ex10-3.htm


    DEBT
CONVERSION AGREEMENT

     

    THIS DEBT
CONVERSION AGREEMENT
(the "Agreement") is effective as of April 30, 2009 (the “Effective Date”)

    


    BETWEEN

    


    SOUND
REVOLUTION INC.

    1820, 925 W.
Georgia Street,

    Vancouver, BC, V6C
3L2

         
(the "Company")

    


    AND

    


    BACCHUS
ENTERTAINMENT LTD

    1820, 925 W.
Georgia Street,

    Vancouver, BC, V6C
3L2

     

     (“Bacchus”)

     

    WHEREAS:

     

    
      	
              A.  

            	
              Bacchus has
      provided shareholder loans to the Company in order to fund the Company’s
      operations.

            


    

     

    
      	
              B.  

            	
              A portion of
      these loans is evidenced by a loan agreement entered into by Bacchus and
      the Company on August 31, 2004 and amended as of January 1, 2007 and
      January 1, 2008 (the “Loan
Agreement”)

            


    

     

    THIS AGREEMENT WITNESSES THAT
in consideration of the premises and mutual covenants contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound
hereby, agree as follows:

     

    
      	
              1. 

            	
              CONVERSION
      OF DEBT

            


    

     

    
      	
              1.1

            	
              Bacchus and
      the Company hereby agree to convert $35,000 of the debt owed to Bacchus by
      the Company, and evidenced by the Loan Agreement, into shares of the
      Company’s common stock at US $0.001 per share for an aggregate total of
      35,000,000 shares (the “Shares”)

            


    

     

    
      	
              2.

            	
              ISSUANCE
      OF SHARES

            


    

     

    
      	
              2.1

            	
              The Company
      hereby agrees to issue the Shares in accordance with the terms of the
      subscription agreement attached as Exhibit A to
  Bacchus.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.  

            	
              MISCELLANEOUS

            


    

    


    
      	
              3.1

            	
              Presumption.  This
      Agreement or any section thereof shall not be construed against any party
      due to the fact that said Agreement or any section thereof was drafted by
      said party.

            


    

    


    
      	
              3.2

            	
              Titles and
      Captions.  All
      article, section and paragraph titles or captions contained in this
      Agreement are for convenience only and shall not be deemed part of the
      context nor affect the interpretation of this
  Agreement.

            


    

    


    
      	
              3.3

            	
              Further
      Action.  The parties
      hereto shall execute and deliver all documents, provide all information
      and take or forbear from all such action as may be necessary or
      appropriate to achieve the purposes of this
  Agreement.

            


    

     

    
      	
              3.4  

            	
              Good Faith,
      Cooperation and Due Diligence.  The parties
      hereto covenant, warrant and represent to each other good faith, complete
      cooperation, due diligence and honesty in fact in the performance of all
      obligations of the parties pursuant to this Agreement.  All
      promises and covenants are mutual and
      dependent.

            


    

     

    
      	
              3.5  

            	
              Savings
      Clause.  If any
      provision of this Agreement, or the application of such provision to any
      person or circumstance, shall be held invalid, the remainder of this
      Agreement, or the application of such provision to persons or
      circumstances other than those as to which it is held invalid, shall not
      be affected
thereby.

            


    

     

    
      	
              3.6  

            	
              Assignment.  This
      Agreement may not be assigned by either party hereto without the written
      consent of the other, but shall be binding upon the successors of the
      parties.

            


    

     

    
      	
              3.7  

            	
              Notices.  All
      notices required or permitted to be given under this Agreement shall be
      given in writing and shall be delivered, either personally or by express
      delivery service, to the party to be notified.  Notice to each
      party shall be deemed to have been duly given upon delivery, personally or
      by courier, addressed to the attention of the officer at the address set
      forth heretofore, or to such other officer or addresses or by such other
      means as either party may designate, upon at least five days written
      notice, to the other
  party.

            


    

     

    
      	
              3.8  

            	
              Entire
      agreement.  This
      Agreement and the attached Exhibit A contain the entire understanding and
      agreement among the parties. There are no other agreements, conditions or
      representations, oral or written, express or implied, with regard thereto.
      This Agreement may be amended only in writing signed by all
      parties.

            


    

     

    
      	
              3.9  

            	
              Waiver.  A delay
      or failure by any party to exercise a right under this Agreement, or a
      partial or single exercise of that right, shall not constitute a waiver of
      that or any other
  right.

            


    

     

    
      	
              3.10  

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      Agreement.  In the event that the document is signed by one
      party and faxed to another the parties agree that a faxed signature shall
      be binding upon the parties to this Agreement as though the signature was
      an
original.

