Exhibit 10.1

NONE OF THE SECURITIES TO WHICH THIS PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT
(THE  "SUBSCRIPTION  AGREEMENT")  RELATES HAVE BEEN REGISTERED  UNDER THE UNITED
STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR ANY U.S. STATE
SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE
UNITED  STATES OR TO U.S.  PERSONS (AS  DEFINED  HEREIN)  EXCEPT  PURSUANT TO AN
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.

                            INDEPENDENCE ENERGY CORP.
            3020 Old Ranch Parkway, Suite 300, Seal Beach California
                          Attention: Gregory C. Rotelli

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                              CONVERTIBLE DEBENTURE

                              NON U.S. SUBSCRIBERS

                            INSTRUCTIONS TO PURCHASER

1.   THIS SUBSCRIPTION FORM is for use by Non U.S. Persons (as defined herein).

2.   COMPLETE  the  information  on page 2 of this  Subscription  Agreement.

3.   COMPLETE  the  Questionnaire  attached  on  page  3  to  this  Subscription
     Agreement (the "Questionnaire").

4.   All other information must be filled in where appropriate.
<PAGE>
                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:  Independence Energy Corp. (the "Issuer" or the "Company")

Subject and pursuant to the terms set out in this Subscription Agreement and the
other  schedules  and  appendices  attached  which are  hereby  incorporated  by
reference,  the Purchaser hereby irrevocably subscribes for, and on Closing will
purchase from the Company, the following securities at the following price:

     Convertible debenture in the principal amount of USD $46,000

     The Purchaser owns, directly or indirectly, the following securities of the
     Issuer:

     [Check if applicable] The Purchaser is an affiliate of the Issuer. [ ]

The Purchaser directs the Issuer to issue, register and deliver the certificates
representing the Convertible Debenture as follows:

REGISTRATION INSTRUCTIONS                DELIVERY INSTRUCTIONS

Europa Capital AG
-----------------------------------      ---------------------------------------
Name to appear on certificate            Name and account reference, if
                                         applicable

                                         Jewel Quintana
                                         ---------------------------------------
                                         Contact name
60 Market Square
Belize City, Belize
-----------------------------------      ---------------------------------------
Address                                  Address

                                         ---------------------------------------
                                         Telephone Number

EXECUTED by the Purchaser this _______ day of _____________,  2013. By executing
this Subscription Agreement,  the Purchaser certifies that the Purchaser and any
beneficial  purchaser  for whom the  Purchaser  is  acting  is  resident  in the
jurisdiction shown as the "Address of Purchaser".

WITNESS:                                 EXECUTION BY PURCHASER:

                                         /s/ Jewel Quintana
-----------------------------------      ---------------------------------------
Signature of Witness                     Authorized signatory

                                         EUROPA CAPITAL AG
-----------------------------------      ---------------------------------------
Name of Witness                          Name of Purchaser

                                         JEWEL QUINTANA, DIRECTOR
-----------------------------------      ---------------------------------------
Address of Witness                       Name of authorized signatory
                                         (PLEASE PRINT)

Accepted this 5th day of April, 2013     60 MARKET SQUARE, BELIZE CITY, BELIZE
                                         ---------------------------------------
INDEPENDENCE ENERGY CORP.                Address of Purchaser

                                         ---------------------------------------
Per: /s/ Gregory Rotelli                 *Telephone Number
-----------------------------------
Authorized Signatory                     ---------------------------------------
                                         *EIN/Tax ID No.:

----------
*    Required from all Purchasers

By  signing  this  acceptance,  the  Issuer  agrees  to be bound by the  General
Provisions  on  pages  3 to 12 of this  Subscription  Agreement  and  the  other
schedules and appendices incorporated by reference.

                                       2
<PAGE>
                               GENERAL PROVISIONS

1. SUBSCRIPTION

1.1 The undersigned  (the  "Purchaser")  hereby  irrevocably  subscribes for and
agrees to purchase  from the  Issuer,  on the basis of the  representations  and
warranties and subject to the terms and conditions set forth herein, such number
of Convertible  Debentures (the  "Debentures") as indicated on page 2 hereof, in
the principal  amount of US$46,000 per  Debenture,  for the aggregate  principal
amount indicated thereon (the "Subscription Proceeds") (the "Offering").

1.2 The  Subscription  will be  effective  upon the Closing  Date (as defined in
below Section 4) subject to the prior delivery of the Subscription  Proceeds and
to the execution and delivery by the parties of this Subscription  Agreement and
all agreements and documents referenced herein.

1.3 NOTWITHSTANDING  ANYTHING TO THE CONTRARY HEREIN, THE PURCHASER  ACKNOWLEDGE
THAT, AS AT THE DATE OF THIS AGREEMENT,  THE COMPANY HAS INSUFFICIENT AUTHORIZED
CAPITAL TO EFFECT A CONVERSION OF THE DEBENTURES IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT. IN ADDITION, PURCHASER ACKNOWLEDGES THAT THE COMPANY HAS MADE NO
REPRESENTATION  OR WARRANTY  REGARDING  ITS ABILITY TO INCREASE  ITS  AUTHORIZED
CAPITAL.  HOWEVER, THE COMPANY AND THE PURCHASER EACH AGREES TO USE COMMERCIALLY
REASONABLE  EFFORTS TO  INCREASE  THE  AUTHORIZED  CAPITAL OF THE  COMPANY IN AN
AMOUNT  SUFFICIENT TO ACCOMMODATE THE POTENTIAL  CONVERSION OF THE DEBENTURES IN
ACCORDANCE WITH THIS AGREEMENT.

2. DESCRIPTION OF DEBENTURES

2.1 Each Debenture has a face value of USD$46,000.  Certificate(s)  representing
the Debenture  will be in the form attached as Exhibit A hereto.  Each Debenture
shall have a term  expiring on the date that is three (3) years from the date of
issuance (the "Due Date").  All or any portion of the outstanding  principal sum
and accrued  interest of each Debenture is  convertible  from time to time on or
after the Closing Date at the option of the  Purchaser  into common  shares (the
"Shares") in the capital stock of the Company. Each Debenture and the Shares are
herein  collectively  referred  to as the  "Securities".  The price per share at
which each Debenture may be converted shall be $$0.01 per Share.

2.2 Each  Debenture  shall accrued  interest at the rate of six percent (6%) per
annum, payable on the Due Date. Notwithstanding any prepayment of principal made
in respect of the Debenture in accordance  with below section 2.3, the principal
amount of the Debenture  shall bear  aggregate  minimum  interest of $8,280 (the
"Minimum Interest Charge").

