investment  company" as
such term is defined in the Investment Company Act of 1940, as amended.

     (l) FULL DISCLOSURE. The written information prepared or furnished by or on
behalf of the Company in connection with any Transaction Document, when taken as
a whole when furnished  (including the  consummation of the  Transactions or any
other transaction contemplated therein) does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements  contained  therein,  in light of the  circumstances  when made,  not
misleading;  provided, however, that projections contained therein are not to be
viewed as factual and that actual results during the periods covered thereby may
differ from the results set forth in such projections by a material amount.  All
projections that are part of such information  (including those set forth in any
projections  delivered subsequent to the Closing Date) are based upon good faith
estimates and stated  assumptions  believed by the Company to be reasonable  and
fair as of the date made in light of conditions  and facts then known and, as of
such date,  reflect good faith  estimates of the  information  projected for the
periods set forth therein.

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     (m) NO BROKERS. Neither the Company nor any of its subsidiaries,  employees
or agents has employed or incurred any liability to any broker,  finder or agent
for any brokerage fees, finder's fees, commissions or other amounts with respect
to the  Transaction  Documents  or  the  Transactions.  The  Company  agrees  to
indemnify and hold harmless the Purchaser  from any liability for any commission
or  compensation in the nature of a finder's or broker's fee arising out of this
transaction  (and the costs and expenses of defending  against such liability or
asserted  liability) for which the Company or any of its officers,  employees or
representatives is responsible.

     (n)  OFFERING  OF  SECURITIES;  SUBSEQUENT  OFFERS  AND  SALES.  It is  not
necessary in connection  with the offer,  sale and delivery of the Securities to
the  Purchaser to register the offer and sale of the  Securities  under the 1933
Act. The Company has not, directly or indirectly, offered, sold or solicited any
offer to buy and will not,  directly or indirectly,  offer,  sell or solicit any
offer to buy, any  security of a type or in a manner  which would be  integrated
with the sale of the  Common  Stock  and  require  any of the  Securities  to be
registered  under the 1933 Act. Neither the Company nor any Person acting on its
behalf has engaged or will engage in any form of general solicitation or general
advertising (within the meaning of Rule 502(c) under the 1933 Act) in connection
with the offering of the  Securities.  In addition,  all  subsequent  offers and
sales of the Securities by the Company shall be made pursuant to registration of
the  relevant  Securities  under the 1933 Act or pursuant to an  exemption  from
registration.

     (o) PATRIOT ACT.

     (i) Neither the Company nor any of their  respective  directors,  officers,
agents,  employees or Affiliates (and, to the knowledge of the Company, no joint
venture or subsidiary  thereof) is in violation in any material  respects of any
United  States  requirements  of law relating to  terrorism,  sanctions or money
laundering,  including the United States  Executive Order No. 13224 on Terrorist
Financing and the PATRIOT Act.

     (ii) Neither any (A) director, officer, agent, employee or Affiliate of the
Company nor (B) any material  supplier or customer of the  Company,  is a Person
with whom dealings are prohibited under any sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury  Department ("OFAC") or any other
applicable  U.S.  sanctions  laws;  and  neither  the  Company  nor any of their
respective directors, officers, agents, employees or Affiliates will directly or
indirectly use the proceeds  derived from any of the  Transactions  or otherwise
make  available  such  proceeds to any Person,  for the purpose of financing the
activities of any Person in violation of sanctions  administered  by OFAC or any
other applicable U.S. sanction laws.

     (iii) The Company is in  compliance,  in all  material  respects,  with the
PATRIOT  Act. No part of the  proceeds  of the Common  Stock will be used by the
Company or any of its  directors,  officers,  agents,  employees or  Affiliates,
directly or indirectly, for any payments to any Person, including any government
official or employee,  political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States  Foreign  Corrupt  Practices Act of 1977, as amended or any
other applicable anti-corruption law.

     (p) NO VIOLATION.  The entering into and  performance  of this Agreement by
the Company  will not result in any  violation of the articles or by-laws of the
Company or of the terms of any  agreement or instrument by which the Company are
bound or of any judgment or order to which the Company is subject.

     (q) BANKRUPTCY. No bankruptcy,  insolvency or receivership proceedings have
been  instituted  or are pending  against  Company and it is able to satisfy his
liabilities as they become due.

                                       9
<PAGE>
     4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

     (a)  TRANSFER  RESTRICTIONS.   The  Purchaser  acknowledges  that  (1)  the
Securities  have not been and are not being  registered  under the provisions of
the  1933 Act  and,  the  Conversion  Shares  have  not  been and are not  being
registered  under  the  1933  Act,  and  may  not  be  transferred   unless  (A)
subsequently  registered thereunder or (B) the Purchaser shall have delivered to
the Company an opinion of counsel,  reasonably  satisfactory in form,  scope and
substance  to the  Company,  to the  effect  that the  Securities  to be sold or
transferred  may be sold or  transferred  pursuant  to an  exemption  from  such
registration;  (2) any  sale of the  Securities  made in  reliance  on Rule  144
promulgated  under the 1933 Act ("Rule 144") may be made only in accordance with
the terms of Rule 144 and further, if Rule 144 is not applicable,  any resale of
such Securities under  circumstances in which the seller,  or the Person through
whom the sale is made, may be deemed to be an underwriter,  as that term is used
in the 1933 Act, may require compliance with some other exemption under the 1933
Act or the rules and  regulations  of the SEC  thereunder;  and (3)  neither the
Company nor any other Person is under any  obligation to register the Securities
(other than  pursuant to Section 10 hereof) under the 1933 Act or to comply with
the terms and conditions of any exemption thereunder.

     (b)  RESTRICTIVE  LEGEND.  The Purchaser  acknowledges  and agrees that the
certificates and other instruments representing any of the Securities shall bear
a restrictive  legend in  substantially  the following form (and a stop-transfer
order may be placed against transfer of any such Securities):

     "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
     SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
     STATEMENT  FOR THE  SECURITIES  OR AN  OPINION  OF  COUNSEL  OR  OTHER
     EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
     REQUIRED."

     (c)  FILINGS.  The  Company  undertakes  and  agrees to make all  necessary
filings in connection with the sale of the Securities to the Purchaser under any
United States laws and regulations applicable to the Company, or by any domestic
securities  exchange  or trading  market,  and to provide a copy  thereof to the
Purchaser promptly after such filing.

     (d) REPORTING STATUS. So long as the Purchaser beneficially owns any of the
Securities, the Company shall file all reports required to be filed with the SEC
pursuant  to  Section  13 or 15(d) of the 1934 Act,  shall  take all  reasonable
action under its control to ensure that adequate current public information with
respect to the Company,  as required in  accordance  with Rule  144(c)(2) of the
1933 Act, is publicly available, and shall not terminate its status as an issuer
required  to file  reports  under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination.  The Company will take
all  reasonable  action under its control to maintain the continued  listing and
quotation and trading of its Common Stock on the Principal  Trading  Market or a
listing  on the  NASDAQ/Small  Cap  or  National  Markets  and,  to  the  extent
applicable  to it,  will  comply in all  material  respects  with the  Company's
reporting,  filing  and  other  obligations  under the  by-laws  or rules of the
Principal Trading Market and/or the National  Association of Securities Dealers,
Inc.,  as the  case  may  be,  applicable  to it for so  long  as the  Purchaser
beneficially owns any of the Securities.

     (e) USE OF PROCEEDS.  The Company will use the proceeds received  hereunder
(excluding  amounts  paid by the Company for legal fees in  connection  with the
sale of the Securities) for working capital.

                                       10
<PAGE>
     (f) TAXES.  The Company shall be responsible for any liability with respect
to any  transfer,  stamp or  similar  non-income  taxes  that may be  payable in
connection with the execution, delivery and performance of this Agreement.

     5. CLOSING DATE.

     (a) The respective Closing Date shall occur as indicated in Section 1(a)(i)
after each of the conditions  contemplated by Sections 7 and 8 hereof shall have
either been satisfied or been waived by the party in whose favor such conditions
run.

     (b) The closing of the Transactions  shall occur on the respective  Closing
Date at the  offices  of the  Purchaser  and shall take place no later than 3:00
P.M.,  PST,  on such day or such other time as is  mutually  agreed  upon by the
Company and the Purchaser.

     6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

     The Purchaser  understands that the Company's  obligation to sell each Note
and the applicable Conversion Shares to the Purchaser pursuant to this Agreement
on each Closing Date is conditioned upon:

     (a) The execution and delivery of this Agreement, including either Schedule
1A or Schedule 1B, by the Purchaser;

     (b)  Delivery by the  Purchaser  to the Company of good funds as payment in
full of an amount  equal to the  applicable  portion of the  Purchase  Amount in
accordance with this Agreement;

     (c) The truth and accuracy on each such Closing Date of the representations
and warranties of the Purchaser  contained in this Agreement and either Schedule
1A or  Schedule 1B (as  applicable  to the  Purchaser),  each as if made on such
date,  and the  performance  by the  Purchaser  on or  before  such  date of all
covenants and agreements of the Purchaser  required to be performed on or before
such date; and

     (d) There shall not be in effect any law, rule or regulation prohibiting or
restricting the Transactions  contemplated  hereby,  or requiring any consent or
approval which shall not have been obtained.

     7. CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE.

     The Company  understands  that the Purchaser's  obligation to purchase each
Note and its acceptance of any shares of the Company's  Common Stock that may be
issued in  connection  with any  agreements  between the parties  hereto on each
Closing Date is conditioned upon:

     (a) The execution and delivery of this Agreement and the other  Transaction
Documents by the Company;

     (b)  Delivery  by the  Company  to the  Purchaser  of the  Certificates  in
accordance with this Agreement or any other agreements between the parties;

     (c)  The  execution  and  delivery  of the  Security  Agreement  and  UCC-1
Financing Statement on certain of the Company's assets;

                                       11
<PAGE>
     (d) The Note to be issued shall be senior to all other debt of the Company,
other than previously issued notes (as disclosed in Schedule 2);

     (e) The  accuracy  in all  material  respects  on the  Closing  Date of the
representations and warranties of the Company contained in this Agreement,  each
as if made on such date,  and the  performance  by the Company on or before such
date of all covenants and agreements of the Company  required to be performed on
or before such date;

     (f) The Company must be current with all required 1934 Act filings;

     (g) There shall not be in effect any law, rule or regulation prohibiting or
restricting the Transactions  contemplated  hereby,  or requiring any consent or
approval which shall not have been obtained; and

     (h) From and after the date hereof to and including each Closing Date, each
of the following conditions will remain in effect: (i) the trading of the Common
Stock  shall  not have been  suspended  by the SEC or on the  Principal  Trading
Market;  (ii) trading in securities  generally on the Principal  Trading  Market
shall not have been suspended;  and (iii) there shall not have been any Material
Adverse Effect in regards to the Company.

     8. INDEMNIFICATION AND REIMBURSEMENT.

     (a) (i) The Company agrees to indemnify and hold harmless the Purchaser and
its officers,  directors,  employees,  and agents,  and each  Purchaser  Control
Person  (collectively,  the  "Indemnified  Parties"  and each,  an  "Indemnified
Party") from and against any losses,  claims,  damages,  liabilities or expenses
incurred (collectively,  "Damages"), joint or several, and any action in respect
thereof to which any  Indemnified  Party  becomes  subject to,  resulting  from,
arising  out of or  relating  to any  misrepresentation,  breach of  warranty or
nonfulfillment of or failure to perform any covenant or agreement on the part of
the Company contained in this Agreement, as such Damages are incurred, except to
the extent such Damages result primarily from the Indemnified Party's failure to
perform any covenant or agreement contained in this Agreement or the Indemnified
Party's  negligence,  recklessness  or bad faith in performing  its  obligations
under this Agreement.