            


    

     

    
      	
              3.11  

            	
              Successors.  The
      provisions of this Agreement shall be binding upon all parties, their
      successors and
  assigns.

            


    

     

    
      	
              3.12  

            	
              Counsel.  The
      parties expressly acknowledge that each has been advised to seek separate
      counsel for advice in this matter and has been given a reasonable
      opportunity to do
  so.

            


    

     

    
      	
              3.13  

            	
              Jurisdiction.  The
      parties hereby attorn to the jurisdiction of the provincial and federal
      courts located in the city of Vancouver, British Columbia for all matters
      arising from this
  Agreement.

            


    

     

    IN WITNESS WHEREOF, the
parties have duly executed and delivered this Agreement as of the date first
written above.

     

    SOUND
REVOLUTION INC.

     

    
      Per:

       

      /s/
Penny Green

      Authorized
Signatory

    

    
 

    


    BACCHUS
ENTERTAINMENT LTD.

     

    /s/
Penny Green

    Per: Penny Green,
CEO and President

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    Sound
Revolution Inc.

    SUBSCRIPTION
AGREEMENT

    (THE
“AGREEMENT”)

    


    The undersigned
subscriber (the “Subscriber”) hereby subscribes for and agrees to purchase
35,000,000 common shares of Sound Revolution Inc. (the “Company”) at US$0.001 per share (the
“Shares”) for aggregate proceeds of US$ 35,000 (the “Funds”), all on the terms
and subject to the conditions set forth in Schedule “A” attached
hereto.

    


    
      	
              EXECUTION
      BY SUBSCRIBER

            
	
               

              _________________________________________ 

              Tax ID or
      social insurance number

            	
              Bacchus Entertainment
      Ltd.                                                                

              Name of
      Subscriber

            
	
               

               

               

               

              /s/ Penny
      Green                                                                   

              Signature of
      Individual Subscriber or Authorized
      Signatory of Subscriber (if
      Subscriber is not
      an individual)

               

               

               

               _________________________________________

              Number and
      type of securities of the Company directly and
      indirectly held by the Subscriber

               

            	
               

              #1820
      925 W. Georgia Street, Vancouver, BC, V6C
      3L2

              Address of
      Subscriber

               

              _________________________________________ 

               

              Penny
      Green   

              Name of
      Contact Person, if Subscriber not an individual

               

              (604) 632
      1700                                                                   

              Telephone
      Number of Subscriber or Contact Person

               

              (604) 632
      1730                                                                 

              Facsimile
      Number of Subscriber or Contact
Person

            


    

     

    Executed
by the Subscriber this 30th day
of April, 2009.

     

    Please
complete the following section if you require the certificate(s) representing
the Shares to appear in the name of an intermediary, such as your broker, or
require the certificate(s) delivered to an address other than that shown
above.

     

    
      	
              REGISTRATION
      INSTRUCTIONS

            	
              DELIVERY
      INSTRUCTIONS

            
	
               

              ________________________________________

              Name to
      appear on certificate(s)

            	
               

              _________________________________________

              Name and
      account reference, if applicable

            
	
               

              ________________________________________

              Account
      reference, if applicable

            	
               

              _________________________________________

              Contact
      Person

            
	
               

              ________________________________________

              Address of
      Intermediary

               

              ________________________________________

               

            	
               

              _________________________________________

              Address for
      Delivery

               

              _________________________________________

               

            


    

     

    ACCEPTED by the
Company this 30th day of April, 2009.

     

    Per: /s/
Penny Green

    Penny Green,
CEO

    


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Schedule
“A”

     

    In consideration of
the covenants and agreements herein, and the payment of one dollar made by each
party to the other, the receipt and sufficiency of which is acknowledged by each
party, the parties agree as follows:

     

    Delivery of Documents and
Funds

     

    The Subscriber
hereby delivers to the Company:

     

    
      	
              1.  

            	
              a completed
      and executed copy of this
Agreement;

            


    

     

    
      	
              2.  

            	
              for all
      Subscribers: a completed and executed Investor Exemptions Questionnaire
      attached as Schedule “B” and in the case of a subscription for the Shares
      by Subscriber acting as trustee or agent for a principal, the Subscriber
      shall provide the Company an Accredited Investor Questionnaire in the form
      set forth in Schedule “B” for each trust,
      beneficial owner and/or principal for which the Subscriber is
      acting as trustee or agent;

            


    

     

    
      	
              3.  