2.3 Each  Debenture is due and payable on the Due Date,  if not converted on the
Due Date.  The  Purchaser  may, at its option,  elect to convert a Debenture  in
accordance  with the  foregoing in lieu of receiving any funds payable under the
Debenture.

2.4 The Company may prepay all or any  portion of the  principal  or the Minimum
Interest Charge not converted at any time prior to the Due Date.

3. PAYMENT

3.1 The Subscription Proceeds must accompany this Subscription and shall be paid
by  certified  cheque  or  bank  draft  drawn  on a bank  in the  United  States
reasonably  acceptable  to the Issuer,  and made  payable and  delivered  to the
Issuer.  Alternatively,  the Subscription Proceeds may be wired to the Issuer or
its  designee  pursuant  to wiring  instructions  that will be  provided  to the
Purchaser upon request. If the funds are wired to the designee, the designee and
Issuer shall confirm acceptance and delivery of the funds to the satisfaction of
the Issuer.

3.2 The Purchaser acknowledges and agrees that this Subscription Agreement,  the
Subscription  Proceeds and any other documents  delivered in connection herewith
will be held on  behalf of the  Issuer.  In the  event  that  this  Subscription
Agreement is not accepted by the Issuer for  whatever  reason,  which the Issuer

                                       3
<PAGE>
expressly  reserves  the  right  to do,  within  30 days of the  delivery  of an
executed Subscription Agreement by the Purchaser,  this Subscription  Agreement,
the Subscription  Proceeds  (without  interest  thereon) and any other documents
delivered  in  connection  herewith  will be  returned to the  Purchaser  at the
address of the Purchaser as set forth in this Subscription Agreement.

3.3  Where the  Subscription  Proceeds  are paid to the  Issuer,  the  Issuer is
entitled to treat such  Subscription  Proceeds  as an interest  free loan to the
Issuer  until the earlier of such time as the  Subscription  is accepted and the
certificates  representing  the Debentures have been issued to the Purchaser and
30 days  following  the  delivery of an executed  Subscription  Agreement by the
Purchaser.

4. CLOSING

4.1 Closing of the offering of the Debentures (the "Closing")  shall occur on or
before April 5, 2013 (the "Closing Date").

5. ACKNOWLEDGEMENTS OF PURCHASER

5.1 The Purchaser acknowledges and agrees that:

     (a)  the Securities have not been  registered  under the 1933 Act, or under
          any state  securities  or "blue  sky" laws of any state of the  United
          States,  and are being offered only in a transaction not involving any
          public  offering  within the meaning of the 1933 Act,  and,  unless so
          registered, may not be offered or sold in the United States or to U.S.
          Persons  (as  defined   herein),   except  pursuant  to  an  effective
          registration statement under the 1933 Act, or pursuant to an 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;

     (b)  the Issuer will refuse to register any transfer of the  Securities not
          made in accordance with the provisions of Regulation S, 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;

     (c)  Subject to compliance with applicable  securities  laws, the Purchaser
          may  enter  into  lawful  hedging  transactions  in the  course of any
          hedging position the Purchaser assumes and may enter into lawful short
          positions  or other  lawful  derivative  transactions  relating to the
          Securities  or to  interests  in the  Securities  and may  deliver the
          Securities  or such  interests  in the  Securities  to  close  out the
          Purchaser's  short or other  positions  or to  otherwise  settle  such
          derivative  transactions,  and the  Purchaser  may loan or pledge  the
          Securities or interests in the Securities to third parties who in turn
          may dispose of the Securities.

     (d)  the decision to execute this  Subscription  Agreement and purchase the
          Securities  agreed to be purchased  hereunder  has not been based upon
          any oral or written  representation as to fact or otherwise made by or
          on behalf of the Issuer and such  decision  is based  entirely  upon a
          review of public  information  contained in the Issuer's  filings with
          the United  States  Securities  and Exchange  Commission  (the "Issuer
          Public  Information").  If the Issuer has presented a business plan or
          any other type of corporate  profile to the  Purchaser,  the Purchaser
          acknowledges  that the business  plan,  the corporate  profile and any
          projections or predictions  contained in any such documents may not be
          achieved or be achievable;

     (e)  the Purchaser  and the  Purchaser's  advisor(s)  have had a reasonable
          opportunity  to ask  questions of and receive  answers from the Issuer
          regarding the Offering, and to obtain additional  information,  to the
          extent possessed or obtainable without unreasonable effort or expense,
          necessary to verify the accuracy of the  information  contained in the
          Issuer Public Information,  or any business plan, corporate profile or
          any other document provided to the Purchaser;

                                       4
<PAGE>
     (f)  the books and records of the Issuer  were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions, by the Purchaser during reasonable business hours at its
          principal place of business and that all documents,  records and books
          pertaining to this Offering have been made available for inspection by
          the Purchaser, the Purchaser's attorney and/or advisor(s);

     (g)  subject to sections  3.2 and 3.3 of this  Subscription  Agreement,  by
          execution  hereof the  Purchaser has waived the need for the Issuer to
          communicate its acceptance of the purchase of the Securities  pursuant
          to this Subscription Agreement;

     (h)  the Issuer is entitled to rely on the  representations  and warranties
          and the  statements  and answers of the  Purchaser  contained  in this
          Subscription  Agreement  and in the  Questionnaire,  and the Purchaser
          will hold harmless the Issuer from any loss or damage it may suffer as
          a  result  of the  Purchaser's  failure  to  correctly  complete  this
          Subscription Agreement or the Questionnaire;

     (i)  the Purchaser  will  indemnify and hold harmless the Issuer and, where
          applicable,  its respective directors,  officers,  employees,  agents,
          advisors  and  shareholders   from  and  against  any  and  all  loss,
          liability,  claim, damage and expense whatsoever  (including,  but not
          limited to, any and all fees, costs and expenses whatsoever reasonably
          incurred in  investigating,  preparing or defending against any claim,
          lawsuit,  administrative proceeding or investigation whether commenced
          or  threatened)  arising  out of or based upon any  representation  or
          warranty of the Purchaser  contained  herein,  the Questionnaire or in
          any  other  document  furnished  by the  Purchaser  to the  Issuer  in
          connection  herewith,  being  untrue in any  material  respect  or any
          breach or failure by the  Purchaser  to comply  with any  covenant  or
          agreement made by the Purchaser to the Issuer in connection therewith;

     (j)  the Purchaser has been advised to consult its own legal, tax and other
          advisors  with respect to the merits and risks of an investment in the
          Securities and with respect to applicable  resale  restrictions and it
          is solely  responsible  (and the Issuer is not in any way responsible)
          for compliance with applicable resale restrictions;