     (ii) The Company hereby agrees that, if the Purchaser, other than by reason
of its negligence, illegal or willful misconduct (in each case, as determined by
a non-appealable  judgment to such effect), (x) becomes involved in any capacity
in any action,  proceeding or  investigation  brought by any  shareholder of the
Company,  in  connection  with  or  as a  result  of  the  consummation  of  the
Transactions  contemplated by this Agreement or the other Transaction Documents,
or if the Purchaser is impleaded in any such action, proceeding or investigation
by any Person, or (y) becomes involved in any capacity in any action, proceeding
or investigation  brought by the SEC, any self-regulatory  organization or other
body having jurisdiction, against or involving the Company or in connection with
or as a result of the  consummation  of the  Transactions  contemplated  by this
Agreement or the other  Transaction  Documents,  or (z) is impleaded in any such
action,  proceeding or investigation  by any Person,  then in any such case, the
Company shall indemnify, defend and hold harmless the Purchaser from and against
and in respect of all losses, claims, liabilities, damages or expenses resulting
from,  imposed upon or incurred by the Purchaser,  directly or  indirectly,  and
reimburse such Purchaser for its reasonable legal and other expenses  (including
the cost of any investigation and preparation) incurred in connection therewith,
as such expenses are incurred. The indemnification and reimbursement obligations
of the Company  under this  paragraph  (a) shall be in addition to any liability
which the  Company  may  otherwise  have,  shall  extend upon the same terms and
conditions to any  Affiliates  of the  Purchaser who are actually  named in such
action, proceeding or investigation,  and partners, directors, agents, employees

                                       12
<PAGE>
and Purchaser Control Persons (if any), as the case may be, of the Purchaser and
any such  Affiliate,  and shall be binding  upon and inure to the benefit of any
successors,  assigns,  heirs and personal  representatives  of the Company,  the
Purchaser,  any such Affiliate and any such Person. The Company also agrees that
neither the Purchaser nor any such Affiliate, partner, director, agent, employee
or  Purchaser  Control  Person  shall have any  liability  to the Company or any
Person  asserting  claims on behalf of or in right of the Company in  connection
with  or as a  result  of the  consummation  of  this  Agreement  or  the  other
Transaction  Documents,  except as may be expressly and specifically provided in
or contemplated by this Agreement.

     (b) All claims for  indemnification  by any  Indemnified  Party (as defined
below) under this Section shall be asserted and resolved as follows:

     (i) In the  event  any claim or  demand  in  respect  of which  any  Person
claiming  indemnification  under any provision of this Section (an  "Indemnified
Party")  might seek  indemnity  under  paragraph (a) of this Section is asserted
against or sought to be collected from such Indemnified  Party by a Person other
than a party  hereto or an  Affiliate  thereof  (a  "Third  Party  Claim"),  the
Indemnified Party shall deliver a written notification,  enclosing a copy of all
papers  served,  if any, and  specifying  the nature of and basis for such Third
Party Claim and for the Indemnified  Party's claim for  indemnification  that is
being  asserted  under any  provision  of this  Section  against any Person (the
"Indemnifying  Party"),  together  with the  amount  or, if not then  reasonably
ascertainable,  the estimated  amount,  determined in good faith,  of such Third
Party Claim (a "Claim  Notice") with reasonable  promptness to the  Indemnifying
Party.  If the  Indemnified  Party  fails  to  provide  the  Claim  Notice  with
reasonable  promptness after the Indemnified Party receives notice of such Third
Party Claim,  the  Indemnifying  Party shall not be  obligated to indemnify  the
Indemnified  Party with respect to such Third Party Claim to the extent that the
Indemnifying  Party's  ability to defend has been  prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as  practicable  within the period  ending  thirty  (30)  calendar  days
following  receipt  by the  Indemnifying  Party of  either a Claim  Notice or an
Indemnity  Notice  (as  defined  below)  (the  "Dispute   Period")  whether  the
Indemnifying  Party disputes its liability or the amount of its liability to the
Indemnified Party under this Section and whether the Indemnifying Party desires,
at its sole cost and expense, to defend the Indemnified Party against such Third
Party Claim. The following provisions shall also apply.

     (x) If the  Indemnifying  Party notifies the  Indemnified  Party within the
     Dispute  Period  that  the   Indemnifying   Party  desires  to  defend  the
     Indemnified  Party with  respect to the Third Party Claim  pursuant to this
     paragraph (b) of this Section,  then the Indemnifying  Party shall have the
     right to defend,  with counsel  reasonably  satisfactory to the Indemnified
     Party, at the sole cost and expense of the Indemnifying  Party,  such Third
     Party Claim by all  appropriate  proceedings,  which  proceedings  shall be
     vigorously and diligently  prosecuted by the Indemnifying  Party to a final
     conclusion or will be settled at the discretion of the  Indemnifying  Party
     (but  only with the  consent  of the  Indemnified  Party in the case of any
     settlement  that provides for any relief other than the payment of monetary
     damages or that  provides  for the payment of monetary  damages as to which
     the  Indemnified  Party  shall  not be  indemnified  in  full  pursuant  to
     paragraph  (a) of this  Section).  The  Indemnifying  Party shall have full
     control of such  defense  and  proceedings,  including  any  compromise  or
     settlement thereof;  provided,  however, that the Indemnified Party may, at
     the sole cost and expense of the  Indemnified  Party,  at any time prior to
     the  Indemnifying  Party's  delivery of the notice referred to in the first
     sentence  of this  subparagraph  (x),  file  any  motion,  answer  or other
     pleadings or take any other action that the  Indemnified  Party  reasonably
     believes to be necessary or appropriate protect its interests; and provided
     further, that if requested by the Indemnifying Party, the Indemnified Party
     will,  at the sole cost and  expense  of the  Indemnifying  Party,  provide
     reasonable  cooperation to the  Indemnifying  Party in contesting any Third

                                       13
<PAGE>
     Party Claim that the Indemnifying Party elects to contest.  The Indemnified
     Party may participate in, but not control, any defense or settlement of any
     Third Party Claim  controlled by the  Indemnifying  Party  pursuant to this
     subparagraph  (x), and except as provided in the  preceding  sentence,  the
     Indemnified  Party shall bear its own costs and  expenses  with  respect to
     such participation.  Notwithstanding  the foregoing,  the Indemnified Party
     may take over the  control of the  defense or  settlement  of a Third Party
     Claim at any time if it  irrevocably  waives its right to  indemnity  under
     paragraph (a) of this Section with respect to such Third Party Claim.

     (y) If the Indemnifying  Party fails to notify the Indemnified Party within
     the Dispute Period that the Indemnifying  Party desires to defend the Third
     Party  Claim  pursuant  to  paragraph  (b)  of  this  Section,  or  if  the
     Indemnifying Party gives such notice but fails to prosecute  vigorously and
     diligently or settle the Third Party Claim,  or if the  Indemnifying  Party
     fails to give any notice  whatsoever  within the Dispute  Period,  then the
     Indemnified  Party  shall  have the right to  defend,  at the sole cost and
     expense of the Indemnifying Party, the Third Party Claim by all appropriate
     proceedings, which proceedings shall be prosecuted by the Indemnified Party
     in a  reasonable  manner  and in  good  faith  or will  be  settled  at the
     discretion of the Indemnified  Party (with the consent of the  Indemnifying
     Party,  which consent will not be unreasonably  withheld).  The Indemnified
     Party will have full control of such defense and proceedings, including any
     compromise or settlement thereof;  provided,  however, that if requested by
     the Indemnified  Party, the  Indemnifying  Party will, at the sole cost and
     expense of the Indemnifying  Party,  provide reasonable  cooperation to the
     Indemnified Party and its counsel in contesting any Third Party Claim which
     the  Indemnified  Party  is  contesting.   Notwithstanding   the  foregoing
     provisions of this subparagraph (y), if the Indemnifying Party has notified
     the Indemnified Party within the Dispute Period that the Indemnifying Party
     disputes  its  liability  or the amount of its  liability  hereunder to the
     Indemnified  Party  with  respect  to such  Third  Party  Claim and if such
     dispute  is  resolved  in favor  of the  Indemnifying  Party in the  manner
     provided in  subparagraph  (z) below,  the  Indemnifying  Party will not be
     required to bear the costs and expenses of the Indemnified  Party's defense
     pursuant  to  this   subparagraph  (y)  or  of  the  Indemnifying   Party's
     participation   therein  at  the  Indemnified  Party's  request,   and  the
     Indemnified  Party shall reimburse the  Indemnifying  Party in full for all
     reasonable  costs  and  expenses  incurred  by the  Indemnifying  Party  in
     connection with such litigation. The Indemnifying Party may participate in,
     but not control,  any defense or settlement  controlled by the  Indemnified
     Party pursuant to this subparagraph  (y), and the Indemnifying  Party shall
     bear its own costs and expenses with respect to such participation.

     (z) If the Indemnifying  Party notifies the Indemnified  Party that it does
     not dispute its liability or the amount of its liability to the Indemnified
     Party with  respect to the Third Party Claim  under  paragraph  (a) of this
     Section or fails to notify the Indemnified  Party within the Dispute Period
     whether the Indemnifying  Party disputes its liability or the amount of its
     liability to the Indemnified  Party with respect to such Third Party Claim,
     the amount of Damages  specified in the Claim Notice shall be  conclusively
     deemed a liability of the  Indemnifying  Party under  paragraph (a) of this
     Section and the Indemnifying  Party shall pay the amount of such Damages to
     the  Indemnified  Party on  demand.  If the  Indemnifying  Party has timely
     disputed its liability or the amount of its liability  with respect to such
     claim,  the Indemnifying  Party and the Indemnified  Party shall proceed in
     good faith to negotiate a resolution  of such dispute;  provided,  however,
     that if the dispute is not resolved  within thirty (30) days after the date

                                       14
<PAGE>
     of the Claim Notice,  the Indemnifying Party shall be entitled to institute
     such legal action as it deems appropriate.

     (ii) In the event any Indemnified Party should have a claim under paragraph
(a) of this Section against the Indemnifying Party that does not involve a Third
Party Claim,  the  Indemnified  Party shall deliver a written  notification of a
claim for indemnity under paragraph (a) of this Section specifying the nature of
and basis for such claim,  together  with the amount or, if not then  reasonably
ascertainable, the estimated amount, determined in good faith, of such claim (an
"Indemnity  Notice") with reasonable  promptness to the Indemnifying  Party. The
failure by any Indemnified  Party to give the Indemnity  Notice shall not impair
such party's rights hereunder  except to the extent that the Indemnifying  Party
demonstrates  that  it  has  been  irreparably   prejudiced   thereby.   If  the
Indemnifying  Party notifies the Indemnified  Party that it does not dispute the
claim or the amount of the claim described in such Indemnity  Notice or fails to
notify the Indemnified  Party within the Dispute Period whether the Indemnifying
Party disputes the claim or the amount of the claim  described in such Indemnity
Notice,  the  amount  of  Damages  specified  in the  Indemnity  Notice  will be
conclusively deemed a liability of the Indemnifying Party under paragraph (a) of
this Section and the Indemnifying  Party shall pay the amount of such Damages to
the Indemnified Party on demand.  If the Indemnifying  Party has timely disputed
its  liability or the amount of its  liability  with respect to such claim,  the
Indemnifying  Party and the  Indemnified  Party  shall  proceed in good faith to
negotiate a resolution of such dispute;  provided,  however, that it the dispute
is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.

     (c) The indemnity  agreements  contained herein shall be in addition to (i)
any cause of action or  similar  rights of the  indemnified  party  against  the
indemnifying  party or others,  and (ii) any liabilities the indemnifying  party
may be subject to.

     9. JURY TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by
jury in any action,  proceeding or counterclaim brought by either of the parties
hereto  against the other in respect of any matter  arising out or in connection
with the Transaction Documents.

     10. GOVERNING LAW: MISCELLANEOUS.

     (a) (i) This Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of New York for  contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict of laws. Each of the parties consents to the exclusive  jurisdiction of
the federal courts whose districts encompass any part of the state courts of the
State of New York as in connection with any dispute arising under this Agreement
or any of the other  Transaction  Documents  and hereby  waives,  to the maximum
extent  permitted by law, any objection,  including any objection based on FORUM
NON CONVENIENS,  to the bringing of any such proceeding in such jurisdictions or
to any claim that such venue of the suit,  action or proceeding is improper.  To
the extent  determined by such court,  the Company shall reimburse the Purchaser
for any  reasonable  legal fees and  disbursements  incurred by the Purchaser in
enforcement  of or protection of any of its rights under any of the  Transaction
Documents.  Nothing  in this  Section  shall  affect or limit any right to serve
process in any other manner permitted by law.