            	
              if the
      Subscriber is a U.S. Person, additionally: a completed and executed
      Accredited Investor Questionnaire attached as Schedule “C” and in the case
      of a subscription for the Shares by Subscriber acting as trustee or agent
      for a principal, the Subscriber shall provide the Company an Accredited
      Investor Questionnaire in the form set forth in Schedule “C” for each
      trust, beneficial owner and/or
      principal for which the Subscriber is acting as trustee or agent;
      and

            


    

     

    
      	
              4.  

            	
              a certified
      check or bank draft for the Funds made payable to “Sound Revolution
      Inc.”

            


    

     

    Closing

     

    The closing of the
transactions contemplated by this Agreement (the “Closing”) will take place as
subscriptions are received by the Company.  

     

    At Closing, the
Company will deliver to the Subscriber the certificates representing the Shares
and an agreement representing the Warrants purchased by the Subscriber
registered in the name of the Subscriber or as directed on the cover page of
this Agreement.

     

    Subscriber’s
Representations, Warranties, Covenants, Acknowledgements and
Agreements

     

    
      	
              1.  

            	
              The
      Subscriber represents and warrants to the Company, and acknowledges that
      the Company is relying on these representations and warranties to, among
      other things, ensure that it is complying with all of the applicable
      securities legislation, that:

            


    

     

    
      	
              (a)  

            	
              the
      Subscriber is purchasing as principal and is either
      :  

            


    

     

    
      	
              (i)  

            	
              not a U.S.
      person and is not acquiring the Shares for the account or benefit of any
      U.S. person; OR

            


    

     

    
      	
              (ii)  

            	
              a U.S. person
      who is purchasing the Shares in a transaction that does not require
      registration under the U.S. Securities
Act.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              if the
      Subscriber is a resident of an “International Jurisdiction” (which means a
      jurisdiction other than British Columbia),
then:

            


    

     

    
      	
              (i)  

            	
              the
      Subscriber is knowledgeable of, or has been independently advised as to,
      the applicable securities legislation of the International Jurisdiction
      which would apply to this subscription, if there are
  any;

            


    

     

    
      	
              (ii)  

            	
              the
      Subscriber is purchasing the Shares pursuant to exemptions under the
      securities legislation of that International Jurisdiction or, if such is
      not applicable, the Subscriber is permitted to purchase the Shares under
      the applicable securities legislation of the International Jurisdiction
      without the need to rely on exemptions;
and

            


    

     

    
      	
              (iii)  

            	
              the
      applicable securities legislation does not require the Company 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

            


    

     

    
      	
              (c)  

            	
              if the
      Subscriber is a U.S. Person (as defined under Regulation S promulgated
      under the United States Securities Act of 1933, as amended (the “U.S.
      Securities Act”), which definition includes an individual resident in the
      United States and an estate or trust of which any executor or
      administrator or trustee, respectively, is a U.S. Person),
      then:

            


    

     

    
      	
              (i)  

            	
              the
      Subscriber understands that the Shares have not been and will not be
      registered under the U.S. Securities Act or any applicable state
      securities laws, and that the sale contemplated hereby is being made in
      reliance on an exemption from registration pursuant to Section 4(6) of the
      U.S. Securities Act to accredited investors (as that term is defined in
      Rule 501(a) of Regulation D under the U.S. Securities Act, (an “Accredited
      Investor”)); AND

            


    

     

    
      	
              (ii)  

            	
              the
      Subscriber agrees that if it decides to offer, sell or otherwise transfer
      any of the Shares, it will not offer, sell or otherwise transfer any of
      such Shares directly or indirectly,
unless:

            


    

     

    
      	
              (A)  

            	
              the Company’s
      securities are publicly traded on a national securities exchange, the
      Nasdaq Stock Market or the OTC Bulletin Board;
  or

            


    

     

    
      	
              (B)  

            	
              the Company
      consents, in its sole discretion, in writing to such transfer and the
      transfer is made outside the United States in a transaction meeting the
      requirements of Rule 904 of Regulation S under the U.S. Securities Act
      (“Regulation S”) (or such successor rule or regulation then in effect), if
      applicable, and in compliance with
      applicable state securities laws and it has prior to such sale furnished
      to the Company an opinion of counsel, in a form reasonably satisfactory to
      the Company regarding compliance with Rule 904 and any applicable
      state securities laws; or the transfer is made pursuant to an exemption
      from the registration requirements under the U.S. Securities Act provided
      by Rule 144A or 144 thereunder, if available, and in accordance with any
      applicable state securities laws and it has
      prior to such sale furnished to the Company an opinion of counsel, in a
      form reasonably satisfactory to the Company regarding compliance with Rule
      144A or 144, as applicable, and any applicable state securities laws;
      AND