     (k)  the  Securities  are not listed on any stock exchange or on the NASDAQ
          automated dealer quotation system and no representation  has been made
          to the Purchaser that any of the Securities  will become listed on any
          stock exchange or on the NASDAQ automated dealer quotation system;

     (l)  the  Securities  are  currently  quoted  on the  OTC  (QB)  electronic
          inter-dealer  quotation  system  operated by OTC Markets Group,  Inc.,
          however there is no guarantee that the  Securities  will remain quoted
          on the OTC (QB) or on any other inter-dealer quotation system;

     (m)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed  or passed  on the  merits of the
          Securities ;

     (n)  no documents in  connection  with this  Offering have been reviewed by
          the SEC or any state securities administrators;

     (o)  there  is no  government  or  other  insurance  covering  any  of  the
          Securities; and

     (p)  this Subscription Agreement is not enforceable by the Purchaser unless
          it has been accepted by the Issuer, and the Purchaser acknowledges and
          agrees that the Issuer  reserves the right to reject any  Subscription
          for any reason.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

6.1 The  Purchaser  hereby  represents  and warrants to and  covenants  with the
Issuer  (which  representations,  warranties  and  covenants  shall  survive the
Closing) that:

                                       5
<PAGE>
     (a)  the Purchaser is not a U.S. Person (as defined herein);

     (b)  the  Purchaser  is not  acquiring  the  Securities  for the account or
          benefit  of,  directly  or  indirectly,  any U.S.  Person (as  defined
          herein);

     (c)  the  Purchaser  is resident in the  jurisdiction  set out on page 2 of
          this Subscription Agreement;

     (d)  the Purchaser:

          (i)  is knowledgeable of, or has been independently advised as to, the
               applicable  securities laws of the securities  regulators  having
               application  in  the  jurisdiction  in  which  the  Purchaser  is
               resident (the "International  Jurisdiction") which would apply to
               the acquisition of the Securities,

          (ii) is  purchasing  the  Securities   pursuant  to  exemptions   from
               prospectus or equivalent requirements under applicable securities
               laws or, if such is not applicable, the Purchaser is permitted to
               purchase the Securities  under the applicable  securities laws of
               the  securities  regulators  in  the  International  Jurisdiction
               without the need to rely on any exemptions,

          (iii)acknowledges   that  the  applicable   securities   laws  of  the
               authorities in the International  Jurisdiction do not require the
               Company  to make any  filings or seek any  approvals  of any kind
               whatsoever  from any securities  regulator of any kind whatsoever
               in the  International  Jurisdiction  in connection with the issue
               and sale or resale of any of the Securities, and

          (iv) represents and warrants that the acquisition of the Securities by
               the Subscriber does not trigger:

               A.   any  obligation  to prepare and file a prospectus or similar
                    document,  or any other report with respect to such purchase
                    in the International Jurisdiction, or

               B.   any  continuous   disclosure  reporting  obligation  of  the
                    Company in the International Jurisdiction, and

               the Purchaser  will, if requested by the Company,  deliver to the
               Company  a  certificate  or  opinion  of local  counsel  from the
               International   Jurisdiction   which  will  confirm  the  matters
               referred to in  subparagraphs  (ii),  (iii) and (iv) above to the
               satisfaction of the Company, acting reasonably;

     (e)  the Purchaser is acquiring the  Securities as principal for investment
          only  and  not  with  a view  to,  or  for,  resale,  distribution  or
          fractionalization thereof, in whole or in part, and, in particular, it
          has no intention to distribute  either  directly or indirectly  any of
          the  Securities  in the United  States or to U.S.  Persons (as defined
          herein);

     (f)  the  Purchaser  is  outside  the  United  States  when  receiving  and
          executing this Subscription Agreement;

     (g)  the  Purchaser  understands  and agrees  not to engage in any  hedging
          transactions  involving any of the Securities unless such transactions
          are in compliance with the provisions of the 1933 Act and in each case
          only in accordance with applicable state securities laws;

     (h)  the Purchaser  acknowledges that it has not acquired the Securities as
          a result  of, and will not itself  engage  in, any  "directed  selling
          efforts" (as defined in Regulation S under the 1933 Act) in the United

                                       6
<PAGE>
          States in respect of any of the  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  Securities;  provided,  however,
          that  the  Purchaser  may  sell  or  otherwise  dispose  of any of the
          Securities  pursuant to registration of any of the Securities pursuant
          to the 1933 Act and any applicable  state  securities laws or under an
          exemption  from  such  registration   requirements  and  as  otherwise
          provided herein;

     (i)  the Purchaser has the legal  capacity and competence to enter into and
          execute this  Subscription  Agreement and to take all actions required
          pursuant  hereto and, if the  Purchaser is a  corporation,  it is duly
          incorporated and validly subsisting under the laws of its jurisdiction
          of  incorporation  and  all  necessary  approvals  by  its  directors,
          shareholders and others have been obtained to authorize  execution and
          performance of this Subscription Agreement on behalf of the Purchaser;

     (j)  the entering into of this Subscription  Agreement and the transactions
          contemplated hereby do not result in the violation of any of the terms
          and  provisions  of any law  applicable  to,  or, if  applicable,  the
          constating documents of, the Purchaser,  or of any agreement,  written
          or  oral,  to which  the  Purchaser  may be a party  or by  which  the
          Purchaser is or may be bound;

     (k)  the  Purchaser  has duly  executed  and  delivered  this  Subscription
          Agreement  and it  constitutes  a valid and binding  agreement  of the
          Purchaser enforceable against the Purchaser;

     (l)  the  Purchaser  has  received  and  carefully  read this  Subscription
          Agreement;

     (m)  the  Purchaser  (i) has adequate net worth and means of providing  for
          its current financial needs and possible personal contingencies,  (ii)
          has no need for  liquidity  in this  investment,  and (iii) is able to
          bear the economic  risks of an  investment  in the  Securities  for an
          indefinite  period of time,  and can afford the complete  loss of such
          investment;

     (n)  the Purchaser has the requisite  knowledge and experience in financial
          and  business  matters as to be capable of  evaluating  the merits and
          risks of the  investment in the  Securities  and the Company,  and the
          Subscriber is providing  evidence of knowledge and experience in these
          matters through the information requested in the Questionnaire;