     (ii) The Company and the Purchaser  acknowledge and agree that  irreparable
damage would occur in the event that any of the  provisions of this Agreement or
the other  Transaction  Documents  were not performed in  accordance  with their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be entitled to an injunction  or  injunctions  to prevent or cure
breaches of the provisions of this Agreement and the other Transaction Documents

                                       15
<PAGE>
and to enforce  specifically the terms and provisions  hereof and thereof,  this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

     (b) If any provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

     (c) This  Agreement may be amended only by an instrument in writing  signed
by the party to be charged with enforcement thereof.

     11. NOTICES.  Any notice required or permitted  hereunder shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given on the earliest of:

     (a) the date  delivered,  if  delivered  by  personal  delivery  as against
written receipt therefor or by confirmed facsimile transmission,

     (b) the fifth Trading Day after  deposit,  postage  prepaid,  in the United
States Postal Service by registered or certified mail, or

     (c) the third  Trading  Day after  mailing  by  domestic  or  international
express courier,  with delivery costs and fees prepaid, in each case,  addressed
to each of the other parties thereunto  entitled at the following  addresses (or
at such other  addresses as such party may  designate by ten (10) days'  advance
written notice similarly given to each of the other parties hereto):

COMPANY:             Trident Brands Incorporated
                     200 South Executive Drive, Suite 101
                     Brookfield, WI 53005
                     U.S.A.
                     Tel: 262-789-6689
                     Fax: 262-789-6689
                     Attention: Michael Browne

PURCHASER:           _________________________________.

                     _________________________________.

                     _________________________________.

                     Tel: ?
                     Fax: ?
                     Attention: ?

     12.  SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  The  Company's and the
Purchaser's  representations  and warranties  herein shall survive the execution
and  delivery of this  Agreement  and the delivery of the  Certificates  and the
payment of the Purchase Amount,  and shall inure to the benefit of the Purchaser
and the Company and their respective successors and assigns.

                                       16
<PAGE>
     IN WITNESS WHEREOF,  this Agreement has been duly executed by the Purchaser
and the Company as of the date set first above written.

                                 CONTINENTAL INGREDIENTS CORPORATION


                                  By: /s/Rob Campbell
                                    --------------------------------------------
                                  Name:  Rob Campbell
                                  Title: Managing Partner

                                 TRIDENT BRANDS INCORPORATED

                                 By: /s/Mark Holcombe
                                    --------------------------------------------
                                   Name:  Mark Holcombe
                                   Title: Chairman

                                       17
<PAGE>
                                   SCHEDULE 1A
                          CERTIFICATE OF U.S. INVESTOR

                                 Not Applicable

                         -------------------------------



                                       18
<PAGE>
                                   SCHEDULE 1B
                        CERTIFICATE OF NON-U.S. INVESTOR

In  connection  with  the  issuance  of  share  purchase  warrants  (the  "Pubco
Warrants")  and/or the issuance of common shares underlying the Pubco Warrants (
the "Pubco  Shares"  and,  collectively  with the "Pubco  Warrants",  the "Pubco
Securities") of Trident Brands Incorporated., a company incorporated pursuant to
the laws of the State of Nevada ("Pubco"), to the undersigned,  pursuant to that
certain  Purchase  Agreement dated February 29, 2015 (the  "Agreement")  between
Pubco and the undersigned, the undersigned investor hereby agrees, acknowledges,
represents and warrants that:

     1. the  undersigned is not a "U.S.  Person" as such term is defined by Rule
902 of Regulation S under the United States  Securities  Act of 1933, as amended
("U.S.  Securities  Act") (the definition of which includes,  but is not limited
to,  an  individual  resident  in the U.S.  and an  estate or trust of which any
executor  or  administrator  or trust,  respectively  is a U.S.  Person  and any
partnership  or  corporation  organized  or  incorporated  under the laws of the
U.S.);

     2. none of the Pubco  Securities have been or will be registered  under the
U.S.  Securities  Act, or under any state  securities  or "blue sky" laws of any
state of the United States,  and may not be offered or sold in the United States
or,  directly  or  indirectly,  to U.S.  Persons,  as that  term is  defined  in
Regulation  S, except in  accordance  with the  provisions  of  Regulation  S or
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements of the U.S. Securities Act and in compliance with any
applicable state and foreign securities laws;

     3. the  undersigned  understands and agrees that offers and sales of any of
the Pubco  Securities  prior to the expiration of a period of one year after the
date  of  original  issuance  of the  Pubco  Securities  (the  one  year  period
hereinafter  referred to as the  Distribution  Compliance  Period) shall only be
made in compliance  with the safe harbor  provisions  set forth in Regulation S,
pursuant  to the  registration  provisions  of  the  U.S.  Securities  Act or an
exemption  therefrom,  and that all  offers  and sales  after  the  Distribution
Compliance  Period  shall  be made  only in  compliance  with  the  registration
provisions of the U.S. Securities Act or an exemption therefrom and in each case
only in accordance with applicable state and foreign securities laws;

     4. the  undersigned  understands  and agrees  not to engage in any  hedging
transactions  involving any of the Pubco Securities unless such transactions are
in compliance  with the  provisions of the U.S.  Securities Act and in each case
only in accordance with applicable state and provincial securities laws;

     5. the  undersigned is acquiring the Pubco  Securities for investment  only
and not with a view to resale or  distribution  and,  in  particular,  it has no
intention  to  distribute  either  directly  or  indirectly  any  of  the  Pubco
Securities in the United States or to U.S. Persons;

     6. the  undersigned  has not acquired the Pubco  Securities as a result of,
and will not itself  engage in, any  directed  selling  efforts  (as  defined in
Regulation S under the U.S.  Securities  Act) in the United States in respect of
the Pubco  Securities  which would  include any  activities  undertaken  for the
purpose  of,  or that  could  reasonably  be  expected  to have the  effect  of,
conditioning  the market in the United States for the resale of any of the Pubco
Securities;  provided,  however,  that the  undersigned  may  sell or  otherwise
dispose of the Pubco Securities pursuant to registration  thereof under the U.S.
Securities Act and any applicable state and provincial  securities laws or under
an exemption from such registration requirements;

                                       19
<PAGE>
     7. the statutory  and  regulatory  basis for the exemption  claimed for the
sale of the Pubco Securities,  although in technical  compliance with Regulation
S, would not be  available  if the offering is part of a plan or scheme to evade
the registration  provisions of the U.S.  Securities Act or any applicable state
and provincial securities laws;

     8. the  undersigned  has not  undertaken,  and will have no obligation,  to
register any of the Pubco Securities under the U.S. Securities Act;

     9.  Pubco  is  entitled  to  rely  on  the  acknowledgements,   agreements,
representations  and  warranties  and the  statements and answers of the Selling
Shareholders  contained in the Agreement and those of the undersigned  contained
in this Certificate,  and the undersigned will hold harmless Pubco from any loss
or  damage  either  one may  suffer  as a result  of any such  acknowledgements,
agreements,  representations  and/or warranties made by the Selling Shareholders
and/or the undersigned not being true and correct;

     10. the undersigned has been advised to consult their own respective legal,
tax and other  advisors with respect to the merits and risks of an investment in
the Pubco  Securities and, with respect to applicable  resale  restrictions,  is
solely responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions;

     11.  none of the Pubco  Securities  are  listed on any  stock  exchange  or
automated  dealer quotation  system and no  representation  has been made to the
undersigned  that any of the Pubco  Securities  will become  listed on any stock
exchange or automated dealer  quotation  system,  except that currently  certain
market  makers  make  market in the common  shares of Pubco on the OTC  Bulletin
Board;

     12.  the  undersigned  is outside  the United  States  when  receiving  and
executing this Agreement and is acquiring the Pubco  Securities as principal for
their own account, for investment purposes only, and not with a view to, or for,
resale,  distribution or fractionalization  thereof, in whole or in part, and no
other  person  has a  direct  or  indirect  beneficial  interest  in  the  Pubco
Securities;

     13.  neither  the  SEC nor  any  other  securities  commission  or  similar
regulatory  authority  has  reviewed  or  passed  on the  merits  of  the  Pubco
Securities;

     14. the Pubco  Securities are not being  acquired,  directly or indirectly,
for the account or benefit of a U.S. Person or a person in the United States;

     15. the  undersigned  acknowledges  and agrees that Pubco  shall  refuse to
register  any  transfer  of Pubco  Securities  not made in  accordance  with the
provisions of Regulation S, pursuant to registration  under the U.S.  Securities
Act, or pursuant to an available exemption from registration under the U.S.
Securities Act;

     16. the undersigned  understands and agrees that the Pubco  Securities will
bear the following legend:

     "THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
     TRANSACTION TO A PERSON WHO IS NOT A U.S.  PERSON (AS DEFINED  HEREIN)
     PURSUANT TO  REGULATION S UNDER THE UNITED  STATES  SECURITIES  ACT OF
     1933, AS AMENDED (THE "1933 ACT").

     NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED UNDER
     THE 1933  ACT,  OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,  UNLESS SO

                                       20
<PAGE>
     REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
     UNITED  STATES  (AS  DEFINED  HEREIN)  OR TO U.S.  PERSONS  EXCEPT  IN
     ACCORDANCE  WITH THE  PROVISIONS  OF  REGULATION S UNDER THE 1933 ACT,
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
     PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT
     SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE 1933 ACT AND IN EACH
     CASE ONLY IN ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS. IN
     ADDITION,  HEDGING  TRANSACTIONS  INVOLVING THE  SECURITIES MAY NOT BE
     CONDUCTED  UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
     "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

     17. the address of the  undersigned  included herein is the sole address of
the undersigned as of the date of this certificate.

     IN  WITNESS   WHEREOF,   I  have  executed  this  Certificate  of  Non-U.S.
Shareholder.


/s/Rob Campbell                                        Date: February 29, 2016
-----------------------------------
Signature

Rob Campbell
-----------------------------------
Print

                                       21
<PAGE>
                                   SCHEDULE 2

                       SENIOR INDEBTEDNESS OF THE COMPANY

       Senior Secured Convertible Promissory Note dated January 29, 2015.
       Issued to LPF (MCTECH) Investment Corp. in the aggregate principal
                              amount of $2,300,000.


                                       22
<PAGE>
                                     ANNEX I

                                  FORM OF NOTE

                             SECURED PROMISSORY NOTE
                           TRIDENT BRANDS INCORPORATED

                         Promissory Note for US$200,000
                              due February 28, 2016

                                                                      US$200,000
Dated: February 29, 2016 (the "Issuance Date")

     For value received, TRIDENT BRANDS INCORPORATED,  a Nevada corporation (the
"Company"),  hereby  promises  to pay to the  order of  Continental  Ingredients
Corporation  (together  with  its  successors,  representatives,  and  permitted
assigns,  the "Holder"),  in accordance with the terms hereinafter  provided for
the Note, up to an aggregate of Two Hundred THOUSAND DOLLARS  (US$200,000)  (the
"Principal  Amount")  plus  accrued  and unpaid  Interest  (as  defined in below
Section  1.2) and  subject to the terms  hereof.  The  Principal  Amount and the
Interest outstanding shall be due and payable on the date that is 12 months from
the Issuance  Date (as defined  above)  subject to the  conversion  terms hereof
(referred to herein as the "Maturity Date.")

     All  payments  under or pursuant to each Note refer to and shall be made in
United  States  Dollars  in  immediately  available  funds to the  Holder at the
address of the Holder first set forth above or at such other place as the Holder
may designate from time to time in writing to the Company.

                                    ARTICLE I

                                  GENERAL TERMS

     Section 1.1 Purchase  Agreement.  This Note has been executed and delivered
pursuant  to the Note  Purchase  Agreement  dated as of  February  29, 2016 (the
"Purchase  Agreement")  by and  between the  Company  and the  purchaser  listed
therein.  Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Purchase Agreement.

     Section  1.2  Interest.  The  Principal  Amount  shall bear  interest  from
Issuance  Date at the rate of ten percent (10%) per annum,  calculated  daily in
arrears based on a three hundred and sixty (360) day year (the "Interest").

     Section 1.3 Payment on Non-Business  Days.  Whenever any payment to be made
shall be due on a  Saturday,  Sunday or a public  holiday  under the laws of the
State of New York, such payment may be due on the next succeeding  Business Day.
The term "Business Day" shall mean any day except  Saturday,  Sunday and any day
that shall be a federal legal holiday or a day on which banking  institutions in
the State of New York are  authorized  or required by law or other  governmental
action to close.