            


    

     

    
      	
              (iii)  

            	
              the
      Subscriber understands and acknowledges that upon the issuance thereof,
      and until such time as the same is no longer required under applicable
      requirements of the U.S. Securities Act or applicable state securities
      laws, the certificates representing the Shares shall bear, the following
      legends:

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    If
the Subscriber is a Canadian resident:

     

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

     

    NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”

     

    and

     

    “UNLESS PERMITTED
UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (i)
THE PURCHASE OF THESE SECURITIES AND (ii) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.”

     

    If the Subscriber
is a U.S. resident:

     

    “NONE OF THE
SECURITIES REPRESENTED HEREBY 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, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”

     

    and if the Shares are
being sold outside of the United States in accordance with Rule 904 of
Regulation S, the legend Regulations S legend may be removed by providing a
declaration to the Company’s registrar and transfer agent in such form as the
Company may prescribe, including an opinion of counsel that such sale complies
with the requirements of the U.S. Securities Act;

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              the
      Subscriber acknowledges that:

            


    

     

    
      	
              (i)  

            	
              no securities
      commission or similar regulatory authority has reviewed or passed on the
      merits of the Shares;

            


    

     

    
      	
              (ii)  

            	
              there is no
      government or other insurance covering the Shares;

            


    

     

    
      	
              (iii)  

            	
              there are
      risks associated with the purchase of the Shares;

            


    

     

    
      	
              (iv)  

            	
              there are
      restrictions on the Subscriber’s ability to resell the Shares and it is the responsibility of the
      Subscriber to find out what those restrictions are and to comply with them
      before selling the Shares;

            


    

     

    
      	
              (v)  

            	
              the
      Subscriber is restricted from using certain of the civil remedies
      available under the applicable securities legislation;

            


    

     

    
      	
              (vi)  

            	
              the
      Subscriber may not receive information that might otherwise be required to
      be provided to the Subscriber under the applicable securities legislation
      if the exemptions were not being used;

            


    

     

    
      	
              (vii)  

            	
              the Company
      is relieved from certain obligations that would otherwise apply under the
      applicable securities legislation if the exemptions were not being used;
      and

            


    

     

    
      	
              (viii)  

            	
              the Company
      is relying  on exemptions in applicable securities laws from the
      requirements to provide the Subscriber with a prospectus and to sell the
      Shares through a person registered to sell securities and the Subscriber
      understands that the exemptions release the Company from the requirements
      to provide the Subscriber with a prospectus and to sell Stock through a person registered to sell
      securities under the Securities Act (British
      Columbia) and, as a consequence of acquiring Stock pursuant to those
      exemptions, certain protections, rights and remedies provided by the Securities Act (British
      Columbia), including statutory rights of rescission or damages, will not
      be available to the Subscriber;

            


    

     

    
      	
              (e)  

            	
              the Subscriber is subscribing for the Shares as
      principal for its own account and not for the benefit of any
      other person (within the meaning of applicable securities laws) and not
      with a view to resale or distribution of all or any of the Shares or, if
      it is not subscribing as principal, it acknowledges that the Company may
      be required by law to disclose to certain regulatory authorities the
      identity of each beneficial Subscriber for the Shares for whom it is
      acting;

            


    

     

    
      	
              (f)   

            	
              the Shares are subject to a number of resale
      restrictions, including a restriction on trading.  Until the
      restriction on trading expires, the Subscriber will not be able to trade
      the Shares unless the Shares are registered or the Subscriber complies
      with an exemption from the prospectus
  requirements;

            


    

     

    
      	
              (g)  
      

            	
              the offer and
      sale of these Shares was not accomplished by an advertisement or other
      general solicitation (and the Subscriber has not attended any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertisement) and the Subscriber was not induced to purchase the
      Shares as a result of any advertisement or general solicitation made by
      the Company; and

            


    

     

    
      	
              (h)  
      

            	
              if the
      Subscriber is a corporation, the Subscriber is a valid and subsisting
      corporation and was not organized for the purpose of acquiring the Shares,
      has the necessary corporate capacity and authority to execute and deliver
      this Agreement and to observe and perform its covenants and obligations
      hereunder and has taken all necessary corporate action in respect thereof,
      or, if the Subscriber is an individual, a partnership, syndicate, trust or
      other form of unincorporated organization, the Subscriber has the
      necessary legal capacity and authority to execute and deliver this
      Agreement and to observe and perform its covenants and obligations
      hereunder and has obtained all necessary approvals in respect thereof,
      and, in either case, upon the Company executing and delivering this
      Agreement, this Agreement will constitute a legal, valid and binding
      contract of the Subscriber enforceable against the Subscriber in
      accordance with its terms and neither the agreement resulting from such
      acceptance nor the completion of the transactions contemplated hereby
      conflicts with, or will conflict with, or results, or will result, in a
      breach or violation of any law applicable to the Subscriber, any
      constating documents of the Subscriber or any agreement to which the
      Subscriber is a party or by which the Subscriber is bound;
    and

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
      	
              2.  

