ex10-2.htm


    These
securities have not been registered under the Securities Act of 1933 (the
"Securities Act") and may not be offered or sold in the United States or to U.S.
persons (other than distributors) unless the securities are registered under the
Securities Act, or an exemption from the registration requirements of the
Securities Act is available. Hedging transactions involving these securities may
not be conducted unless in compliance with the Securities Act.

    


    CONVERTIBLE
NOTE

    


    US
$120,000

    


    


    For Value Received,
Sound Revolution Inc. a Delaware company (the “Company”), under the terms of
this Convertible Note (the “Note”) hereby unconditionally
promises to pay to the order of Bacchus Entertainment Ltd, of Suite 1820, 925 W.
Georgia Street, Vancouver, BC, V6C 3L2 (the “Investor”), by wire transfer
to such account as Investor shall provide notice of to Company or by check,
in lawful money of the United States of America and in immediately
available funds, the principal amount borrowed and outstanding hereunder
(the "Commitment") and
such interest as will have accrued and been outstanding, both payable in
the manner set forth below. The Company may repay any amounts
borrowed hereunder without penalty or premium from the date of the
execution of the Agreement to a period of seven (7) months after the execution
of this Note (the "Drawdown
Period").

    


    1.   Repayment. Interest shall not
accrue during the Drawdown Period.  The outstanding principal shall be
payable immediately and in full seven (7) months after the execution of this
Note (the "Maturity Date").  Interest,
calculated at 20% per annum, shall accrue monthly only if the Commitment is not
repaid by the Maturity Date.  At any time, at the
Investor's option, the Investor may choose to have all or any part of
the outstanding principal and accrued interest repaid in shares of common
stock of the Company at a conversion rate of US $0.10 per share.

    


    In
the event that Investor chooses to convert outstanding principal and accrued
interest into common stock of the Company, the Investor shall give written
notice to the Company of such anticipated conversion no less than five (5)
business days prior to the date of conversion.

    


    2.   Interest. Simple interest
shall accrue monthly on the outstanding principal amount hereof from the
Maturity Date until payment in full is received by Investor, which interest
shall be equal to 20% per annum.

    


    3.   Default. Company's failure to
pay timely any of the principal amounts due under this Note or any accrued
interest or other amounts due under this Note pursuant to the terms hereof shall
constitute a default of the Company’s obligations under this Note.

    


    4.   Waiver. Except as provided for
herein, Company waives presentment, notice of dishonor, protest or notice
of protest and nonpayment, notice of costs, expenses or losses and interest
thereon and diligence in taking any action to collect any sums owing under
this Note or in any proceeding against any of the rights or interests in or
to the properties or assets securing payment of this Note.

    


    5.   Successors. The provisions of
this Note shall inure to the benefit of and be binding on any successor or
Investor. This Note cannot be assigned by any party hereto.

    


    6.   Legal Interest Rate.
Notwithstanding anything herein to the contrary, in no event shall Company be
obligated to pay interest in excess of the legal limit. In the event such
interest is determined to have been paid, such excess shall be deemed to have
been paid on the principal balance outstanding on this Note.

     

    7.  Representations. The
Investor acknowledges, represents and warrants as of the date of this Note
that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      7.1  The Investor is
(check at least one):

       

    

    
      	
                 
       ̈

            	
              a director,
      officer, controlling shareholder or founder of the
  Company;

            
	
                
        ̈

            	
              a close
      personal friend or close business associate of a director, executive
      officer, controlling shareholder or founder of the
  Company;

            
	
                
        ̈

            	
              a spouse,
      parent, grandparent, brother, sister or child of a director, executive
      officer, founder or controlling shareholder of the
  Company;

            
	
                 
       ̈

            	
              a parent,
      grandparent, brother, sister, or child of a spouse of a director,
      executive officer, founder or controlling shareholder of the
      Company;

            
	
                 
       ̈

            	
              Is an
      individual who qualifies as an accredited investor because he or she has
      either:

              · net assets of
      at least $5,000,000;

              · annual income
      of more than $200,000 (or $300,000 with spouse) in each of the last 2
      years and expects to make more than $200,000 (or $300,000 with spouse)
      this year; or

              · alone, or
      with a spouse, net financial assets worth more than
      $1,000,000;

            
	
                 
       ̈

            	
              a person or
      entity that qualifies as an "accredited investor" as that term is defined
      in National Instrument 45-106;

            


    

    


     

    7.2  The
securities purchased hereby are not qualified for resale in the
US.  The Investor agrees to resell such securities only in accordance
with the provisions of Regulation S of the US Securities Act of 1933, as amended
(the “US Securities Act”) pursuant to registration under the US Securities Act,
or pursuant to an available exemption from registration, and agrees not to
engage in hedging transactions with regard to such securities unless in
compliance with the US Securities Act.

     

    7.3  The
Investor certifies that:

     

    
      	
              (a)  

            	
              the Purchaser
      is not a US person and is not acquiring the securities for the account or
      benefit of any US person; or

            


    

     

    
      	
              (b)  

            	
              the Purchaser
      is a US person who purchased securities in a transaction that did not
      require registration under the US Securities
  Act.

            


    

     

    8.  Decrease in
Principal.  If the Company incurs in excess of US $10,000 for
legal services relating to a merger between the Company and On4 Communications,
Inc. an Arizona corporation, the principal outstanding under the Note shall be
decreased to $100,000.

    


    


    


    Sound
Revolution Inc.

    


    Per: /s/
Penny
Green                                                                                                            Date:
April 30, 2009

    Name:  Penny
Green

    


    Title: President
and Chief Executive Officer

    


    


    


    Bacchus
Entertainment Ltd.

    


    


    


    Per: /s/
Penny
Green                                                                                                            Date:
April 30, 2009

    Name: Penny
Green

    


    Title: President
and Chief Executive Officer