     Section 1.4 Transfer.  This Note may be transferred or sold, subject to the
provisions  of Section 4.8, or pledged,  hypothecated  or  otherwise  granted as
security by the Holder.

     Section 1.5 Security. To secure the due payment of the Principal Amount and
Interest  payable under the Note,  the Company shall cause to be provided to the

                                       23
<PAGE>
Holder  contemporaneously  with the execution of this Note, the General Security
Agreement  (the "Security  Agreement")  annexed hereto as Exhibit C granting the
Holder a security  interest in all of the present  and after  acquired  personal
property of the Company.

                                   ARTICLE II

                           EVENTS OF DEFAULT; REMEDIES

     Section  2.1 Events of  Default.  The  occurrence  of any of the  following
events shall be an "Event of Default" under the Note:

     (a) the Company shall fail to make the payment of any outstanding Principal
Amount or Interest on the date such payment is due hereunder;

     (b)  default  shall be made in the  performance  or  observance  of (i) any
covenant,  condition or agreement contained in this Note and such default is not
fully cured within five (5) Business Days after the  occurrence  thereof or (ii)
any covenant,  condition or agreement contained in the Purchase  Agreement,  the
Security  Agreement,  or all ancillary documents referred to in those agreements
(collectively,  the "Transaction  Documents,"  which is not covered by any other
provisions  of this  Section 2.1 and such default is not fully cured within five
(5) Business Days after the occurrence thereof;

     (c) any representation,  warranty or covenant made by the Company herein or
in the Purchase Agreement or any other Transaction  Document shall prove to have
been false or incorrect or breached on the date as of which made;

     (d) the Company  shall (i) apply for or consent to the  appointment  of, or
the taking of possession by, a receiver,  custodian,  trustee, liquidator or the
like of itself or of all or a substantial  part of its property or assets,  (ii)
make a general  assignment  for the benefit of its  creditors,  (iii) commence a
voluntary case under the U.S. Bankruptcy Code (as now or hereafter in effect) or
under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a
petition  seeking to take advantage of any bankruptcy,  insolvency,  moratorium,
reorganization  or other  similar law affecting  the  enforcement  of creditors'
rights  generally,  (v) acquiesce in writing to any petition filed against it in
an involuntary  case under U.S.  Bankruptcy Code (as now or hereafter in effect)
or under the comparable  laws of any  jurisdiction  (foreign or domestic),  (vi)
issue a notice of bankruptcy or winding down of its  operations or issue a press
release  regarding  same,  or  (vii)  take  any  action  under  the  laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing;

     (e) a  proceeding  or case shall be  commenced  in respect of the  Company,
without its  application  or consent,  in any court of  competent  jurisdiction,
seeking (i) the liquidation,  reorganization,  moratorium,  dissolution, winding
up, or  composition  or  readjustment  of its debts,  (ii) the  appointment of a
trustee, receiver, custodian,  liquidator or the like of itself or of all or any
substantial part of its property or assets in connection with the liquidation or
dissolution  of the Company or (iii)  similar  relief in respect of it under any
law providing for the relief of debtors,  and such  proceeding or case described
in clause (i),  (ii) or (iii) shall  continue  undismissed,  or unstayed  and in
effect, for a period of sixty (60) days or any order for relief shall be entered
in an  involuntary  case  under U.S.  Bankruptcy  Code (as now or  hereafter  in
effect) or under the comparable laws of any  jurisdiction  (foreign or domestic)
against the  Company or action  under the laws of any  jurisdiction  (foreign or
domestic)  analogous to any of the foregoing  shall be taken with respect to the
Company and shall continue  undismissed,  or unstayed and in effect for a period
of sixty (60) days;

     (f) the failure of the Company to pay any amounts due to the Holder  (other
than outstanding  Principal  Amount and Interest  referred to in Section 2.1(a),

                                       24
<PAGE>
the  failure of which to pay when due shall be an  immediate  Event of  Default)
herein within three (3) Business Days of receipt of notice to the Company;

     (g) actions,  suits,  proceedings,  claims or disputes pending,  at law, in
equity, in arbitration or before any governmental  authority,  arise against the
Company,  which  result in  equitable  relief or monetary  judgment(s)  or liens
against the Company;

     (h) the Collateral fails to perfect, or is delayed from perfection; or

     (i) the  Company  fails to perform or comply  with any term,  provision  or
condition of any other  agreement,  document or other  instrument  evidencing or
supporting  any  indebtedness  owing  from the  Company to the  Holder,  whether
currently existing or incurred after the date of this Agreement.

     Section 2.2 Remedies Upon An Event of Default. If an Event of Default shall
have occurred and shall be continuing, the Holder may at any time at its option:
(a) declare all or a portion of the unpaid  balance of the Principal  Amount and
all Interest accrued but unpaid thereon of the Note, and all other amounts owing
or payable  hereunder or under any Transaction  Document,  due and payable,  and
thereupon,  the  same  shall  be  accelerated  and so due and  payable,  without
presentment,  demand,  protest,  or notice,  all of which are  hereby  expressly
unconditionally and irrevocably waived by the Company;  provided,  however, that
upon the  occurrence of an Event of Default  described in (i) Section  2.1(d) or
2.1(e) (in the case of Section  2.1(e) upon the  expiration of the 60-day period
mentioned  therein),  the outstanding  Principal Amount and all Interest accrued
but  unpaid in  respect of this  Note,  and all other  amounts  owing or payable
hereunder or under any  Transaction  Document,  shall be  automatically  due and
payable,  and (ii) exercise or otherwise enforce any one or more of the Holder's
rights, powers, privileges, remedies and interests under this Note, the Purchase
Agreement,  other Transaction  Document or applicable law. No course of delay on
the part of the Holder shall operate as a waiver thereof or otherwise  prejudice
the right of the Holder.  No remedy  conferred  hereby shall be exclusive of any
other remedy referred to herein or now or hereafter available at law, in equity,
by statute or otherwise.

                                   ARTICLE III

                                   PREPAYMENT

     Section 3.1 Prepayment.

     (a) Prepayment at the Election of the Company.  The unpaid Principal Amount
of this Note and any accrued but unpaid interest thereon may be prepaid in whole
or in part from time to time without the prior written consent of Holder.

     (b)  Prepayment  Procedure.  The Company  shall give not less than ten (10)
days  notice to Holder  of its  election  to  exercise  its right of  prepayment
pursuant to above section  3.1(a).  Such notice shall  stipulate the  prepayment
date and amount to be prepaid  (the  "Prepayment  Amount").  Thereafter,  if the
Company  shall  fail  to  make  timely  delivery  of the  Prepayment  Amount  in
accordance  with its notice of prepayment,  the  Prepayment  Amount shall become
immediately due and payable without presentment, demand, protest, or notice.

                                   ARTICLE IV

                                  MISCELLANEOUS

     Section 4.1 Notices.

     (a) Any notice, demand,  request, waiver or other communication required or
permitted to be given  hereunder  shall be in writing and shall be effective (a)

                                       25
<PAGE>
upon hand delivery by telex (with  correct  answer back  received),  telecopy or
facsimile  at the address or number  designated  in the Purchase  Agreement  (if
delivered on a Business Day during normal business hours where such notice is to
be received),  or the first  Business Day following  such delivery (if delivered
other than on a Business Day during normal  business  hours where such notice is
to be received) or (b) on the second  Business Day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing, whichever shall first occur.

     Section 4.2  Governing  Law. The Note shall be governed by and construed in
accordance  with the  internal  laws of the  State of New York,  without  giving
effect to any of the  conflicts  of law  principles  which  would  result in the
application of the substantive law of another  jurisdiction.  The Note shall not
be interpreted or construed with any  presumption  against the party causing the
Note to be drafted.

     Section 4.3 Headings. Article and section headings in the Note are included
herein for purposes of  convenience of reference only and shall not constitute a
part of this Note for any other purpose.

     Section 4.4 Remedies,  Characterizations,  Other Obligations,  Breaches and
Injunctive  Relief. The remedies provided in the Note shall be cumulative and in
addition to all other  remedies  available  under the Note,  at law or in equity
(including,  without limitation,  a decree of specific  performance and/or other
injunctive  relief),  no  remedy  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall limit the Holder's  right to pursue actual  damages for any failure by the
Company to comply with the terms of the Note.  Amounts set forth or provided for
herein with respect to payments,  conversion  and the like (and the  computation
thereof) shall be the amounts to be received by the Holder and shall not, except
as expressly  provided herein, be subject to any other obligation of the Company
(or the performance  thereof).  The Company  acknowledges that a breach by it of
its obligations hereunder will cause irreparable and material harm to the Holder
and that the remedy at law for any such breach may be inadequate.  Therefore the
Company agrees that, in the event of any such breach or threatened  breach,  the
Holder  shall be  entitled,  in  addition  to all  other  available  rights  and
remedies,  at law or in  equity,  to seek  and  obtain  such  equitable  relief,
including  but not  limited  to an  injunction  restraining  any such  breach or
threatened  breach,  without the necessity of showing  economic loss and without
any bond or other security being required.

     Section 4.5 Enforcement  Expenses.  The Company agrees to pay all costs and
expenses of enforcement of the Note, including,  without limitation,  reasonable
attorneys' fees and expenses.

     Section 4.6 Binding  Effect.  The obligations of the Company and the Holder
set forth herein shall be binding upon the  successors  and assigns of each such
party,  whether or not such  successors  or assigns are  permitted  by the terms
hereof.

     Section  4.7  Amendments.  The Note may not be  modified  or amended in any
manner except in writing executed by the Company and the Holder.

     Section 4.8 Consent to Jurisdiction. Each of the Company and the Holder (i)
hereby irrevocably submits to the non-exclusive jurisdiction of the State of New
York for the  purposes  of any suit,  action  or  proceeding  arising  out of or
relating  to this Note and (ii) hereby  waives,  and agrees not to assert in any
such suit, action or proceeding,  any claim that it is not personally subject to
the jurisdiction of such court,  that the suit,  action or proceeding is brought
in an inconvenient  forum or that the venue of the suit, action or proceeding is

                                       26
<PAGE>
improper. Each of the Company and the Holder consents to process being served in
any such suit,  action or  proceeding by mailing a copy thereof to such party at
the address in effect for notices to it under the Purchase  Agreement and agrees
that such service shall  constitute  good and sufficient  service of process and
notice  thereof.  Nothing in this Section 4.8 shall affect or limit any right to
serve process in any other manner  permitted by law. Each of the Company and the
Holder hereby agree that the prevailing party in any suit,  action or proceeding
arising out of or relating to this Note shall be entitled to  reimbursement  for
reasonable legal fees from the non-prevailing party.

     Section 4.9 Parties in Interest.  The Note shall be binding upon,  inure to
the  benefit  of and be  enforceable  by  the  Company,  the  Holder  and  their
respective successors and permitted assigns.

     Section 4.10 Failure or Indulgence  Not Waiver.  No failure or delay on the
part of the Holder in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

     Section 4.11 Company  Waivers.  Except as otherwise  specifically  provided
herein, the Company and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment, protest and all other demands' and notices in connection with the
delivery,  acceptance,  performance  and enforcement of this Note, and do hereby
consent to any number of renewals of  extensions  of the time or payment  hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon,  all without affecting the liability
of the other persons,  firms or the Company liable for the payment of this Note,
AND DO HEREBY WAIVE TRIAL BY JURY.