     (o)  the Purchaser  understands and agrees that the Company and others will
          rely   upon  the   truth  and   accuracy   of  the   acknowledgements,
          representations,  warranties,  covenants and  agreements  contained in
          this Subscription Agreement and the Questionnaire,  and agrees that if
          any of such  acknowledgements,  representations  and agreements are no
          longer  accurate or have been breached,  the Purchaser  shall promptly
          notify the Company;

     (p)  the   Purchaser  is  aware  that  an  investment  in  the  Company  is
          speculative and involves certain risks, including the possible loss of
          the investment;

     (q)  the Purchaser is  purchasing  the  Securities  for its own account for
          investment  purposes  only and not for the account of any other person
          and not for distribution, assignment or resale to others, and no other
          person  has  a  direct  or  indirect   beneficial   interest  is  such
          Securities,  and the Purchaser has not  subdivided his interest in the
          Sewcurities with any other person;

     (r)  the  Purchaser is not an  underwriter  of, or dealer in, the shares of
          the  Company's  common  stock,  nor  is the  Purchaser  participating,
          pursuant to a contractual agreement or otherwise,  in the distribution
          of the Securities;

     (s)  the Purchaser has made an independent examination and investigation of
          an  investment in the  Securities  and the Company and has depended on
          the advice of its legal and  financial  advisors  and agrees  that the
          Company will not be responsible in anyway whatsoever for the Purchaser
          's decision to invest in the Securities and the Company;

                                       7
<PAGE>
     (t)  if the Purchaser is acquiring  the  Securities as a fiduciary or agent
          for one or more investor  accounts,  the Purchaser has sole investment
          discretion  with respect to each such account,  and the Subscriber has
          full power to make the foregoing acknowledgements, representations and
          agreements on behalf of such account;

     (u)  the  Purchaser  is  not  aware  of  any  advertisement  of  any of the
          Securities  and is not acquiring the Shares as a result of any form of
          general solicitation or general advertising including  advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media or broadcast  over radio or  television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising;

     (v)  no  person   has  made  to  the   Purchaser   any   written   or  oral
          representations:

          (i)  that any person will resell or repurchase any of the Securities,

          (ii) that any  person  will  refund the  purchase  price of any of the
               Securities,

          (iii) as to the future price or value of any of the Securities, or

          (iv) that any of the Securities  will be listed and posted for trading
               on any stock  exchange or automated  dealer  quotation  system or
               that  application  has  been  made to list  and  post  any of the
               Securities  of the  Company on any stock  exchange  or  automated
               dealer quotation system; and

7. ACKNOWLEDGEMENT AND WAIVER

7.1 The Purchaser has acknowledged  that the decision to purchase the Securities
was solely  made on the basis of the Issuer  Public  Information  (as defined in
paragraph 5.1 (d) above).  Accordingly,  the  Purchaser  hereby  waives,  to the
fullest  extent  permitted  by law,  any  rights of  withdrawal,  rescission  or
compensation  for damages to which the Purchaser might be entitled in connection
with the distribution of any of the Securities.

8. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

8.1 The Issuer  represents  and warrants to the  Purchaser as of the date hereof
and as of each applicable Closing Date that:

     (a)  the  Issuer is a  corporation  duly  organized,  existing  and in good
          standing  under the laws of the State of Nevada  and has the power and
          authority  to conduct the  business  which it conducts and proposes to
          conduct;

     (b)  the Issuer's execution,  delivery,  performance of this Agreement, the
          Securities  and any other  agreement  executed  and  delivered  by the
          Issuer   pursuant  to  this   Agreement  or  in  connection   herewith
          (collectively, the "Transaction Documents") have been duly authorized,
          executed  and  delivered  by the  Issuer  and are  valid  and  binding
          agreement  enforceable  in  accordance  with their  terms,  subject to
          bankruptcy,    insolvency,   fraudulent   transfer,    reorganization,
          moratorium  and similar laws of general  applicability  relating to or
          affecting  creditors'  rights  generally and to general  principles of
          equity. The Issuer has full corporate power and authority necessary to
          enter into and deliver the  Transaction  Documents  and to perform its
          obligations thereunder;

     (c)  no   consent,   approval,   authorization   or  order  of  any  court,
          governmental agency or body or arbitrator having jurisdiction over the
          Issuer,  or any other  Person is  required  for the  execution  by the
          Issuer of the Transaction  Documents and compliance and performance by
          the  Issuer  of  its  obligations  under  the  Transaction   Documents
          including,   without   limitation,   the  issuance  and  sale  of  the
          Securities;

                                       8
<PAGE>
     (d)  except as disclosed in the Issuer  Public  Information,  the Issuer is
          not in default of any material term, covenant or condition under or in
          respect of any judgment, order, agreement or instrument to which it is
          a party or to which it or any of the property or assets thereof are or
          may be subject,  and no event has occurred and is  continuing,  and no
          circumstance  exists which has not been waived,  which  constitutes  a
          default in respect of any  commitment,  agreement,  document  or other
          instrument  to which the Issuer is a party or by which it is otherwise
          bound  entitling any other party thereto to accelerate the maturity of
          any amount  owing  thereunder  or which could have a material  adverse
          effect upon the condition (financial or otherwise),  property, assets,
          operations or business of the Issuer;

     (e)  the  Securities   have  been  duly  authorized  and,  when  issued  in
          accordance  with the terms of this  Agreement and the  Securities,  as
          applicable,   and  upon  payment  of  the  agreed  upon  consideration
          therefore:

          (i)  will be, free and clear of any security interests,  liens, claims
               or other  encumbrances,  subject to  restrictions  upon  transfer
               under the 1933 Act and any applicable state securities laws;

          (ii) will not have been issued or sold in violation of any  preemptive
               or other similar  rights of the holders of any  securities of the
               Issuer; and

          (iii)assuming  the  representations  and  warrants  of  the  Purchaser
               pursuant to this Agreement are true and correct,  will not result
               in a violation of Section 5 under the 1933 Act.