            	
              this
      subscription is given for valuable consideration and may not be withdrawn
      or revoked by the Subscriber;

            


    

     

    
      	
              3.  

            	
              the Company
      may for any reason, at any time before acceptance of this Agreement,
      terminate the offering of Shares and, upon termination, the Company will
      return the Funds to the Subscriber without interest or
      deduction;

            


    

     

    
      	
              4.  

            	
              the Shares
      will be subject to the following resale or transfer
      restrictions:

            


    

     

    
      	
              (a)  

            	
              the Shares
      will be subject to resale restrictions under applicable securities
      legislation including resale restrictions under the Securities Act (British
      Columbia) which include a hold period of at least four
    months;

            


    

     

    
      	
              (b)  

            	
              the
      Subscriber will not be able to resell, assign or otherwise dispose of the
      Shares unless they are subsequently distributed under a prospectus,
      registration statement or in compliance with all applicable resale
      restrictions;

            


    

     

    
      	
              (c)  

            	
              the Company
      may be required to legend the certificates representing the Shares
      regarding these and any other restrictions on resale;
  and

            


    

     

    
      	
              (d)  

            	
              while the
      Company has agreed use its commercially reasonably efforts to include the
      Shares in a registration statement covering the resale of same pursuant to
      “piggy-back” registration rights, the Company is under no obligation to
      file a registration statement, or register the resale of the Shares under
      a prospectus or registration statement, or assist the Subscriber in
      complying with any exemption from the prospectus or registration statement
      requirements or resale restrictions set out under applicable securities
      legislation; provided, however, that in connection with any underwritten
      public offering by the Company, during the period of duration (not to
      exceed 180 days) specified by the Company and an underwriter of common
      stock of the Company following the effective date of a registration
      statement of the Company with respect to such offering, the Subscriber
      will not, to the extent requested by the Company and such underwriter,
      directly or indirectly sell, offer to sell, contract to sell (including,
      without limitation, any short sale), grant any option to purchase, pledge,
      or otherwise transfer or dispose of (other than to donees who agree to be
      similarly bound) any of the Shares of the Company held by the Subscriber
      at any time during such period except common stock included in such
      registration.  If requested by such underwriter, the Subscriber
      agrees to execute a lock-up agreement in such form as the underwriter may
      reasonably propose.

            


    

     

    
      	
              5.  

            	
              the
      Subscriber will not resell, assign or otherwise dispose of the Shares
      other than in accordance with all applicable securities legislation and
      the requirements of any exchange or over-the-counter market upon which any
      securities of the Company are then
listed;

            


    

     

    
      	
              6.  

            	
              the
      Subscriber’s investment in the Shares is speculative and involves a high
      degree of risk, substantial financing for the Company may be required in
      the future, and there is no assurance that any such additional financing
      can be obtained;

            


    

     

    
      	
              7.  

            	
              the
      Subscriber is able to bear the economic risks of an investment in the
      Shares, including, without limiting the generality of the foregoing, the
      risk of losing part or all of the Funds, and the inability to sell,
      convert, exchange or transfer the Shares at a price which would enable the
      Subscriber to recoup his, her or its investment in the
    Shares;

            


    

     

    
      	
              8.  

            	
              other than any persons to whom the Company has
      agreed to pay a brokerage or finder’s fee, there is no person acting or
      purporting to act in connection with the transactions contemplated herein
      who is entitled to any brokerage or finder’s fee.  If any person
      establishes a claim that any fee or other compensation is payable in
      connection with this subscription for the Shares, the Subscriber covenants
      to indemnify and hold harmless the Company with respect thereto and with
      respect to all costs reasonably incurred in the defence
      thereof;

            


    

     

    
      	
              9.  