                                 TRIDENT BRANDS INCORPORATED

                                  By: /s/Mark Holcombe
                                     -----------------------------------
                                 Name:  Mark Holcombe
                                 Title: Chairman


                                       27
<PAGE>
                                    ANNEX II

                      EXHIBIT A TO SECURED PROMISSORY NOTE

                           GENERAL SECURITY AGREEMENT

     THIS GENERAL SECURITY  AGREEMENT made as of the 29th day of February,  2016
(this "AGREEMENT")

     BETWEEN:

          TRIDENT BRANDS INCORPORATED

          (the "GUARANTOR")

     AND:

          CONTINENTAL INGREDIENTS CORPORATION

               (the "SECURED PARTY")

     WHEREAS:

A.   As evidenced by a Secured  Promissory Note dated for reference February 29,
     2016,  as  the  same  may  be  amended,  supplemented,  extended,  renewed,
     restated,  replaced  or  superseded  from time to time  (collectively,  the
     "NOTES" and each, a "NOTE")  between the  Guarantor,  as borrower,  and the
     Secured Party, as lender, the Guarantor has obtained loans in the aggregate
     principal amounts of US$200,000;

B.   As a material  inducement  to the Secured  Party to purchase the Note,  the
     Guarantor  has agreed to provide a security  agreement  securing  the loans
     documented  by the  Note.  FOR VALUE  RECEIVED,  the  Guarantor  covenants,
     agrees, warrants, represents, acknowledges, and confirms to
and with the  Secured  Party and  creates  and  grants the  mortgages,  pledges,
charges, transfers, assignments, and security interests as follows:

1. SECURITY INTEREST.

1.1 As security for the payment and  performance of the  Obligations (as defined
in Section 3), the  Guarantor,  subject to the  exceptions set out in Section 2,
does  grant to the  Secured  Party a lien on, and a  security  interest  in, and
mortgages,  pledges,  charges,  transfers  and  assigns  absolutely,  all of the
Guarantor's  present and after  acquired  personal  property,  and all  personal
property  in which the  Guarantor  has rights,  of  whatever  nature or kind and
wherever  situated,  including,  without  limitations,  all of the following now
owned or in future owned or acquired by or on behalf of the Guarantor:

     (a) all goods, including:

          (i)  all inventory of whatever kind and wherever  situate,  including,
               without  limitation,  goods acquired or held for sale or lease or
               furnished  or  to be  furnished  under  contracts  of  rental  or
               service,  all raw materials,  work in progress,  finished  goods,
               returned goods,  repossessed  goods and all packaging  materials,
               supplies,  and  containers  relating  to or used or  consumed  in
               connection   with  any  of  the  foregoing   (collectively,   the
               "Inventory");

                                       28
<PAGE>
          (ii) all equipment of whatever kind and wherever situated,  including,
               without  limitation,  all  machinery,  tools,  apparatus,  plant,
               fixtures,  furniture,  furnishings,   chattels,  motor  vehicles,
               vessels,  and other tangible personal property of whatever nature
               or kind (collectively, the "EQUIPMENT");

     (b)  all book accounts and book debts and  generally  all accounts,  debts,
          dues,  claims,  choses in action, and demands of every nature and kind
          however arising or secured  including letters of credit and advices of
          credit,  which are now due, owing, or accruing,  or growing due to, or
          owned by, or which may in future become due,  owing,  or accruing,  or
          growing due to, or owned by the Guarantor (the "ACCOUNTS");

     (c)  all  contractual  rights,  insurance,   claims,  licenses,   goodwill,
          patents,  trademarks, trade names, copyrights, and other industrial or
          intellectual  property of the  Guarantor or in which the Guarantor has
          an interest, all other choses in action of the Guarantor of every kind
          which now are,  or which may in future be, due or owing to or owned by
          the  Guarantor,  and all other  intangible  property of the  Guarantor
          which is not Accounts, Chattel Paper, Instruments, Documents of Title,
          securities, or Money;

     (d)  all Money;

     (e)  all property  described in Schedule "A" to this  Agreement,  or in any
          schedule  now or at any time in future  annexed to this  Agreement  or
          agreed to form part of this Agreement;

     (f)  the undertaking of the Guarantor;

     (g)  all Chattel  Paper,  Documents of Title  (whether  negotiable or not),
          Instruments,  intangibles, and securities now owned or in future owned
          or acquired by or on behalf of the Guarantor (including those returned
          to or  repossessed  by the  Guarantor)  and  all  other  goods  of the
          Guarantor that are not Equipment, Inventory, or Accounts;

     (h)  all deeds,  documents,  writings,  papers, books of account, and other
          books  and  electronically  recorded  data  relating  to  any  of  the
          foregoing  or by which  any of the  foregoing  is or may in  future be
          secured, evidenced, acknowledged, or made payable; and

     (i)  all renewals, accretions and substitutions of any of the foregoing and
          all after acquired personal property and fixtures and farm products in
          any form  derived  directly or  indirectly  from any dealing  with the
          Collateral  (as  defined in Section  1.2) or the  Proceeds,  including
          rights  to  insurance  payments  and any other  payments  representing
          indemnity or compensation  for loss or damage to the Collateral or the
          Proceeds.

1.2  The  security  interests  created  or  granted  under  Section  1.1 of this
Agreement are  collectively  called the "SECURITY  INTEREST",  and all property,
assets, interests, and undertakings (including Proceeds) subject to the Security
Interest or  otherwise  charged or secured by this  Agreement or expressed to be
charged, assigned or transferred,  or secured by any Instruments supplemental to
this Agreement or in  implementation  of this Agreement are collectively  called
the "COLLATERAL".

1.3 The Secured Party acknowledges and agrees that the Security Interest granted
hereunder  shall  be  subordinate  to the  general  security  interest  (whether
registered  or  unregistered)  in the  Collateral  granted by the  Guarantor  in
respect of the Senior Secured Convertible Promissory Note of the Guarantor dated
January  29, 2015  issued to LPF  (MCTECH)  Investment  Corp.  in the  aggregate
principal  amount of $2,300,000,  plus applicable  interest accrued thereon (the
"SENIOR SECURITY INTEREST"). The Secured Party agrees to take such action as may
be  reasonably  required by the Guarantor to  subordinate  the  registration  of
Security  Interest  granted  hereunder  until such time as the  Senior  Security
Interest has been released.

2. EXCEPTIONS AND DEFINITIONS.

2.1 Any reference in this  Agreement to the "UNIFORM  COMMERCIAL  CODE" or "UCC"
means the Uniform  Commercial Code, as adopted and enacted and as in effect from
time to time in the State of Nevada.  Terms used herein which are defined in the
UCC and not otherwise defined herein shall have the respective meanings ascribed
to such terms in the UCC.

2.2 The Security Interest granted by this Agreement shall not extend or apply to
and the Collateral  shall not extend to the last day of the term of any lease or
agreement  to lease real  property,  but upon the  enforcement  of the  Security
Interest the Guarantor shall stand possessed of such last day in trust to assign
and dispose thereof as the Secured Party shall direct.

2.3 The Security  Interest  shall not render the Secured Party liable to observe
or perform any term or  covenant  or  condition  of any  agreement,  document or
Instrument  to which  the  Guarantor  is a party or by  which  it is  bound.  In
addition,  the  Security  Interests  do not and shall  not  extend  to,  and the
Collateral shall not include, any agreement, right, franchise, licence or permit
(the  "CONTRACTUAL  RIGHTS") to which the  Guarantor  is a party or of which the
Guarantor  has the  benefit,  to the extent that the  creation  of the  Security
Interests  herein would constitute a breach of the terms of or permit any person
to terminate the Contractual  Rights,  but the Guarantor shall hold its interest
therein in trust for the Secured Party and shall assign such Contractual  Rights
to the Secured Party  forthwith  upon obtaining the consent of all other parties
thereto.  The Guarantor  agrees that it shall, if required by the Secured Party,
use commercially reasonable efforts to obtain any consent required to permit any
Contractual  Rights to be  subject to the  Security  Interests  herein.

2.4 All Consumer Goods are excepted from the Security Interest.

2.5 Any reference in this Agreement to  "Collateral"  shall,  unless the context
otherwise  requires,  be deemed a reference to "Collateral or any part thereof".
The Collateral shall not include  Consumer Goods of the Guarantor.

2.6 The term "PROCEEDS", whenever used and interpreted as above, shall by way of
example include trade-ins, Equipment, cash, bank accounts, notes, Chattel Paper,
goods, contract rights,  Accounts, and any other personal property or obligation
received when such  Collateral or Proceeds are sold,  exchanged,  collected,  or
otherwise disposed of.

3. OBLIGATIONS SECURED.

     This  Agreement  and the  Security  Interest  are in addition to and not in
substitution  for any  other  security  interest  now or in  future  held by the
Secured Party from the Guarantor,  or from any other person and shall be general
and continuing security for the payment of all indebtedness and liability of the
Guarantor to the Secured Party (including interest thereon),  present or future,
absolute or contingent,  joint or several,  direct or indirect,  matured or not,
extended or renewed,  wherever and however  incurred,  and any ultimate  balance
thereof,  including  all  advances on current or running  account and all future
advances and re-advances,  and whether the same is from time to time reduced and
thereafter increased or entirely extinguished and thereafter incurred again, and
whether the  Guarantor be bound alone or with another or others,  and whether as

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principal or surety, and for the performance and satisfaction of all obligations
of the  Guarantor  to the  Secured  Party,  whether  or not  contained  in  this
Agreement or the Notes (all of which  indebtedness,  liability,  and obligations
are collectively the "OBLIGATIONS").

4. COVENANTS OF GUARANTOR.

           THE GUARANTOR COVENANTS AND AGREES WITH THE SECURED PARTY:

     (a)  not to change its name,  its  principal  place of business,  its chief
          executive  office or the  location  of any of the  Collateral  without
          giving 15 days' prior written notice thereof to the Secured Party;

     (b)  not to sell, exchange, transfer, assign, lease or otherwise dispose of
          or deal in any way  with  the  Collateral  or  release,  surrender  or
          abandon   possession  of  the  Collateral  or  move  or  transfer  the
          Collateral,  or enter into any agreement or  undertaking  to do any of
          the foregoing;

     (c)  not to create or permit to exist any  encumbrance  against  any of the
          Collateral,  except the Security  Interests  created by this Agreement
          and other  permitted  encumbrances,  as set forth in Schedule "B" (the
          "Permitted Encumbrances");

     (d)  to defend the title to the  Collateral  for the benefit of the Secured
          Party against all claims and demands;

     (e)  that the Guarantor  shall  maintain the Security  Interest  created by
          this  Agreement as a perfected  security  having at least the priority
          described  in Section 12 and shall defend such  Security  Interest and
          such priority against the claims and demands of all persons;

     (f)  to  promptly  pay  when due all  taxes,  assessments,  rates,  levies,
          payroll deductions,  workers' compensation assessments,  and any other
          charges  which could  result in the  creation  of a statutory  lien or
          deemed trust in respect of the Collateral;

     (g)  to do, make,  execute and deliver such further and other  assignments,
          transfers,  deeds,  security  agreements and other documents as may be
          required by the  Secured  Party to  establish  in favor of the Secured
          Party and perfect the Security  Interest intended to be created hereby
          and to accomplish the intention of this Agreement and, if requested by
          the Secured Party,  to specifically  assign to the Secured Party,  the
          Guarantor's rights and interests (but not the Guarantor's obligations)
          under any contracts to which the  Guarantor is a party,  which include
          the Guarantor instructing the transfer agent of the Guarantor:

          (i)  to comply with the Secured Party's orders without the Guarantor's
               further consent; or

          (ii) that the  Secured  Party  has the  same  rights  to the  Security
               Interests as the Guarantor;

     (h)  to  pay  all  expenses,  including  reasonable  solicitors'  fees  and
          disbursements,  receivers' fees and disbursements, and accounting fees
          and  disbursements  incurred by or on behalf of the Secured Party, its
          secured  parties,  or  any  Receiver,   as  hereinafter   defined,  in
          connection with inspecting the Collateral,  investigating title to the
          Collateral, the preparation, perfection, preservation, and enforcement
          of this Agreement, including taking, recovering and keeping possession
          of the  Collateral  and all  expenses  incurred by or on behalf of the
          Secured  Party,  its  agents or any  Receiver  (as  defined in Section
          11.1(a))  in  dealing  with  other   creditors  of  the  Guarantor  in
          connection with the  establishment and confirmation of the priority of

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<PAGE>
          the  Security  Interests,  all of  which  expenses  shall  be  payable
          forthwith upon demand with interest at the rate specified in the Notes
          and shall form part of the Obligations; and

          (i)  to  observe  and  perform  all of  its  obligations  under  or in
               connection with any other security  agreement creating a security
               interest over the Collateral or any part thereof.

5. ATTACHMENT.

     The  Guarantor acknowledges and confirms that:

     (a)  there is no intention to delay the time of  attachment of the Security
          Interest  created by this Agreement,  and the Security  Interest shall
          attach at the earliest time permissible  under the laws governing this
          Agreement;

     (b)  that value has been given; and

     (c)  that the Guarantor has (or in the case of any after acquired property,
          will have at the time of acquisition) rights in the Collateral.