          The Issuer will use its reasonable  commercial efforts to reserve from
          its duly authorized  capital stock the common shares issuable pursuant
          to the Debentures in order to issue the Shares;

     (f)  the Issuer has not  engaged  in any form of  general  solicitation  or
          general advertising (within the meaning of Regulation D under the 1933
          Act) in connection with the offer or sale of the Securities;

                                       9
<PAGE>
     (g)  During  the two (2) years  prior to the date  hereof,  the  Issuer has
          filed annual,  quarterly and current reports pursuant to US securities
          laws and has filed all  reports  required to be filed by it under such
          US  securities  laws  (all of the  foregoing  filed  prior to the date
          hereof or prior to the Closing Date, and all exhibits included therein
          and financial  statements,  notes and schedules  thereto and documents
          incorporated by reference therein being hereinafter referred to as the
          "SEC Documents").  As of their respective dates, such reports complied
          in all material  respects  with the  requirements  under US securities
          laws except to the extent  that the Issuer  filed  amendments  to such
          reports in which event the SEC Documents, as amended,  complied in all
          material  aspects with the  requirements  under US securities laws and
          the rules and regulations of the SEC promulgated  thereunder.  None of
          the SEC  Documents at the time they were filed with the SEC  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 the light of the circumstances under which they
          were made, not misleading;

     (h)  there  is  no  action,  suit  or  legal  proceeding  ("Action")  which
          adversely   affects  or   challenges   the   legality,   validity   or
          enforceability of any of the Loan Documents or the Securities. The SEC
          has  not  issued  any  stop  order  or  other  order   suspending  the
          effectiveness of any registration  statement filed by the Issuer under
          US securities laws;

     (i)  the  Issuer  is  not,  and is not an  affiliate  of,  and  immediately
          following  the  Closing  Date will not have  become,  and  "investment
          company" within the meaning of the Investment  Company Act of 1940, as
          amended;

     (j)  Neither the Issuer,  nor to the knowledge of the Issuer,  any agent or
          other  Person  acting  on  behalf  of the  Issuer,  has,  directly  or
          indirectly:

          (i)  used any  funds,  or will use any  proceeds  from the sale of the
               Debentures, for any unlawful contributions,  gifts, entertainment
               or  other  unlawful  expenses  related  to  foreign  or  domestic
               political activity;

          (ii) made any  unlawful  payment  to foreign  or  domestic  government
               officials  or employees  or to any foreign  political  parties or
               campaigns from corporate funds;

          (iii)failed to disclose fully any contribution  made by the Issuer (or
               made by any Person  acting on their behalf of which the Issuer is
               aware) which is in violation of law; or

          (iv) has violated in any material respect any provision of the Foreign
               Corrupt  Practices  Act of 1977,  as  amended,  and the rules and
               regulations thereunder;

     (k)  The  operation of the Issuer are and have been  conducted at all times
          in  compliance  with  the  money  laundering  statutes  of  applicable
          jurisdictions, the rules and regulations thereunder and any related or
          similar  rules,  regulations,   guidelines,  issued,  administered  or
          enforced by any  applicable  governmental  agency  (collectively,  the
          "Money  Laundering  Laws") and no action,  suit,  or  proceeding by or
          before  any court or  governmental  agency,  authority  or body or any
          arbitrator  involving the Issuer with respect to the Money  Laundering
          Laws is pending, or the best knowledge of the Issuer, threatened;

     (l)  None of the Issuer,  any of their  affiliates and any Person acting in
          their behalf has, directly or indirectly,  made any offers or sales of
          any  security  or  solicited  any  offers to buy any  security,  under
          circumstances that would require  registration of any of the 1933 Act,
          whether  through  integration  with prior  offerings or otherwise,  or
          cause this  offering  of the  Securities  to require  approval  of the
          shareholders  of  the  Issuer  for  the  purposes  of  any  applicable
          shareholder approval provisions,  including, without limitation, under
          the rules and  regulations  of any  exchange  or  automated  quotation
          system  on which  any of the  securities  of the  Issuer  are  listed,
          designated or quoted;

                                       10
<PAGE>
     (m)  the Issuer is not in violation of any term of or in default  under any
          certificate of  designations  of any  outstanding  series of common or
          preferred stock of the Issuer, its Articles of Incorporation or Bylaws
          or their  organizational  charter or certificate of  incorporation  or
          bylaws, respectively.  The Issuer is not in violation of any judgment,
          decree  or  order  or  any  statute,  ordinance,  rule  or  regulation
          applicable to the Issuer, and the Issuer will not conduct its business
          in violation of any of the foregoing,  except for possible  violations
          which  could not,  individually  or in the  aggregate,  reasonably  be
          expected to have a Material  Adverse Effect.  The Issuer possesses all
          certificates,  authorizations  and permits  issued by the  appropriate
          federal,  state or foreign regulatory authorities necessary to conduct
          their respective businesses,  except where the failure to possess such
          certificates,  authorizations or permits would not have,  individually
          or in the aggregate, a Material Adverse Effect, and the Issuer has not
          received  any notice of  proceedings  relating  to the  revocation  or
          modification of any such certificate, authorization or permit.

     (n)  the  Issuer  understands  and  acknowledges  that the number of Shares
          issuable upon  conversion of the  Debentures  will increase in certain
          circumstances.  The Issuer further acknowledges that its obligation to
          issue Shares upon conversion of the Debentures in accordance with this
          Agreement and the Debentures is absolute and unconditional  regardless
          of the dilutive  effect that such  issuance may have on the  ownership
          interests of other shareholders of the Issuer;

     (o)  the  Issuer  has  leasehold  title to all real  property  and good and
          marketable  title to all  personal  property  owned  by them  which is
          material to the  business of the Issuer,  free and clear of all liens,
          encumbrances  and defects except such as do not materially  affect the
          value  of such  property  and do not  interfere  with the use made and
          proposed to be made of such property by the Issuer.  Any real property
          and  facilities  held under lease by the Issuer are held by them under
          valid,  subsisting and enforceable  leases with such exceptions as are
          not material and do not interfere with the use made and proposed to be
          made of such property and buildings by the Issuer; and

     (p)  the Issuer:

          (i)  is  in  compliance  with  any  and  all  Environmental  Laws  (as
               hereinafter defined);

          (ii) has received all permits, licenses or other approvals required of
               them  under  applicable   Environmental  Laws  to  conduct  their
               respective businesses; and

          (iii)is in  compliance  with  all  terms  and  conditions  of any such
               permit,  license  or  approval  where,  in each of the  foregoing
               clauses  (i),  (ii) and (iii),  the failure to so comply could be
               reasonably expected to have,  individually or in the aggregate, a
               Material Adverse Effect.

          The term  "Environmental  Laws"  means all  federal,  state,  local or
          foreign laws  relating to pollution or  protection  of human health or
          the environment (including,  without limitation,  ambient air, surface
          water,  groundwater,  land surface or subsurface  strata),  including,
          without limitation, laws relating to emissions,  discharges,  releases
          or threatened  releases of  chemicals,  pollutants,  contaminants,  or
          toxic or  hazardous  substances  or wastes  (collectively,  "Hazardous
          Materials")  into  the  environment,  or  otherwise  relating  to  the
          manufacture,   processing,   distribution,  use,  treatment,  storage,
          disposal, transport or handling of Hazardous Materials, as well as all
          authorizations,   codes,   decrees,   demands   or   demand   letters,
          injunctions,  judgments,  licenses, notices or notice letters, orders,
          permits, plans or regulations issued, entered, promulgated or approved
          thereunder.