            	
              the Subscriber, and each beneficial person for
      whom it is contracting hereunder, have been advised to consult their own
      legal advisors with respect to trading in the Shares and with respect to
      the resale restrictions imposed by the securities laws of the state in
      which the Subscriber resides, the U.S. Securities Act and the rules and
      regulations thereunder, and any other applicable securities laws, and
      acknowledges that no representation has been made respecting the
      applicable hold periods or other resale restrictions applicable to such
      securities which restrict the ability of the Subscriber (or others for
      whom it is contracting hereunder) to resell such securities, that the
      Subscriber (or others for whom it is contracting hereunder) is solely
      responsible to find out what these restrictions are and the Subscriber is
      solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions and the Subscriber is aware
      that it (or beneficial persons for whom it is contracting hereunder) may
      not be able to resell such securities except in accordance with limited
      exemptions under the securities laws (including the U.S. Securities Act)
      and other applicable securities
laws;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              10.  

            	
              the
      Subscriber will execute, deliver, file and otherwise assist the Company in
      filing, any report, undertaking or document with respect to the purchase,
      sale, conversion or exchange of the Shares as required by counsel for the
      Company;

            


    

     

    
      	
              11.  

            	
              the
      Subscriber hereby authorizes the Company to correct any minor errors in,
      or complete any minor information missing from, any document which has
      been executed by the Subscriber and delivered to the Company with respect
      to this Subscription;

            


    

     

    
      	
              12.  

            	
              if, for any
      reason, the offering of Shares is terminated or the Subscriber’s
      subscription is rejected, the Subscriber will have no claims against the
      Company, its directors and officers, shareholders, agents, advisors, and
      affiliates and shall have no interest in the Company or in any property or
      assets of the Company;

            


    

     

    
      	
              13.  

            	
              Subscriber acknowledges that there are risks
      associated with the purchase of and investment in the Shares and the
      Subscriber, and each beneficial person for whom it is contracting
      hereunder, is knowledgeable, sophisticated and experienced in business and
      financial matters and is capable of evaluating the merits and risks of an
      investment in the Shares, fully understands the restrictions on resale of
      the Shares and is able to bear the economic risk of an investment in the
      Shares;

            


    

     

    
      	
              14.  

            	
              the
      Subscriber is familiar with the aims and objectives of the Company and the
      proposed use of the proceeds received by the Company from the sale of the
      Shares and is aware of the risk and
      other characteristics of an investment in the
  Shares;

            


    

     

    
      	
              15.  

            	
              in evaluating
      the merits and risks of an investment in the Shares, the Subscriber has
      relied solely upon the advice of his, her or its legal, tax and investment
      advisors and not any oral or written statement made by, or on behalf of,
      the Company or its advisors;

            


    

     

    
      	
              16.  

            	
              THE
      SUBSCRIBER IS RESPONSIBLE FOR OBTAINING HIS, HER OR ITS OWN LEGAL,
      INVESTMENT AND TAX ADVICE;

            


    

     

    
      	
              17.  

            	
              the Company
      may pay a commission or fee in respect of the sale of the
      Shares;

            


    

     

    
      	
              18.  

            	
              the
      Subscriber and each beneficial person for whom it is acting is a resident
      in the jurisdiction set out on the face page of this
      Agreement.  Such address was not created and is not used solely
      for the purpose of acquiring the Shares and the Subscriber and any beneficial
      person was solicited to purchase in such jurisdiction and is acquiring the
      Shares for its own account or
      for the account of another Accredited Investor (as defined in Rule 501(a) of Regulation D under
      the U.S. Securities Act) over which the Subscriber exercises sole
      investment discretion, and as to which the Subscriber has the authority to
      make the statements set forth in this Agreement, in each case not with a
      view to, or for offer or sale in connection with, any resale, distribution
      or other disposition of the Shares in any transaction that would be in
      violation of the U.S. Securities Act or applicable state securities laws;
      and

            


    

     

    
      	
              19.  

            	
              The
      Subscriber, if an individual, is at least 18 years of age.  If
      Subscriber is an association or entity, each individual member of the
      association or entity is at least 18 years of age.  If
      Subscriber is acquiring the Shares for the account of another person, such
      person, if an individual is at least 18 years of age, or if such person is
      an association or entity, each individual member of the association or
      entity is over 18 years of age.

