Exhibit 10.1

THE SECURITIES  REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE  TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (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 REGISTERED,  NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED  HEREIN)  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.

                            DEBT CONVERSION AGREEMENT
                      (Non-US and Non-Canadian Subscriber)

TO: UPSTREAM BIOSCIENCES INC. (the "COMPANY")
    Three Sugar Creek Center, Suite 100
    Sugar Land, Texas 77478

WHEREAS:

A. The Company is indebted to Six Capital  Limited,  a  Seychelles  corporation,
(the  "SUBSCRIBER")  in the total  amount of $35,000  (the  "INDEBTEDNESS")  for
unpaid  remuneration and a performance bonus for consulting  services performed;
and

B. The Subscriber has agreed to convert the  Indebtedness  into common shares of
the Company pursuant to the terms and conditions of this Agreement.

NOW THEREFORE this  Agreement  witnesses  that for and in  consideration  of the
mutual covenants,  agreements,  representations and warranties in this Agreement
and other good and valuable consideration,  the receipt and sufficiency of which
is acknowledged by each party, the parties agree as follows:

1. ACKNOWLEDGMENT OF DEBT

1.1 The Company and the Subscriber acknowledge and agree that, as of the date of
this  Agreement,  the Company is indebted to the Subscriber in the amount of the
Indebtedness.

2. SUBSCRIPTION AND RELEASE

2.1 On the basis of the  representations and warranties and subject to the terms
and conditions set forth herein,  the Subscriber  hereby  irrevocably  agrees to
convert the  Indebtedness  into  1,000,000  common  shares of the  Company  (the
"SECURITIES") at a conversion price of $0.035 per each share of the Company.

2.2 On the basis of the  representations and warranties and subject to the terms
and conditions set forth herein,  the Company hereby irrevocably agrees to issue
the  Securities,  as duly issued and authorized,  fully paid and  non-assessable
shares,  and  deliver the  Securities,  comprised  of a duly and validly  issued
certificate  representing  the Securities to the Subscriber on the Closing Date,
in exchange for and upon the conversion of the Indebtedness.
<PAGE>
                                      -2-


2.3 The  Subscriber  hereby agrees that upon  delivery of the  Securities by the
Company in accordance  with the provisions of this Agreement and applicable law,
all amounts  outstanding  under the  Indebtedness  will be fully  satisfied  and
extinguished,  and the Subscriber will remise, release and forever discharge the
Company  and  its  respective  directors,   officers,   employees,   successors,
solicitors,  agents  and  assigns  from  any  and  all  obligations  to pay  the
Indebtedness,  other than any such  obligations  arising out of or in connection
with the issuance,  sale and delivery of the Securities or otherwise  under this
Agreement.

3. DOCUMENTS REQUIRED FROM SUBSCRIBER

3.1 The Subscriber has completed, signed and returned to the Company an executed
copy of this Agreement and the Subscriber shall complete, sign and return to the
Company  as  soon  as  possible,  on  request  by the  Company,  any  additional
documents,  questionnaires,  notices and  undertakings as may be required by any
regulatory authorities and applicable law.

4. CONDITIONS AND CLOSING

4.1 Closing of the offering of the Securities (the "CLOSING") shall occur on the
date as determined by the Company in its sole discretion (the "CLOSING DATE").

5. ACKNOWLEDGEMENTS AND AGREEMENTS OF SUBSCRIBER

5.1 The Subscriber acknowledges and agrees that:

     (a)  none of the Securities  have been or, except as  contemplated  herein,
          will be registered  under the  Securities Act of 1933, as amended (the
          "1933 ACT"),  or under any state  securities or "blue sky" laws of any
          state of the United  States,  and,  unless so  registered,  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 under the 1933
          Act  ("REGULATION  S"),  except in accordance  with the  provisions of
          Regulation S, 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 and  provincial
          securities laws;

     (b)  the Subscriber  acknowledges that the Company has not undertaken,  and
          will have no obligation,  to register any of the Securities  under the
          1933 Act or any other securities legislation;

     (c)  the decision to execute this  Agreement and acquire the Securities has
          not been based upon any oral or written  representation  as to fact or
          otherwise  made by or on behalf of the  Company  and such  decision is
          based entirely upon a review of any public  information which has been
          filed by the  Company  with the  Securities  and  Exchange  Commission
          ("SEC")  in  compliance,  or  intended  compliance,   with  applicable
          securities legislation;