9. LEGENDING OF SUBJECT SECURITIES

9.1 The Purchaser hereby  acknowledges that that upon the issuance thereof,  and
until  such  time  as the  same  is no  longer  required  under  the  applicable
securities  laws  and  regulations,  the  certificates  representing  any of the
Securities will bear a legend in substantially the following form:

                                       11
<PAGE>
     NONE  OF THE  SECURITIES  TO  WHICH  THIS  PRIVATE  PLACEMENT  SUBSCRIPTION
     AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER
     THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR
     ANY U.S. STATE  SECURITIES  LAWS,  AND,  UNLESS SO REGISTERED,  NONE MAY BE
     OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
     EXCEPT  PURSUANT TO AN 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.

9.2 The Purchaser hereby acknowledges and agrees to the Issuer making a notation
on its records or giving instructions to the registrar and transfer agent of the
Issuer  in order to  implement  the  restrictions  on  transfer  set  forth  and
described in this Subscription Agreement.

10. COSTS

10.1 The Purchaser  acknowledges and agrees that all costs and expenses incurred
by the Purchaser  (including any fees and  disbursements  of any special counsel
retained by the Purchaser)  relating to the purchase of the Debentures  shall be
borne by the Purchaser.

11. GOVERNING LAW

11.1 This Subscription Agreement will be governed by and construed in accordance
with the internal laws of Nevada  (without  reference to its rules governing the
choice or  conflict  of laws),  and the parties  hereto  irrevocably  attorn and
submit to the exclusive jurisdiction of the courts of Nevada with respect to any
dispute related to this Subscription Agreement.

12. SURVIVAL

12.1   This   Subscription   Agreement,   including   without   limitation   the
representations,  warranties and covenants  contained herein,  shall survive and
continue  in full  force and  effect  and be  binding  upon the  parties  hereto
notwithstanding  the  completion  of  the  purchase  of  the  Securities  by the
Purchaser  pursuant hereto.  13. ASSIGNMENT 13.1 This Subscription  Agreement is
not transferable or assignable.

14. SEVERABILITY

14.1 The  invalidity or  unenforceability  of any  particular  provision of this
Subscription  Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

15. ENTIRE AGREEMENT

15.1 Except as  expressly  provided in this  Subscription  Agreement  and in the
agreements, instruments and other documents contemplated or provided for herein,
this  Subscription  Agreement  contains the entire agreement between the parties
with  respect  to the sale of the  Securities  and  there  are no  other  terms,
conditions,  representations or warranties,  whether expressed, implied, oral or
written, by statute or common law, by the Issuer or by anyone else.

16. NOTICES

16.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the  Purchaser  shall be directed to the
address  on  page 2 and  notices  to  the  Issuer  shall  be  directed  to it at
INDEPENDENCE  ENERGY  CORP.,  3020 Old Ranch  Parkway,  Suite 300,  Seal  Beach,
California, 90740.

                                       12
<PAGE>
17. COUNTERPARTS AND ELECTRONIC MEANS

This Subscription Agreement may be executed in any number of counterparts,  each
of which,  when so executed and delivered,  shall constitute an original and all
of which together shall constitute one instrument.  Delivery of an executed copy
of this  Agreement  by  electronic  facsimile  transmission  or  other  means of
electronic  communication  capable of producing a printed copy will be deemed to
be execution  and  delivery of this  Agreement  as of the date  hereinafter  set
forth.

18. TIME IS OF THE ESSENCE

Time is of the essence of this Subscription Agreement.

                                       13
<PAGE>
                                    EXHIBIT A

NONE OF THE SECURITIES TO WHICH THIS PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT
(THE  "SUBSCRIPTION  AGREEMENT")  RELATES HAVE BEEN REGISTERED  UNDER THE UNITED
STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR ANY U.S. STATE
SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE
UNITED  STATES OR TO U.S.  PERSONS (AS  DEFINED  HEREIN)  EXCEPT  PURSUANT TO AN
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.

                                                                      US $46,000
                                                                      ----------
                            6% CONVERTIBLE DEBENTURE

                                   Issued by:

                            INDEPENDENCE ENERGY CORP.
                             (herein the "Company")

Due April _______, 2016                                           Debenture #001

All amounts described herein refer to US dollars unless otherwise specified.

1. PROMISE TO PAY

(a) Principal

For value received, the Company, a Nevada corporation,  HEREBY PROMISES TO REPAY
to Europa  Capital AG (the  "Holder")  the  principal  sum of FORTY SIX THOUSAND
DOLLARS in the lawful money of United States of America  (USD$46,000),  together
with interest on the balance of the  principal  sum from time to time  remaining
unpaid as provided for in Section 1(b) hereof,  at 4:00 p.m.  (Pacific  Standard
Time) on April , 2016 (the  "Due  Date")  subject  to such  principal  sum being
reduced  through  conversion  of a  portion  of same into  common  shares in the
capital of the Company pursuant to Section 5 hereof.

(b) Interest

The  outstanding  portion  of the  principal  sum from  time to time  will  bear
interest at a rate equal to six percent (6%) per annum, payable at the Due Date,
if any.

2. DEFAULT

(a) One hundred percent (100%) of the principal money hereby secured and accrued
interest shall immediately become due and payable:

     (i)  if the Company  defaults in the observance or performance of any term,
          covenant or condition  contained in this Debenture and such default is
          not remedied  within  fifteen (15)  business days after service on the
          Company  by the  Holder of a notice  in  writing  requiring  that such
          default be remedied;

                                       14
<PAGE>
     (ii) if the Company becomes bankrupt or insolvent or goes into liquidation,
          either  voluntarily  or under  any  order  of a court  of a  competent
          jurisdiction,  or makes a general  assignment  for the  benefit of its
          creditors, or otherwise acknowledges its insolvency;

     (iii) the Company ceases or threatens to cease to carry on business;

     (iv) a receiver,  receiver and manager or receiver-manager of any property,
          assets or undertaking of the Company is appointed;

     (v)  any  execution,  sequestration  or other  process of any kind  becomes
          enforceable against the Company, or a distress or analogous process is
          levied upon any property or asset of the Company;

     (vi) the Company  defaults in or under any  obligation or agreement,  other
          than this  Debenture,  which  requires  payment by the  Company of any
          amount in excess of Two  Hundred  and Fifty  Thousand  Dollars  in the
          lawful money of the United States (USD$250,000);

     (vii)the holder of any  encumbrance  against  any  property or asset of the
          Company does anything to enforce or realize on such encumbrance;

     (viii) the  Company  permits  any sum  which has been  admitted  as due and
          payable by it, or which is not  disputed  to be due and payable by it,
          to remain  unpaid for ninety  (90) days after legal  proceedings  have
          been taken to compel payment thereof;

     (ix) the Company loses its certificate of incorporation  by  expropriation,
          forfeiture or otherwise; or

     (x)  the Holder in good faith  believes,  and has  commercially  reasonable
          grounds to believe, that the prospect of payment or performance of any
          of the obligations of the Company is materially impaired.