            


    

     

    Reliance Upon
Representations, Warranties, Covenants, Acknowledgements and
Agreements

     

    The Subscriber
acknowledges that the representations, warranties, covenants, acknowledgements
and agreements contained in this Agreement are made with the intent that they
may be relied upon by the Company, and the Subscriber hereby agrees to indemnify
the Company, its officers, directors, employees
and agents against all losses, claims, costs, expenses and damages or
liabilities which they may suffer or incur
caused or arising from their reliance
thereon.  The Subscriber covenants that the foregoing representations,
warranties, covenants, acknowledgements and agreements will be true at the time of execution of this Agreement and at
the date of issuance of the Shares and agrees that they shall survive the
purchase by the Subscriber of the Shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Representations and
Warranties of the Company

     

    The Company
represents and warrants that:

     

    
      	
              (a)  

            	
              the Company
      is a valid and subsisting corporation duly incorporated and in good
      standing under the laws of the jurisdiction in which it is
      incorporated;

            


    

     

    
      	
              (b)  

            	
              the Company
      is duly registered and licensed to carry on business in the jurisdictions
      in which it carries on business or owns property where required under the
      laws of those jurisdictions;

            


    

     

    
      	
              (c)  

            	
              the issued
      capital of the Company consists of 258,444 shares of common stock and no
      shares of preferred stock, and the outstanding shares of the Company are
      fully paid and non-assessable;

            


    

     

    
      	
              (d)  

            	
              the Company
      will reserve or set aside sufficient shares in its treasury to issue the
      Shares and any shares of common stock resulting from exercising the
      Warrants;

            


    

     

    
      	
              (e)  

            	
              the issue and
      sale of the Shares by the Company does not and will not conflict with, and
      does not and will not result in a breach of, any of the terms of the
      Company’s incorporating documents or any agreement or instrument to which
      the Company is a party; and

            


    

     

    
      	
              (f)  

            	
              this
      Agreement has been or will be by the Closing, duly authorized by all
      necessary corporate action on the part of the Company, and the Company has
      full corporate power and authority to undertake the
    offering.

            


    

     

    
      	
              3  

            	
              Indemnity

            


    

     

    The Subscriber
agrees to indemnify and hold harmless the Company and its directors, officers,
employees, agents, advisers 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 litigation, administrative
proceeding or investigation commenced or threatened or any claim whatsoever
arising out of or based upon any representation or warranty of the Subscriber
contained herein 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 herein or in any document furnished by the Subscriber to the Company
in connection herewith.

     

    Offering

     

    This offering of
securities forms part of a larger offering of similar securities being made by
the Company.  The offering is not subject to any minimum subscription
level and the Subscriber acknowledges that he, she or it may be the only
subscriber to the offering.

     

    Costs

     

    The Subscriber
acknowledges and agrees that all costs and expenses incurred by the Subscriber,
including any fees and disbursements of any advisor retained by the Subscriber
relating to the purchase of the Shares, shall be borne by the
Subscriber.

     

    Governing
Law

     

    This Agreement is
governed by the laws of the Province of British Columbia.  The
Subscriber, in his, her or its personal or corporate capacity and, if
applicable, on behalf of each beneficial subscriber for whom he, she or it is
acting, irrevocably attorns to the jurisdiction of the courts of the Province of
British Columbia.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Survival

     

    The
representations, warranties, covenants, acknowledgements and agreements
contained in this Agreement shall survive the Closing and will continue in full
force and effect and be binding upon the Subscriber notwithstanding any
subsequent disposition by the Subscriber of the Shares.

     

    Enurement

     

    This Agreement will
enure to the benefit of and be binding upon the Subscriber and the Company and
their respective heirs, administrators, representatives, successors and
permitted assigns.

     

    Assignment

     

    This Agreement is
not transferable or assignable.

     

    Counterparts

     

    This Agreement may
be executed in as many counterparts as may be necessary and by facsimile, each
of such counterparts so executed will be deemed to be an original and such
counterparts together will constitute one and the same instrument.

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
        Schedule
“B”

    

    
      INVESTOR
EXEMPTIONS QUESTIONNAIRE

    

     

    The purpose of this
Questionnaire is to assure the Company that the Subscriber will meet certain
requirements for the registration and prospectus exemptions provided for under
National Instrument 45-106 (“NI 45-106”) in respect to the issuance of the
Shares pursuant to the Agreement.  The Company will rely on the
information contained in this Questionnaire for the purposes of such
determination.

    


    The undersigned
Subscriber covenants, represents and warrants to the Company that:

    
      	
               
      

            	
              1.