     (d)  the Subscriber and the  Subscriber's  advisor(s) have had a reasonable
          opportunity  to ask questions of and receive  answers from the Company
          in connection with the distribution of the Securities  hereunder,  and
          to  obtain  additional   information,   to  the  extent  possessed  or
          obtainable without unreasonable effort or expense, necessary to verify
          the accuracy of the information about the Company;

     (e)  the books and records of the Company were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions,  by the Subscriber during  reasonable  business hours at
          its principal place of business, and all documents,  records and books
          in connection with the  distribution of the Securities  hereunder have
          been made available for inspection by the Subscriber, the Subscriber's
          lawyer and/or advisor(s);

     (f)  all of the  information  which  the  Subscriber  has  provided  to the
          Company is  correct  and  complete  as of the date this  Agreement  is
          signed, and if there should be any change in such information prior to
          this  Agreement  being executed by the Company,  the  Subscriber  will
          immediately provide the Company with such information;
<PAGE>
                                      -3-


     (g)  the Company is entitled to rely on the  representations and warranties
          of the Subscriber  contained in this Agreement and the Subscriber will
          hold  harmless  the  Company  from any loss or  damage  it or they may
          suffer as a result of the Subscriber's  failure to correctly  complete
          this Agreement;

     (h)  the Subscriber will indemnify and hold harmless the Company and, where
          applicable, its 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  Subscriber  contained  in this  Agreement  or in any
          document  furnished  by the  Subscriber  to the Company in  connection
          herewith being untrue in any material respect or any breach or failure
          by the Subscriber to comply with any covenant or agreement made by the
          Subscriber to the Company in connection therewith;

     (i)  the Company 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 the registration requirements of the 1933 Act
          and in accordance with any other applicable securities laws;

     (j)  the Subscriber has been advised to consult the Subscriber's 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 Company is not in
          any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Subscriber
               is resident in connection with the distribution of the Securities
               hereunder, and

          (ii) applicable resale restrictions;

     (k)  the  Subscriber   consents  to  the  placement  of  a  legend  on  any
          certificate or other document  evidencing any of the Securities to the
          effect that such securities  have not been  registered  under the 1933
          Act or any state  securities  or "blue sky" laws and setting  forth or
          referring  to the  restrictions  on  transferability  and sale thereof
          contained  in  this  Agreement  such  legend  to be  substantially  as
          follows:

                 "THE SECURITIES  REPRESENTED HEREBY HAVE BEEN OFFERED
                 IN AN  OFFSHORE  TRANSACTION  TO PERSONS  WHO ARE NOT
                 U.S.   PERSONS  (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 REGISTERED,  NONE MAY
                 BE OFFERED OR SOLD,  DIRECTLY OR  INDIRECTLY,  IN THE
                 UNITED STATES OR TO U.S.  PERSONS (AS DEFINED HEREIN)
                 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.

     (l)  the statutory and regulatory  basis for the exemption  claimed for the
          offer and sale of the  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 1933 Act;
<PAGE>
                                      -4-


     (m)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed or passed on the merits of any of
          the  Securities  and no documents in  connection  with the sale of the
          Securities  hereunder  have  been  reviewed  by the  SEC or any  state
          securities administrators;

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

     (o)  this Agreement is not enforceable by the Subscriber unless it has been
          accepted by the Company.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

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

     (a)  the  Subscriber  is  not a  U.S.  Person  and  the  Subscriber  is not
          acquiring the  Securities  for the account or benefit of,  directly or
          indirectly, any U.S. Person;

     (b)  the  Subscriber  is  resident  in the  jurisdiction  set out under the
          heading "Name and Address of Subscriber" on the signature page of this
          Agreement;

     (c)  it has the legal  capacity  and  competence  to enter into and execute
          this Agreement and to take all actions  required  pursuant hereto and,
          if the Subscriber is a corporate  entity,  it is duly incorporated and
          validly subsisting under the laws of its jurisdiction of incorporation
          and all necessary  approvals have been obtained to authorize execution
          and performance of this Agreement on behalf of the Subscriber;

     (d)  the Subscriber is a resident of an International  Jurisdiction  (which
          is defined  herein to mean a country  other than  Canada or the United
          States) and the  Subscriber  on its own behalf and, if  applicable  on
          behalf of others for whom it is hereby acting that:

          (i)  the  Subscriber is  knowledgeable  of, or has been  independently
               advised  as to,  the  International  Securities  Laws  (which  is
               defined  herein to mean,  in respect  of each and every  offer or
               sale of Securities, any securities laws having application to the
               Purchaser and the purchase of the Securities  other than the laws
               of Canada  and the  United  States  and all  regulatory  notices,
               orders,  rules,  regulations,   policies  and  other  instruments
               incidental  thereto) which would apply to this  subscription,  if
               any;