3. COVENANTS OF THE COMPANY

The  Company  hereby  covenants  with the  Holder  that at all times  during the
currency of this Debenture it:

(a) will well and truly pay all monies  which it may become  obligated to pay to
the Holder;

(b) promptly pay as and when due all amounts and perform all  obligations as may
be required in order to prevent the enforcement of any security  interests which
may rank prior to or equally with the security  interests  granted to the Holder
in respect of this Debenture;

(c) will maintain and secure its  incorporation  and corporate  organization  in
good standing;

(d) will conduct its business in a proper and  businesslike  manner and, subject
to all the  provisions  herein  contained,  diligently  preserve all the rights,
powers, privileges and goodwill owned by it;

(e) will assume and pay all costs,  charges and expenses,  including legal costs
of the Holder incidental to:

     (i)  the preparation of this Debenture; and

                                       15
<PAGE>
     (ii) any proceedings taken to enforce the remedies under this Debenture, or
          by reason of non-payment or procuring payment of the monies secured by
          this Debenture; and

(f) will  strictly  comply with every  covenant and  undertaking  hereunder.

4. WAIVER

The  Holder  may  waive  any  breach  of the  Company  of any of the  provisions
contained in this Debenture,  or any default by the Company in the observance or
performance of any covenant or condition required to be observed or performed by
the Company under the terms of this  Debenture;  provided always that no failure
or delay on the part of the Holder to exercise any right,  power or remedy given
herein or by  statute  or at law or in equity or  otherwise  shall  operate as a
waiver  thereof,  nor shall any  single or  partial  exercise  of any such right
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or remedy.

5. CONVERSION

Upon issuance of this Debenture,  the Holder shall have the right to convert all
or any  portion of the  principal  sum and accrued  interest  of this  Debenture
remaining  outstanding and owing to the Holder (the "Convertible  Indebtedness")
(as at the date of the election to so convert) into common shares in the capital
stock of the Company (the  "Shares").  Notwithstanding  anything to the contrary
herein,  no portion of the Minimum  Interest Charge may converted until accrued.
The conversion  price shall be $$0.01 per share.  The Holder may, at its option,
elect to  convert  the  Debentures  held by the  Holder in  accordance  with the
foregoing in lieu of receiving any funds payable under the Debentures.

Upon issuance of this Debenture,  the Company shall also have the right to repay
all or any  portion of the  Convertible  Indebtedness  or the  Minimum  Interest
Charge (as at the date of the election to so convert) from time to time.

Any such conversion may be effected by the presentation of this Debenture at the
offices of the  Company,  accompanied  by a conversion  notice (the  "Conversion
Notice") in the form attached as Appendix 1, signed by the Holder, notifying the
Company as to the exercise of the right of conversion,  specifying the amount of
the Convertible  Indebtedness being converted, and setting forth the name(s) and
address(es) of the nominee(s) of the Holder in whose name(s) the Shares issuable
upon such conversion are to be registered.  Such  conversion  shall be deemed to
have been  effected  immediately  prior to the close of business on the date the
Company receives the Conversion Notice.

Any such  repayment  by the Company may be  effected  by the  presentation  of a
repayment notice (the "Repayment  Notice"),  in the form attached as Appendix 2,
at the address of the Holder provided in the  Subscription  Agreement  signed by
the Company  notifying  the Holder as to the exercise of the right of repayment,
specifying  the  amount  of the  Convertible  Indebtedness  being  repaid.  Such
repayment shall be deemed to have been effected  immediately  prior to the close
of business on the date the Company or the Holder receives a Repayment Notice.

As  promptly  as  practicable  after  the  presentation  of this  Debenture  for
conversion,  the Company  shall cause to be issued to the Holder or the Holder's
nominee(s) a certificate or certificates  representing  the number of fully paid
and  non-assessable  Shares  into which all or any  portion  of the  Convertible
Indebtedness  has been  converted  and shall  cause the  Holder or the  Holder's
nominee(s)  to be entered in its books as the  holder(s) of the number of Shares
into which any of the Convertible Indebtedness is converted.

In the event that any amounts remain  outstanding  hereunder after giving effect
to such  conversion  and/or  repayment,  the Company shall issue a new Debenture
having a face amount equal to the remaining  Convertible  Indebtedness  owing by
the Company to the Holder as promptly as practicable  after the  presentation of
this Debenture for conversion.

The conversion or repayment of the Convertible  Indebtedness shall in respect of
the amount so converted or repaid be deemed to have been made immediately  prior
to the close of business on the date on which this Debenture is surrendered  for

                                       16
<PAGE>
conversion or repaid.  The Holder's rights in respect of the converted or repaid
portion shall  terminate at such time of surrender,  and, if any, the nominee(s)
of the Holder  entitled  to receive  the Shares into which all or any portion of
any of the Convertible  Indebtedness  is converted shall be treated,  as between
the Company and such person or persons,  as having  become the holder or holders
of record of such  Shares  on that  date,  provided  that if this  Debenture  is
surrendered  for  conversion  on any day on which the register for the Company's
common  shares is closed,  the Holder or the  Holder's  nominee(s)  entitled  to
receive  Shares  upon  the  conversion  of  this  Debenture   shall  become  the
shareholder(s) of record of such Shares as of the date on which the common share
register is next open.

6. FRACTIONAL SHARES

No fractional  Shares shall be issued upon conversion of any Debentures,  and in
lieu of any fractional Shares which would otherwise be issuable upon conversion,
the Company shall pay a cash adjustment equal to such fraction multiplied by the
Conversion Price then in effect; and in determining the number of Shares and the
payment, if any in lieu of fractional shares that the Holder shall receive,  the
principal sums of all debentures  being  converted as at a particular date shall
be aggregated.