6. USE AND VERIFICATION OF COLLATERAL.

     The Guarantor may, until default, possess, operate, collect, use and enjoy,
and deal with the Collateral in the ordinary course of the Guarantor's  business
in any manner not inconsistent  with the provisions of this Agreement;  provided
always that the Secured  Party shall have the right at any time and from time to
time to verify  the  existence  and state of the  Collateral  in any  manner the
Secured  Party may consider  appropriate.  The  Guarantor  agrees to furnish all
assistance and information and to perform all such acts as the Secured Party may
reasonably  request in connection  therewith,  and for such purposes to grant to
the Secured Party or its agents access to all places where the Collateral may be
located and to all premises occupied by the Guarantor.

7. INCOME FROM AND INTEREST ON COLLATERAL.

7.1 Until the  occurrence  of an Event of Default (as defined in Section  10.1),
the Guarantor reserves the right to receive any money  constituting  income from
or interest on the  Collateral  and if the Secured Party receives any such money
before the  occurrence  of an Event of Default,  the Secured  Party shall either
credit the amount of such money  against  the  Obligations  or pay the amount of
such money  promptly to the  Guarantor.

7.2 Upon the occurrence of an Event of Default,  the Guarantor shall not request
or receive any money constituting  income from or interest on the Collateral and
if the Guarantor  receives any such money in any event, the Guarantor shall hold
that money in trust for the Secured Party and shall pay the amount of that money
promptly to the Secured Party.

8. DISPOSITION OF MONIES.

     Subject to any applicable  requirements of the UCC, all monies collected or
received  by the Secured  Party  under or in exercise of any right it  possesses
with respect to  Collateral  shall be applied on account of the  Obligations  in
such  manner as the  Secured  Party  deems best or, at the option of the Secured
Party,  may be held  unappropriated  in a collateral  account or released to the
Guarantor, all without prejudice to the liability of the Guarantor or the rights
of the Secured  Party under this  Agreement,  and any surplus shall be accounted
for as required by law.

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<PAGE>
9. PERFORMANCE OF OBLIGATIONS.

     If the  Guarantor  fails  to  perform  any of its  obligations  under  this
Agreement,  the Secured  Party may, but shall not be obliged to,  perform any or
all of those  obligations  without prejudice to any other rights and remedies of
the Secured Party under this Agreement.

10. DEFAULT.

10.1 Unless waived by the Secured Party (whether in whole or in part),  it shall
be an event of default  (an "EVENT OF  DEFAULT")  under this  Agreement  and the
security  constituted  by this  Agreement  shall become  enforceable  if:

     (a)  an "Event of Default" (as that term is defined in the Notes,  only for
          purposes of this clause (a)) occurs under the Notes;

     (b)  any  term,  covenant,  representation  or  warranty  set  out in  this
          Agreement  is  breached  or if an Event of Default  occurs  under this
          Agreement;

     (c)  any amount owed to the Secured Party is not paid when due; or

     (d)  the Guarantor declares itself to be insolvent, makes an assignment for
          the  benefit  of  its  creditors,   is  declared  bankrupt,   declares
          bankruptcy,   makes  a  proposal,  or  otherwise  takes  advantage  of
          provisions  under the U.S.  Bankruptcy Code or similar  legislation in
          any  jurisdiction,  or fails to pay its debts generally as they become
          due; or

     (e)  a receiver or receiver-manager is appointed.

11. ENFORCEMENT.

11.1 Upon the occurrence and during the continuance of an Event of Default under
this Agreement,  the  Obligations  shall, at the option of the Secured Party, be
immediately due and payable and the Security  Interests granted hereby shall, at
the option of the Secured Party, become immediately enforceable.  To enforce and
realize on the security  constituted  by this  Agreement,  the Secured Party may
take any action permitted by law or in equity, as it may deem expedient,  and in
particular,  but without  limiting the generality of the foregoing,  the Secured
Party may do any of the following:

     (a)  appoint  by   instrument  a  receiver,   receiver   and  manager,   or
          receiver-manager (the person so appointed is called the "RECEIVER") of
          the  Collateral,  with  or  without  bond  as the  Secured  Party  may
          determine,  and from time to time in its  absolute  discretion  remove
          such Receiver and appoint another in its stead;

     (b)  enter upon any premises of the  Guarantor  and take  possession of the
          Collateral  with power to exclude the Guarantor,  its agents,  and its
          servants from those premises,  without  becoming liable as a mortgagee
          in possession;

     (c)  preserve,   protect,   and  maintain  the  Collateral  and  make  such
          replacements  and repairs and  additions as the Secured Party may deem
          advisable;

     (d)  sell,  lease,  or  otherwise  dispose  of  all  or  any  part  of  the
          Collateral,  whether by public or private sale or lease or  otherwise,
          in such manner,  at such price as can be reasonable  obtained,  and on
          such  terms  as to  credit  and  with  such  conditions  of  sale  and
          stipulations  as to  title  or  conveyance  or  evidence  of  title or
          otherwise as the Secured Party may deem  reasonable,  provided that if

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<PAGE>
          any sale, lease or other disposition is on credit, the Guarantor shall
          not be  entitled to be  credited  with the  proceeds of any such sale,
          lease or other  disposition  until the monies  therefor  are  actually
          received;

     (j)  exercise any of the powers set out in this Section  11.1,  without the
          appointment of a Receiver;

     (k)  institute  proceedings in any court of competent  jurisdiction for the
          appointment of a Receiver or for the sale of the Collateral;

     (l)  file proofs of claim and other  documents  in order to have the claims
          of the Secured Party lodged in any  bankruptcy,  winding-up,  or other
          judicial proceeding relating to each Guarantor; and

     (m)  exercise all of the rights and remedies  accorded to a "secured party"
          under the UCC.

11.2 Any Receiver appointed by the Secured Party may be any person licensed as a
trustee under  applicable  law, and the Secured Party may remove any Receiver so
appointed and appoint  another or others instead.  Any Receiver  appointed shall
act as the Secured  Party for the  Guarantor  for all  purposes,  including  the
occupation of any premises of the  Guarantor and in carrying on the  Guarantor's
business  and the  Secured  Party shall not be liable for any act or omission of
any  Receiver.  The  Guarantor  agrees to ratify and  confirm all actions of the
Receiver and to release and  indemnify  the  Receiver  and the Secured  Party in
respect of all such actions. Any Receiver so appointed shall have the power:

     (a)  to enter upon,  use, and occupy all premises  owned or occupied by the
          Guarantor;

     (b)  to take possession of the Collateral;

     (c)  to carry on the business of the Guarantor;

     (d)  to  borrow  money  required  for  the  maintenance,   preservation  or
          protection of the Collateral or for the carrying on of the business of
          the Guarantor,  and in the discretion of such Receiver,  to charge and
          grant further security  interests in the Collateral in priority to the
          Security Interests, as security for the money so borrowed;

     (e)  to sell,  lease, or otherwise dispose of the Collateral in whole or in
          part and for cash or  credit,  or part  cash and part  credit  on such
          terms  and  conditions  and  in  such  manner  as the  Receiver  shall
          determine in its discretion;

     (f)  to demand, commence, continue or defend any judicial or administrative
          proceedings  for  the  purpose  of  protecting,  seizing,  collecting,
          realizing or obtaining possession or payment of the Collateral, and to
          give valid and  effectual  receipts  and  discharges  therefor  and to
          compromise or give time for the payment or  performance  of all or any
          part of the Accounts or any other obligation of any third party to the
          Guarantor; and

     (g)  to exercise any rights or remedies  which could have been exercised by
          the Secured Party against the Guarantor or the Collateral.

11.3 Subject to the claims, if any, of the creditors of the Guarantor ranking in
priority  to this  Agreement,  all  amounts  realized  from the  disposition  of
Collateral  under this Agreement  shall be applied as the Secured Party,  in its
absolute  discretion,  may direct.  Subject to applicable law and the claims, if
any, of other  creditors  of the  Guarantor,  any  surplus  shall be paid to the
Guarantor.

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<PAGE>
11.4 The  Guarantor  agrees that the Secured  Party may  exercise its rights and
remedies  under  this  Agreement  immediately  upon  default,  except  as may be
otherwise provided in the UCC, and the Guarantor expressly confirms that, except
as may be otherwise  provided in this Agreement or in the UCC, the Secured Party
has not given any  covenant,  express or implied,  and is under no obligation to
allow the Guarantor any period of time to remedy any Event of Default before the
Secured Party exercises its rights and remedies under this  Agreement.

11.5 The Guarantor hereby irrevocably  constitutes and appoints any officer, for
the time being,  of the Secured Party to be, upon the  occurrence and during the
continuance  of an  Event  of  Default,  the true  and  lawful  attorney  of the
Guarantor,  with full power of  substitution,  to do,  make and execute all such
statements,  assignments,  documents,  acts, matters of things with the right to
use the  name of the  Guarantor  whenever  and  wherever  the  officer  may deem
necessary or  expedient  and from time to time to exercise all rights and powers
and to perform all acts of ownership in respect to the  Collateral in accordance
with this Agreement.

11.6 The  Secured  Party shall not be liable for any delay or failure to enforce
any remedies  available to it or to institute any proceedings for such purposes.
The Secured  Party may waive any Event of Default,  provided that no such waiver
shall be binding  upon the Secured  Party  unless in writing nor shall it affect
the rights or  remedies  of the Secured  Party in  connection  with any other or
subsequent Event of Default.

12. REPRESENTATIONS OF GUARANTOR.

12.1 The Guarantor represents and warrants that:

     (a)  this  Agreement  is  granted in  accordance  with  resolutions  of the
          directors  (and of the  shareholders  as applicable) of the Guarantor,
          and all other matters and things have been done and performed so as to
          authorize and make the  execution  and delivery of this  Agreement and
          the performance of the obligations of the Guarantor  hereunder  legal,
          valid and binding;

     (b)  it lawfully owns and possesses all presently  held  Collateral and has
          good  title  thereto,  free  from  all  security  interests,  charges,
          encumbrances,  liens and claims, save only the Permitted  Encumbrances
          and has  good  right  and  lawful  authority  to  grant  the  Security
          Interests  hereunder,  free  and  clear  of  all  security  interests,
          charges,  encumbrances,  liens and  claims,  other than the  Permitted
          Encumbrances; and

     (c)  the locations  specified in the attached  Schedule "C" with respect to
          goods  constituting the Collateral and of the business  operations and
          records of the Guarantor are accurate and complete; and

     (d)  the Security Interest granted pursuant to this Agreement constitutes a
          valid  and  continuing  perfected  Security  Interest  in favor of the
          Secured   Party  in  the   Collateral,   subject  (for  the  following
          Collateral) to the occurrence of the following: (i) in the case of the
          Collateral  in which a Security  Interest may be perfected by filing a
          financing  statement  under the UCC, the completion of the filings and
          other actions  specified in this Agreement  (which, in the case of all
          filings and other documents  referred to in this Agreement,  have been
          delivered to the Secured Party in completed and duly authorized form),
          (ii) with respect to any Deposit  Account,  the execution of a control
          account,  (iii) in the case of all copyrights,  trademarks and patents
          for which UCC filings are insufficient, all appropriate filings having
          been  made  with the U.S.  Copyright  Office  or the U.S.  Patent  and
          Trademark Office, as applicable,  (iv) in the case of letter-of-credit
          rights that are not  supporting  obligations  of the  Collateral,  the
          execution of a contractual  obligation granting control to the Secured
          Party over such letter-of-credit rights, (v) in the case of Electronic
          Chattel Paper,  the completion of all steps necessary to grant control
          to the Secured Party over such Electronic  Chattel Paper,  and (vi) in

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<PAGE>
          the case of vehicles,  the actions  required  pursuant to the UCC. The
          Security Interest shall be prior to all other liens on the Collateral,
          except: (i) for the Senior Security  Interest;  and (ii) for permitted
          liens having  priority  over the Secured  Party's lien by operation of
          law upon (x) in the case of all pledged  certificated  stock,  pledged
          debt Instruments and pledged investment  priority the delivery thereof
          to  the  Secured  Party  of  such   consisting  of   Instruments   and
          certificates,  in each case  properly  endorsed  for  transfer  to the
          Secured Party or in blank,  (y) in the case of all pledged  investment
          property not in certificated form, the execution of control agreements
          with respect to such investment  property,  and (z) in the case of all
          other  Instruments  and  Tangible  Chattel  Paper that are not pledged
          certificated  stock,  pledged debt  Instruments or pledged  investment
          property,   the  delivery   thereof  to  the  Secured  Party  of  such
          Instruments  and Tangible  Chattel Paper.  Except as set forth in this
          Section,  all  actions by the  Guarantor  necessary  or  desirable  to
          protect and perfect the lien granted  hereunder on the Collateral have
          been duly taken.