            	
              they are
      (check one or more of the following
boxes):

            


    

    


    
      	
              (a)

            	 	
              a director,
      executive officer, employee or control person of the Company or an
      affiliate of the Company

            	o
	
              (b)

            	 	
              a spouse,
      parent, grandparent, brother, sister or child of a director, executive
      officer or control person of the Company or an affiliate of the
      Company

            	o
	
              (c)

            	 	
              a parent,
      grandparent, brother, sister or child of the spouse of a director,
      executive officer or control person of the Company or an affiliate of the
      Company

            	o
	
              (d)

            	 	
              a close
      personal friend of a director, executive officer or control person of the
      Company or an affiliate of the Company

            	o 
	
              (e)

            	 	
              a close
      business associate of a director, executive officer or control person of
      the Company or an affiliate of the Company

            	o 
	
              (f)

            	 	
              a founder of
      the Company or a spouse, parent, grandparent, brother, sister, child,
      close personal friend or close business associate of a founder of the
      Company

            	o
	
              (g)

            	 	
              a parent,
      grandparent, brother, sister or child of the spouse of a founder of the
      Company

            	o
	
              (h)

            	 	
              a company,
      partnership or other entity which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons or
      companies as described in paragraphs (a) to (g) above

            	
              x

            
	
              (i)

            	 	
              purchasing
      the Shares as principal with an aggregate value of more than
      CDN$150,000

            	o
	
              (j)

            	 	
              an accredited
      investor

            	o


    

    


    
      	
               
      

            	
              2.

            	
              if the
      Subscriber has checked one or more of boxes b, c, d, e, f, g or h in
      section 1 above, the director(s), executive officer(s), control person(s)
      or founder(s) of the Company with whom the Subscriber has the relationship
      is:

            


    

    
      	 
    
	 
    
	 
    


    

    (Instructions
to Subscriber:  fill in the name of each director, executive officer,
founder and control person which you have the above-mentioned relationship
with.  If you have checked box h, also indicate which of a to g
describes the securityholders or directors which qualify you as box h and
provide the names of those individuals.  Please attach a separate page
if necessary).

    


    
      	
               
      

            	
              3.

            	
              If the
      Subscriber has ticked box j in section 1 above, the Subscriber
      acknowledges and agrees that the Company shall not consider the
      Subscriber’s request for the Shares for acceptance unless the undersigned
      provides to the Company:

            


    

     

              (i)  the information
required in sections 4 and 5; and

              (ii) such other
supporting documentation that the Company or its legal counsel may request to
establish the Subscriber’s qualification as an Accredited Investor;

    


    
      	
               
      

            	
              4.

            	
              the
      Subscriber has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of the
      Transaction and the Subscriber is able to bear the economic risk of loss
      arising from such Transaction;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              5.

            	
              the
      Subscriber satisfies one or more of the categories of “accredited
      investor” (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):

            


    

    


    
      	
              o

            	 	
              an individual
      who, either alone or with a spouse, beneficially owns, directly or
      indirectly, financial assets (as defined in NI 45-106) having an aggregate
      realizable value that, before taxes, but net of any related liabilities,
      exceeds CDN$1,000,000;

            


    

    


    
      	
              o

            	 	
              an individual
      whose net income before taxes exceeded CDN$200,000 in each of the two most
      recent calendar years or whose net income before taxes combined with that
      of a spouse exceeded CDN$300,000 in each of those years and who, in either
      case, reasonably expects to exceed that net income level in the current
      calendar year;

            


    

    


    
      	
              o

            	 	
              an individual
      who, either alone or with a spouse, has net assets of at least
      CDN$5,000,000;

            


    

    


    
      	
              o

            	 	
              an entity,
      other than an individual or investment fund, that has net assets of at
      least CDN$5,000,000 as shown on its most recently prepared financial
      statements;

            


    

    


    
      	
              o

            	 	
              an entity
      registered under the securities legislation of a jurisdiction of Canada as
      an advisor or dealer, other than a person registered solely as a limited
      market dealer under one or both of the Securities Act (B.C.)
      or any entity organized in a foreign jurisdiction that is analogous to any
      such person or entity; or

            


    

    


    
      	
              o

            	 	
              an entity in
      respect of which all of the owners of interests, direct, indirect or
      beneficial, except the voting securities required by law to be owned by
      directors, are persons or companies that are accredited
      investors.

            


    

    


    The Subscriber
acknowledges and agrees that the Subscriber may be required by the Company to
provide such additional documentation as may be reasonably required by the
Company and its legal counsel in determining the Subscriber’s eligibility to
acquire the Shares under relevant securities legislation.

    


    IN WITNESS WHEREOF,
the undersigned has executed this Investor Exemptions Questionnaire

     

    


     

    /s/
Penny
Green                                                                           Date:
April 30, 2009

    Signature

    


    Penny
Green

    Print
Name

     

    President

    Title (if
applicable)

     

    13