          (ii) the  Subscriber  is  purchasing  the  Securities  pursuant  to an
               applicable exemption from any prospectus, registration or similar
               requirements  under  the  International  Securities  Laws of that
               International  Jurisdiction,  or, if such is not applicable,  the
               Subscriber  is  permitted to purchase  the  Securities  under the
               International  Securities Laws of the International  Jurisdiction
               without the need to rely on exemptions;

          (iii)the  subscription  by the  Subscriber  does not contravene any of
               the  International  Securities  Laws applicable to the Subscriber
               and the  Issuer and does not give rise to any  obligation  of the
               Issuer to prepare and file a prospectus or similar document or to
               register the Securities or to be registered with any governmental
               or regulatory authority;

          (iv) the  International  Securities  Laws do not require the Issuer to
               make any  filings or seek any  approvals  of any kind  whatsoever
               from  any  regulatory  authority  of any kind  whatsoever  in the
               International Jurisdiction; and

          (v)  the Securities  are being  acquired for investment  purposes only
               and  not  with  a  view  to  resale  and  distribution,  and  the
               distribution  of the  Securities to the  Subscriber by the Issuer
               complies with all International Securities Laws;

     (e)  the entering into of this 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 the  Subscriber  is a
          corporate  entity,  the constating  documents of, the Subscriber or of
<PAGE>
                                      -5-


          any agreement, written or oral, to which the Subscriber may be a party
          or by which the Subscriber is or may be bound;

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

     (g)  the Subscriber has received and carefully read this Agreement;

     (h)  the Subscriber is acquiring the Securities as principal for investment
          only and not with a view to resale or distribution;

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

     (j)  the Subscriber 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;

     (k)  the  Subscriber  (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;

     (l)  the Subscriber (i) is able to fend for itself; (ii) has such knowledge
          and experience in business  matters as to be capable of evaluating the
          merits and risks of its prospective investment in the Securities;  and
          (iii) can afford the complete loss of such investment;

     (m)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing this Agreement;

     (n)  the  Subscriber  is not an  underwriter  of, or dealer  in, the common
          shares of the Company, nor is the Subscriber  participating,  pursuant
          to a contractual  agreement or otherwise,  in the  distribution of the
          Securities;

     (o)  the  Subscriber  is  not  aware  of  any  advertisement  of any of the
          Securities and is not acquiring the Securities 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;

     (p)  others will rely upon the truth and  accuracy  of the  representations
          and  warranties  contained  in this  Section 0 and agrees that if such
          representations  and  warranties  are no longer  accurate or have been
          breached, the Subscriber shall immediately notify the Company;

     (q)  no  person   has  made  to  the   Subscriber   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

     (r)  the  Subscriber  has provided to the  Company,  along with an executed
          copy of this Agreement:,  and such other supporting documentation that
          the  Company  or its  legal  counsel  may  request  to  establish  the
          Subscriber's qualification as a qualified investor.
<PAGE>
                                      -6-


6.2 In this Agreement,  the term "U.S.  Person" shall have the meaning  ascribed
thereto in  Regulation S  promulgated  under the 1933 Act and for the purpose of
the Agreement includes any person in the United States.

7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

7.1  The  Subscriber  acknowledges  and  agrees  that  the  representations  and
warranties  contained  herein  are  made  by it with  the  intention  that  such
representations  and warranties will be relied upon by the Company and its legal
counsel in determining  the  Subscriber's  eligibility to acquire the Securities
under applicable securities  legislation.  The Subscriber further agrees that by
accepting  delivery  of the  certificates  representing  the  Securities  on the
Closing Date, it will be representing  and warranting  that the  representations
and warranties contained herein are true and correct as at the Closing Date with
the same  force and  effect as if they had been  made by the  Subscriber  on the
Closing  Date and that the  representations  and  warranties  will  survive  the
acquisition by the Subscriber of the Securities  notwithstanding  any subsequent
disposition by the Subscriber of such securities.

8. ACKNOWLEDGEMENT AND WAIVER

8.1 The Subscriber has acknowledged  that the decision to acquire the Securities
was solely made on the basis of publicly available  information.  The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities.