13. DEFICIENCY.

     If the amounts  realized from the  disposition  of the  Collateral  are not
sufficient  to pay the  Obligations  in full,  the  Guarantor  shall  pay to the
Secured  Party the amount of such  deficiency  immediately  upon  demand for the
same.

14. RIGHTS CUMULATIVE.

     All rights and remedies of the Secured Party set out in this  Agreement are
cumulative, and no right or remedy contained in this Agreement is intended to be
exclusive,  but each right and remedy  shall be in addition to every other right
or remedy  contained in this  Agreement  or in any  existing or future  security
agreement or now or in future existing at law, in equity or by statute, or under
any other  agreement  between the Guarantor and the Secured Party that may be in
effect from time to time.

15. LIABILITY OF SECURED PARTY.

     The  Secured  Party  shall  not be  responsible  or  liable  for any  debts
contracted  by it,  for  damages  to  persons or  property  or for  salaries  or
non-fulfilment  of  contracts  during any period  when the  Secured  Party shall
manage the Collateral upon entry,  as provided in this Agreement,  nor shall the
Secured  Party be liable to account as mortgagee in  possession  or for anything
except  actual  receipts  or be liable  for any loss on  realization  or for any
default or  omission  for which a mortgagee  in  possession  may be liable.  The
Secured  Party  shall not be bound to do,  observe  or  perform or to see to the
observance  or  performance  by the  Guarantor of any  obligations  or covenants
imposed  upon  the  Guarantor,  nor  shall  the  Secured  Party,  in the case of
Securities, Instruments, or Chattel Paper, be obliged to preserve rights against
other  persons,  nor  shall  the  Secured  Party be  obliged  to keep any of the
Collateral  identifiable.  The Guarantor waives any applicable  provision of law
permitted to be waived by it which imposes  higher or greater  obligations  upon
the Secured Party than as contained in this Section.

16. ACCOUNTS.

     Notwithstanding  any other provision of this  Agreement,  the Secured Party
may collect,  realize,  sell, or otherwise deal with the Accounts or any part of
them in such manner, upon such terms and conditions,  and at such time or times,
whether  before or after an Event of Default,  as may seem to it advisable,  and
without  notice to the  Guarantor,  except in the case of  disposition  after an
Event of Default and then  subject to the  provisions  of Part 6 of Article 9 of
the UCC.  All monies or other  forms of payment  received  by the  Guarantor  in
payment of any Account  shall be received and held by the Guarantor in trust for
the Secured Party.

17. APPROPRIATION OF PAYMENTS.

     Any and all payments made in respect of the  Obligations  from time to time
and monies realized from the Security  Interest held therefor  (including monies
collected in accordance  with or realized on any  enforcement of this Agreement)

                                       35
<PAGE>
may be applied to such part or parts of the Obligations as the Secured Party may
see fit, and the Secured Party may at all times and from time to time change any
appropriation as the Secured Party may see fit.

18. WAIVER.

     The  Secured  Party may from time to time and at any time waive in whole or
in part any right,  benefit or default under any Section of this Agreement,  but
any such  waiver of any right,  benefit,  or default  on any  occasion  shall be
deemed not to be a waiver of any such right, benefit, or default thereafter,  or
of any other  right,  benefit  or  default,  as the case may be, and no delay or
omission  by the  Secured  Party in  exercising  any right or remedy  under this
Agreement or with respect to any default shall operate as a waiver thereof or of
any other right or remedy.

19. NOTICE.

     Any notice,  demand,  or other  communication  required or  permitted to be
given under this Agreement  shall be  effectually  made or given if delivered by
prepaid  private  courier or by  facsimile  transmission  to the address of each
party set out below:

To the Guarantor:      Trident Brands Incorporated
                       200 South Executive Drive, Suite 101
                       Brookfield, WI 53005
                       U.S.A.
                       Tel: 262-789-6689
                       Fax: 262-789-6689
                       Attention: Michael Browne

To the Secured Party:  ______________________________

                       ______________________________

                       ______________________________

                       Tel: _________________________

                       Fax: _________________________

                       Attention: ___________________

or to such other  address or facsimile  number as either party may  designate in
the manner set out above. Any notice,  demand, or other  communication  shall be
deemed to have been given and  received  on the day of prepaid  private  courier
delivery or facsimile transmission.

20. EXTENSIONS.

     The Secured Party may grant extensions of time and other indulgences,  take
and give up security, accept compositions,  compound,  compromise, settle, grant
releases and discharges,  refrain from  perfecting or maintaining  perfection of
the Security Interest, and otherwise deal with the Guarantor, account debtors of
the  Guarantor,  sureties,  and others  and with the  Collateral,  the  Security
Interest,  and other  security  interests as the Secured  Party sees fit without
prejudice to the liability of the Guarantor or the Secured Party's right to hold
and realize on the security constituted by this Agreement.

                                       36
<PAGE>
21. NO MERGER.

     This  Agreement  shall not operate to create any merger or discharge of any
of the Obligations, or of any assignment,  transfer,  guarantee, lien, mortgage,
contract,  promissory note, bill of exchange,  or security  interest of any form
held or which may in future be held by the Secured  Party from the  Guarantor or
from any other  person.  The  taking of a  judgment  with  respect to any of the
Obligations  shall not operate as a merger of any of the covenants  contained in
this Agreement.

22. SATISFACTION AND DISCHARGE.

     Any partial payment or satisfaction of the  Obligations,  or any ceasing by
the Guarantor to be indebted to the Secured  Party,  shall be deemed not to be a
redemption or discharge of this Agreement.  The Guarantor shall be entitled to a
release and discharge of this  Agreement upon full payment and  satisfaction  of
all  Obligations  and upon written  request by the  Guarantor and payment to the
Secured Party of all costs, charges,  expenses, and legal fees and disbursements
(on a  solicitor  and  own  client  basis)  incurred  by the  Secured  Party  in
connection with the Obligations and such release and discharge.

23. INUREMENT.

          This  Agreement  shall inure to the benefit of and be binding upon the
parties  and  their  respective  heirs,  executors,   personal  representatives,
successors, and permitted assigns.

24. INTERPRETATION.

24.1 In this Agreement the word  "including",  when following any word or words,
is not to be  construed  as  limiting  the  preceding  word  or  words,  but the
preceding word or words are to be construed as referring to all items or matters
that could fall within the broadest  possible  interpretation  of the  preceding
word or words.

24.2 Words and expressions  used in this Agreement that have been defined in the
UCC shall be interpreted in accordance with their  respective  meanings given in
the UCC,  whether  expressed in this Agreement with or without  initial  capital
letters and whether in the singular or the plural,  unless otherwise  defined in
this  Agreement  or unless the context  otherwise  requires,  and,  wherever the
context so requires,  in this  Agreement  the  singular  shall be read as if the
plural were  expressed,  and  vice-versa,  and the  provisions of this Agreement
shall be read with all grammatical  changes necessary  dependent upon the person
referred to being a male, female, firm, or corporation.

24.3 Should any  provision  of this  Agreement  be  declared or held  invalid or
unenforceable in whole or in part or against or with respect to the Guarantor by
a court of competent jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of any or all of the remaining  provisions
of this  Agreement,  which  shall  continue  in full  force  and  effect  and be
construed  as  this   Agreement  had  been  executed   without  the  invalid  or
unenforceable provision.

24.4 The  headings of the  Sections of this  Agreement  have been  inserted  for
reference only and do not define,  limit,  alter,  or enlarge the meaning of any
provision of this  Agreement.

24.5 This  Agreement  shall be governed by the laws of the State of New York and
the federal laws of the United States applicable therein.

25. MISCELLANEOUS.

25.1  The  Guarantor  authorizes  the  Secured  Party  to  file  such  financing
statements,  financing change statements, and other documents, and do such acts,
matters, and things as the Secured Party may deem appropriate,  to perfect on an

                                       37
<PAGE>
ongoing  basis and continue the Security  Interest,  to protect and preserve the
Collateral, and to realize upon the Security Interest.

25.2 The Guarantor waives protest of any Instrument  constituting  Collateral at
any time held by the Secured Party on which the Guarantor is any way liable and,
subject to the  provisions  of the UCC,  notice of any other action taken by the
Secured Party.

25.3 The Guarantor covenants that it shall not amalgamate with any other company
or entity without first obtaining the written consent of the Secured Party.  The
Guarantor  acknowledges and agrees that if it amalgamates with any other company
or companies,  then it is the intention of the parties that the term "Guarantor"
when used in this Agreement  shall apply to each of the  amalgamating  companies
and to the amalgamated  company,  so that the Security  Interest granted by this
Agreement:

     (a)  shall  extend to the  "Collateral"  (as that term is  defined  in this
          Agreement)  owned  by  each  of the  amalgamating  companies  and  the
          amalgamated   company  at  the  time  of   amalgamation   and  to  any
          "Collateral" owned or acquired by the amalgamated  company thereafter,
          and

     (b)  shall  secure  the  "Obligations"  (as that  term is  defined  in this
          Agreement) of each of the  amalgamating  companies and the amalgamated
          company  to the  Secured  Party  at the time of  amalgamation  and any
          "Obligations" of the amalgamated  company to the Secured Party arising
          thereafter.  The Security Interest shall attach to "Collateral"  owned
          by  each  company   amalgamating  with  the  Guarantor,   and  by  the
          amalgamated company, at the time of amalgamation,  and shall attach to
          any  "Collateral"  thereafter  owned or  acquired  by the  amalgamated
          company when that Collateral becomes owned or is acquired.

25.4 The  Guarantor  authorizes  the  Secured  Party to  provide  a copy of this
Agreement and such other  information  and documents  specified under the UCC to
any person entitled under the UCC to demand and receive them.

26. COPY OF AGREEMENT AND FINANCING STATEMENT.

     The Guarantor:

     (a)  acknowledges receiving a copy of this Agreement, and

     (b)  waives  all  rights to receive  from the  Secured  Party a copy of any
          financing  statement,  financing  change  statement,  or  verification
          statement  filed,  issued,  or obtained at any time in respect of this
          Agreement.


                            [SIGNATURE PAGE FOLLOWS]

                                       38
<PAGE>
         IN WITNESS  WHEREOF the Guarantor  has executed  this  Agreement on the
date indicated above.

TRIDENT BRANDS INCORPORATED, by its
authorized signatory:


By: /s/Mark Holcombe
   -------------------------------------
   Name:  Mark Holcombe
   Title: Chairman

CONTINENTAL INGREDIENTS CORPORATION
authorized signatory:


By: /s/ Rob Campbell
   -------------------------------------
   Name:  Rob Campbell
   Title: Managing Partner

                                       39
<PAGE>
                                  SCHEDULE "A"

                            DESCRIPTION OF COLLATERAL


                                       40
<PAGE>
                                  SCHEDULE "B"

                             PERMITTED ENCUMBRANCES

"PERMITTED ENCUMBRANCES" means any of the following:

     a)   liens for taxes,  assessments or governmental charges or levies not at
          the time due and  delinquent or the validity of which the Guarantor is
          contesting  in good faith and in respect of which such  Guarantor  has
          set aside, on its books,  reserves considered by the Guarantor and the
          Secured Party as adequate therefor;

     b)   undetermined  or  inchoate  liens and  charges  incidental  to current
          operations  which have not been filed  against the  Guarantor or which
          relate to obligations not due or delinquent;

     c)   the  right  reserved  to or  vested  in  any  governmental  or  public
          authority by any lease, license, franchise, grant, permit or statutory
          provision to terminate any lease, license, franchise, grant or permit,
          or to require  annual or other  period  payments as a condition of the
          continuance thereof;

     d)   the  encumbrance  resulting from the deposit of cash or obligations as
          security  when a Guarantor  is required  to do so by  governmental  or
          other public  authority or by normal  business  practice in connection
          with contracts, licenses or tenders or similar matters in the ordinary
          course of  business  and the  purpose  of  carrying  on the same or to
          secure  workers'  compensation,  surety or  appeal  bonds or to secure
          costs of litigation when required by law; and

     e)   security  given to any  public  utility or any  governmental  or other
          public  authority when required in connection with the operations of a
          Guarantor.

     f)   senior  general  security  interest  granted  in respect of the Senior
          Secured Convertible Promissory Note of the Guarantor dated January 29,
          2015.  Issued  to LPF  (MCTECH)  Investment  Corp.  in  the  aggregate
          principal  amount of  $2,300,000,  plus  applicable  interest  accrued
          thereon.