7. RESERVES AND ADJUSTMENTS

(a) The  Company  covenants  and  agrees  that so  long  as  this  Debenture  is
outstanding  it will at all times  reserve  out of its  unissued  share  capital
against  the  conversion  rights  conferred  on the holder of such  Debenture  a
sufficient  number of unissued  Shares to entitle all of the  principal  sum and
accrued interest  outstanding  under such Debenture  outstanding to be converted
upon the basis and upon the terms and conditions provided for in this Debenture.

(b) In the event of any subdivision or redivision or change of the Shares at any
time while this  Debenture is outstanding  into a greater number of Shares,  the
Company shall  deliver,  at the time of the exercise  thereafter of the right of
conversion by the registered holder of this Debenture, such additional number of
Shares as would have resulted from such subdivision, redivision or change if the
right of conversion  had been exercised  prior to the date of such  subdivision,
redivision or change.  In the event of any consolidation or change of the Shares
any time while this Debenture is outstanding into a lesser number of Shares, the
number of Shares  deliverable  by the Company on the exercise  thereafter of the
right of  conversion  shall be  reduced  to such  number of Shares as would have
resulted from such  consolidation  or change if the right of conversion had been
exercised prior to the date of such consolidation or change; and

(c) If the Company shall  declare and pay a stock  dividend upon its Shares or a
dividend upon its Shares payable at the option of the respective  holders either
in Shares or in cash then in each such case from and after the  payment  date of
such  dividend the  conversion  right herein  provided for shall be increased in
proportion  to  the  increase  in  the  number  of  outstanding  Shares  of  the
appropriate class resulting from such dividend.

8. NOTICES

Any notice,  direction  or other  instrument  required or  permitted to be given
under this  Debenture  by the Holder to the Company or the Company to the Holder
shall be in writing and may be given by delivering same or transmitting  same by
facsimile transmission or similar method.

Any notice, direction or instrument aforesaid shall:

(a) if delivered,  be deemed to have been given or made at the time of delivery;
and

(b) if transmitted by facsimile transmission or similar method will be deemed to
have been given or made on the next  business day  following the day on which it
was so transmitted.

                                       17
<PAGE>
Any party may give written  notice of change of address in the same  manner,  in
which event such notice  shall  thereafter  be given to it as above  provided at
such changed address.

9. NO MERGER

This  Debenture  shall  not  operate  by way of merger  of any  indebtedness  or
liability of the Company or any other person or persons to the Holder  hereunder
or under any deed, guarantee, contract, draft, bill of exchange, promissory note
or  other  negotiable  instrument  by  which  the  same  may now or at any  time
hereafter be  represented  or evidenced and no judgment  recovered by the Holder
shall merge or in any way affect the Holder's right to interest as aforesaid.

10. ENUREMENT

This Debenture and the charges created hereby and all its provisions shall enure
to the benefit of the Holder, its successors and permitted assigns, and shall be
binding upon the Company, its successors and assigns.

11. ASSIGNABILITY

The  obligations of the Company under this Debenture are not assignable  without
the consent of the Holder.  This Debenture shall be binding upon the Company and
its successors and assigns, and shall inure to the benefit of the Holder and the
permitted assigns of the Debenture.

12. TIME IS OF THE ESSENCE

Time shall be of the essence of this Debenture.

13. INTERPRETATION

The following rules shall be applied in interpreting this Debenture:

(a) Cross Reference

Unless  otherwise  stated a reference  herein to a numbered  or lettered  clause
refers to the clause bearing that number or letter in this Debenture.

(b) Proper Law

The  proper  law of this  Debenture  is the law of the State of Nevada  (without
reference  to its rules  governing  the  choice or  conflict  of laws),  and the
parties hereto  irrevocably  attorn and submit to the exclusive  jurisdiction of
the  courts  of  Nevada  in  all  matters   concerning  the  interpretation  and
enforcement of this Debenture.

(c) Severability

If a  provision  of this  Debenture  shall be found to be  wholly  or  partially
invalid, this Debenture shall be interpreted as if the invalid provision had not
been a part hereof.

                      [THIS PART INTENTIONALLY LEFT BLANK]

                                       18
<PAGE>
(d) Headings

The headings of the clauses of this  Debenture  have been inserted for reference
only and do not defined, limit, alter or enlarge the meaning of any provision of
this Debenture.

IN WITNESS  WHEREOF this  Debenture has been executed and delivered  this ______
day of April, 2013

INDEPENDENCE ENERGY CORP.


Per: /s/ Gregory Rotelli
     --------------------------------------------
Name:  Gregory Rotelli
Title: Director

I have authority to bind the Company

                                       19
<PAGE>
                                   APPENDIX 1
                            FORM OF CONVERSION NOTICE

TO: INDEPENDENCE ENERGY CORP.

The undersigned, the registered holder (the "Holder") of the enclosed Debenture,
hereby  irrevocably  elects to convert  such  Debenture  (or $ of the  principal
amount and accrued  interest  thereof)  into common  shares  (the  "Shares")  of
Independence  Energy  Corp.,  in  accordance  with  the  terms  of the  enclosed
Debenture  and  directs  that  the  Shares  issuable  and  deliverable  upon the
conversion be issued and delivered to the person indicated below.

DATED:                                   Europa Capital AG
      -----------------------------      ---------------------------------------
                                         Name of Holder (Please Print)


                                         By:
                                            ------------------------------------
                                            Authorized Signatory

                                         ---------------------------------------
                                         Official Capacity or Title
                                         (Please Print)

                                         ---------------------------------------
                                         Address

                                         ---------------------------------------
                                         Address

                                         ---------------------------------------
                                         Telephone Number

Register the Shares as set forth         Deliver  the Shares as set forth
below:                                   below:

-----------------------------------      ---------------------------------------
Name                                     Name

-----------------------------------      ---------------------------------------
Account reference, if applicable         Account reference, if applicable

-----------------------------------      ---------------------------------------
Address                                  Contact Name

-----------------------------------      ---------------------------------------
Address                                  Address

                                         ---------------------------------------
                                         Address

                                         ---------------------------------------
                                         Telephone Number

                                       20
<PAGE>
                                   APPENDIX 2
                            FORM OF REPAYMENT NOTICE

TO: EUROPA CAPITAL AG

The undersigned,  the issuer of the Debenture # _____________ (the "Debenture"),
hereby  irrevocably  elects to repay such  Debenture (or  $_____________  of the
principal amount and accrued interest thereof),  in accordance with the terms of
the Debenture.

DATED:                              INDEPENDENCE ENERGY CORP.
      ----------------------

                                    By:
                                       -----------------------------------------
                                       Authorized Signatory

                                       -----------------------------------------
                                       Official Capacity or Title (Please Print)

                                       21