9. RESALE RESTRICTIONS

9.1 The  Subscriber  acknowledges  that any  resale  of the  Securities  will be
subject  to  resale  restrictions   contained  in  the  securities   legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that  none of the  Securities  have  been  registered  under the 1933 Act or the
securities laws of any state of the United States. None of the Securities may be
offered or sold in the United States unless registered in accordance with United
States  federal   securities  laws  and  all  applicable  state  and  provincial
securities laws or exemptions from such registration requirements are available.

10. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES

10.1 The  Subscriber  hereby  acknowledges  that a legend  may be  placed on the
certificates  representing  the  Securities  to the effect  that the  Securities
represented  by such  certificates  are  subject to a hold period and may not be
traded until the expiry of such hold period  except as  permitted by  applicable
securities legislation.

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

11. COLLECTION OF PERSONAL INFORMATION

11.1 The  Subscriber  acknowledges  and consents to the fact that the Company is
collecting the Subscriber's  personal  information for the purpose of fulfilling
this  Agreement  and  completing  the  transactions   contemplated  herein.  The
Subscriber's personal information (and, if applicable,  the personal information
of those  on whose  behalf  the  Subscriber  is  contracting  hereunder)  may be
disclosed  by the  Company  to (a)  stock  exchanges  or  securities  regulatory
authorities,   (b)  the  Company's   registrar  and  transfer  agent,   (c)  tax
authorities,  (d)  any  of  the  other  parties  involved  in  the  transactions
contemplated  herein,  including  legal  counsel,  and may be included in record
books in connection with the transactions contemplated herein. By executing this
Agreement,   the  Subscriber  is  deemed  to  be  consenting  to  the  foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable,  the personal information of those on whose behalf the Subscriber is
contracting  hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice.  Notwithstanding that
the Subscriber may be purchasing Securities as agent on behalf of an undisclosed
principal,  the Subscriber agrees to provide, on request,  particulars as to the
identity  of such  undisclosed  principal  as may be  required by the Company in
order to comply with the foregoing.
<PAGE>
                                      -7-


11.2 Furthermore, the Subscriber is hereby notified that the Company may deliver
to  a  provincial   securities   commission  and/or  the  SEC  certain  personal
information pertaining to the Subscriber, including such Subscriber's full name,
residential  address  and  telephone  number,  the  number  of  shares  or other
securities  of the Company  owned by the  Subscriber,  the number of  Securities
purchased  by the  Subscriber  and  the  total  purchase  price  paid  for  such
Securities,  the prospectus  exemption  relied on by the Company and the date of
distribution of the Securities.

12. COSTS

12.1 Each party shall bear its own costs and  expenses  (including  any fees and
disbursements of any counsel retained by such party) relating to the issuance of
the Securities and the other transactions contemplated by this Agreement.

13. GOVERNING LAW

13.1 This Subscription Agreement is governed by the laws of the State of Nevada.

14. SURVIVAL

14.1  This  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 Subscriber pursuant hereto.

15. ASSIGNMENT

15.1 This Agreement is not transferable or assignable.

16. SEVERABILITY

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

17. ENTIRE AGREEMENT

17.1 Except as  expressly  provided  in this  Agreement  and in the  agreements,
instruments  and other  documents  contemplated  or provided  for  herein,  this
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 Company or by anyone else.

18. NOTICES

18.1 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 Subscriber  shall be directed to the
address on the signature page of this Agreement and notices to the Company shall
be  directed to it at Three Sugar Creek  Center,  Suite 100,  Sugar Land,  Texas
77478.

19. COUNTERPARTS AND ELECTRONIC MEANS

19.1 This  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.
<PAGE>
                                      -8-


IN WITNESS  WHEREOF the  Subscriber  has duly executed this  Agreement as of the
date of acceptance by the Company.

                            Six Capital Limited
                            ----------------------------------------------------
                            (Name of Subscriber - Please type or print)

                            ----------------------------------------------------
                            (Signature and, if applicable, Office)

                            ----------------------------------------------------
                            (Address of Subscriber)

                            ----------------------------------------------------
                            (City, State or Province, Postal Code of Subscriber)

                            ----------------------------------------------------
                            (Country of Subscriber)

                            ----------------------------------------------------
                            (Email Address)

                            ----------------------------------------------------
                            (Telephone Number)

                               A C C E P T A N C E

The above-mentioned Agreement in respect of the Securities is hereby accepted by
Upstream Biosciences Inc.

DATED at ________________________, the _____ day of ____________________, 2013.

UPSTREAM BIOSCIENCES INC.


Per:
    ------------------------------
    Authorized Signatory