                                       41
<PAGE>
                                  SCHEDULE "C"

                             LOCATION OF COLLATERAL

LOCATION OF GUARANTOR'S BUSINESS OPERATION

       REGISTERED AGENT'S OFFICE:
       11 S. Carson Street, Suite 4. Carson City, NV 89701

       OPERATIONS OFFICE:

       200 South Executive Drive, Suite 101
       Brookfield, WI 53005

       OTHER LOCATION: N/A

LOCATIONS OF RECORDS RELATING TO COLLATERAL

       OPERATIONS OFFICE:

       200 South Executive Drive, Suite 101
       Brookfield, WI 53005

       OTHER LOCATION: N/A

LOCATIONS OF COLLATERAL

       OPERATIONS OFFICE:

       200 South Executive Drive, Suite 101
       Brookfield, WI 53005

       OTHER LOCATION: N/A


                                  See Attached

                                       42
<PAGE>
                                    ANNEX III

                                 FORM OF WARRANT

EITHER THIS SECURITY NOR THE  SECURITIES  FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
ISSUER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE  PLEDGED  IN  CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                           TRIDENT BRANDS INCORPORATED

Warrant Shares: 100,000                 Initial Exercise Date: February 29, 2016

THIS COMMON STOCK PURCHASE  WARRANT (the  "Warrant")  certifies  that, for value
received, _______________________________________, or its assigns (the "Holder")
is entitled,  upon the terms and subject to the  limitations on exercise and the
conditions  hereinafter  set forth, at any time on or after the date hereof (the
"Initial  Exercise  Date") and on or prior to the close of  business on the last
business day in the State of New York (a "BUSINESS DAY")  immediately  preceding
the three (3) year  anniversary of the Initial  Exercise Date (the  "Termination
Date") but not  thereafter,  to subscribe for and purchase  from TRIDENT  BRANDS
INCORPORATED a Nevada  corporation  (the  "Issuer"),  up to the amount of shares
stated above (as subject to adjustment  hereunder,  the "Warrant Shares") of the
Issuer's  Common  Stock.  The purchase  price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

     Section 1 Exercise.

     a) Exercise of Warrant. Exercise of the purchase rights represented by this
Warrant may be made,  in whole or in part,  at any time or times on or after the
Initial  Exercise Date and on or before the Termination  Date by delivery to the
Issuer (or such  other  office or agency of the  Issuer as it may  designate  by
notice  in  writing  to the  registered  Holder  at the  address  of the  Holder
appearing on the books of the Issuer) of a duly executed  facsimile  copy of the
Notice of Exercise form annexed hereto.  Within three (3) Trading Days following
the date of exercise  as  aforesaid,  the Holder  shall  deliver  the  aggregate
Exercise Price for the shares specified in the applicable  Notice of Exercise by
wire  transfer  or  cashier's  check  drawn on a United  States  bank unless the
cashless exercise procedure  specified in Section 1(c) below is specified in the
applicable Notice of Exercise.  Notwithstanding anything herein to the contrary,
the Holder  shall not be required to  physically  surrender  this Warrant to the
Issuer  until the Holder  has  purchased  all of the  Warrant  Shares  available
hereunder and the Warrant has been  exercised in full, in which case, the Holder
shall  surrender  this Warrant to the Issuer for  cancellation  within three (3)
Trading  Days of the date the  final  Notice of  Exercise  is  delivered  to the
Issuer. Partial exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available  hereunder shall have the effect of
lowering the outstanding  number of Warrant Shares  purchasable  hereunder in an
amount equal to the applicable  number of Warrant Shares  purchased.  The Holder
and the Issuer  shall  maintain  records  showing  the number of Warrant  Shares
purchased and the date of such purchases. The Issuer shall deliver any objection
to any Notice of Exercise  Form within one (1)  Business  Day of receipt of such
notice. THE HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS WARRANT,  ACKNOWLEDGE
AND AGREE THAT,  BY REASON OF THE  PROVISIONS OF THIS  PARAGRAPH,  FOLLOWING THE
PURCHASE OF A PORTION OF THE  WARRANT  SHARES  HEREUNDER,  THE NUMBER OF WARRANT
SHARES  AVAILABLE FOR PURCHASE  HEREUNDER AT ANY GIVEN TIME MAY BE LESS THAN THE
AMOUNT STATED ON THE FACE HEREOF.

     b) Exercise  Price.  The exercise price per share of the Common Stock under
this Warrant  shall be $1.35 per share,  subject to  adjustment  hereunder  (the
"Exercise Price").

     c) Mechanics of Exercise.

                                       43
<PAGE>
     i.  Delivery  of  Certificates  Upon  Exercise.   Certificates  for  shares
purchased  hereunder shall be transmitted by the Transfer Agent to the Holder by
delivery of a share certificate to the Holder.

     ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been
exercised  in part,  the  Issuer  shall,  at the  request  of a Holder  and upon
surrender  of  this  Warrant  certificate,  at  the  time  of  delivery  of  the
certificate or certificates representing Warrant Shares, deliver to the Holder a
new Warrant  evidencing  the rights of the Holder to purchase  the  un-purchased
Warrant Shares called for by this Warrant,  which new Warrant shall in all other
respects be identical with this Warrant.

     iii.  Rescission Rights. If the Issuer fails to cause the Transfer Agent to
transmit  to the  Holder a  certificate  or the  certificates  representing  the
Warrant Shares  pursuant to Section  2(d)(i) by the Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise.

     iv.  No  Fractional   Shares  or  Scrip.  No  fractional  shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any  fraction of a share  which the Holder  would  otherwise  be
entitled to purchase  upon such  exercise,  the Issuer  shall,  at its election,
either pay a cash  adjustment  in respect  of such final  fraction  in an amount
equal to such fraction  multiplied by the Exercise Price or round up to the next
whole share.

     v. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made  without  charge to the  Holder for any issue or  transfer  tax or
other incidental expense in respect of the issuance of such certificate,  all of
which  taxes and  expenses  shall be paid by the Issuer,  and such  certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment  Form attached  hereto duly executed by the Holder and the Issuer may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

     vi. Closing of Books.  The Issuer will not close its  stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.

     d) Assignment.  The Warrants  represented by this Warrant  Certificate  may
only be  exercised  by or on behalf of a Holder  who,  at the time of  exercise,
either:  (i) an  "accredited  investor" as defined in  Regulation D  promulgated
under the  Securities  Act of 1933, as amended;  or (ii) , not a U.S.  Person as
such term is defined in Regulation S under the Securities Act of 1933.

     Section 2. Adjustments.

     a) Reorganization Adjustment. In the event of any alteration of the Shares,
including any subdivision, consolidation or reclassification, or in the event of
any form of reorganization of the Issuer, including any amalgamation,  merger or
arrangement  (collectively,  a "Reorganization"),  an adjustment will be made to
the terms of the Warrants  such that the Holder,  upon  exercise of any Warrants
following the completion of the Reorganization,  will be entitled to receive the
same number and kind of  securities  that it would have been entitled to receive
as a result of the  Reorganization  had it exercised  its  Warrants  immediately
prior to the Reorganization.

     b) Successor Acknowledgment.  The Issuer will not effect any Reorganization
which  could  result  in  a  successor   to  the  Issuer   unless  prior  to  or
simultaneously with the consummation  thereof,  the entity succeeding the Issuer
acknowledges  in writing that it is bound by and will comply with the provisions
set forth in this Warrant Certificate.

     c). Good Faith Adjustment. In accordance with this certificate,  the Issuer
will make  adjustments  as it considers  necessary and equitable  acting in good
faith, subject to any approvals required by the Financial Industrial  Regulatory
Authority.  If at any time a dispute arises with respect to adjustments  provide
for herein, such dispute will be conclusively  determined by the auditors of the
Issuer  or if they  are  unable  or  unwilling  to act,  by such  other  firm of
independent  chartered  accountants  as may be selected by the  directors of the
Issuer and any such  determination,  absent manifest error, will be binding upon
the Issuer,  the Holder and shareholders of the Issuer.  The Issuer will provide
such auditors or accountants with access to all necessary  records of the Issuer
and fees payable to such accountants or auditors will be paid by the Issuer.

                                       44
<PAGE>
     Section 3. Miscellaneous.

     a) No Rights as Stockholder  Until Exercise.  This Warrant does not entitle
the Holder to any voting  rights,  dividends or other rights as a stockholder of
the Issuer prior to the exercise hereof as set forth in Section 1(c).

     b) Loss, Theft,  Destruction or Mutilation of Warrant. The Issuer covenants
that upon receipt by the Issuer of evidence reasonably satisfactory to it of the
loss, theft,  destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares,  and in case of loss,  theft or destruction,  of
indemnity or security  reasonably  satisfactory to it (which, in the case of the
Warrant,  shall not  include the posting of any bond),  and upon  surrender  and
cancellation of such Warrant or stock certificate, if mutilated, the Issuer will
make and deliver a new Warrant or stock  certificate  of like tenor and dated as
of such cancellation, in lieu of such Warrant or stock certificate.

     c) Saturdays,  Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall not be a Business Day, then, such action may be taken or such right may be
exercised on the next succeeding Business Day.

     d)  Jurisdiction.  All questions  concerning  the  construction,  validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

     e) Restrictions.  The Holder  acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant,  if not  registered,  will have  restrictions
upon resale imposed by state and federal securities laws.

     f) Notices. Any notice,  request or other document required or permitted to
be given or  delivered  to the  Holder  by the  Issuer  shall  be  delivered  in
accordance  with the notice  provisions  of the Purchase  Agreement  between the
Issuer and the first Holder dated concurrently herewith.

     g)  Limitation  of Liability.  No provision  hereof,  in the absence of any
affirmative  action by the Holder to exercise  this Warrant to purchase  Warrant
Shares,  and no  enumeration  herein of the rights or  privileges of the Holder,
shall give rise to any  liability  of the Holder for the  purchase  price of any
Common  Stock or as a  stockholder  of the Issuer,  whether  such  liability  is
asserted by the Issuer or by creditors of the Issuer.

     h)  Remedies.  The Holder,  in addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance  of its rights under this Warrant.  The Issuer agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

     i) Successors  and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be  binding  upon the  successors  and  permitted  assigns of the
Issuer and the  successors  and permitted  assigns of Holder.  The provisions of
this  Warrant are intended to be for the benefit of any Holder from time to time
of this  Warrant  and shall be  enforceable  by the  Holder or holder of Warrant
Shares.

     j)  Amendment.  This  Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Issuer and the Holder.

     k) Severability. Wherever possible, each provision of this Warrant shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

     l) Headings.  The headings used in this Warrant are for the  convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

                                       45
<PAGE>
     IN WITNESS  WHEREOF,  the Issuer has caused this  Warrant to be executed by
its officer thereunto duly authorized as of the date first above indicated.

1.

TRIDENT BRANDS INCORPORATED


By: /s/Mark Holcombe
   --------------------------------------
   Name:  Mark Holcombe
   Title: Chairman

2.


                                       46
<PAGE>
                               NOTICE OF EXERCISE

To: TRIDENT BRANDS INCORPORATED

     (1) The undersigned  hereby elects to purchase  ________  Warrant Shares of
the Issuer  pursuant to the terms of the attached  Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable  transfer  taxes,  if any.  Payment shall take the form of lawful
money of the United States.

     (2) Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

                      ____________________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

                      ____________________________________

                      ____________________________________

                      ____________________________________

     (3) Accredited  Investor.  The  undersigned  is either:  (i) an "accredited
investor" as defined in Regulation D  promulgated  under the  Securities  Act of
1933,  as  amended;  or (ii) , not a U.S.  Person  as such  term is  defined  in
Regulation S under the Securities Act of 1933.


____________________________________
[SIGNATURE OF HOLDER]

Name of Investing Entity: ____________________________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _______________________
Name of Authorized Signatory: ________________________________________________
Title of Authorized Signatory: _______________________________________________
Date: ________________________________________________________________________


                  End of Subscription Agreement

                                       47