Exhibit 10.6 THIS SUBSCRIPTION AGREEMENT RELATES TO
AN OFFERING OF A CONVERTIBLE NOTE (THE “NOTE”) 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”). THE NOTE TO WHICH THIS SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION
AGREEMENT”) RELATES HAS NOT BEEN REGISTERED UNDER THE  1933 ACT,OR
ANY U.S. STATE SECURITIES LAWS,AND, UNLESS SO
REGISTERED, IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO A U.S. PERSON 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 ACTAND
IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE NOTE 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. SUBSCRIPTION AGREEMENT (Offshore Subscribers)  TO:Toron Inc.
(the “Company”)a company with offices at 1000 de La
Gauchetiere Street West – 24th Floor, Montreal, Quebec Purchase of Convertible Note 1.Subscription and Use of Proceeds 1.1On the basis of the representations and
warranties and subject to the terms and conditions set forth herein,XXXXXXX(the“Subscriber”) hereby irrevocably subscribes for and agrees to purchase
one convertible note (the“Note”) from the Company for an aggregate
purchase price of $XXXX.XX (the“Subscription Proceeds”), substantially
in the form attached to this Subscription Agreement as Exhibit “A” (the
subscription and agreement to purchase being the“Subscription”). 1.2On the basis of the representations and
warranties and subject to the terms and conditions set forth herein, the
Company hereby irrevocably agrees to sell the Note to the Subscriber. 1.3Subject to the terms hereof, the Subscription
will be effective upon its acceptance by the Company. 1.4Unless otherwise provided, all dollar amounts
referred to in this Subscription Agreement are in lawful money of the United
States of America. 2.Payment 2.1The Subscription Proceeds pertaining to the purchase
of the Note shall be paid on or before the Closing Date (as defined in Section
4.1, below) by cheque or wire transfer to the Company.


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3.Documents Required from Subscriber 3.1The Subscriber must: (a)           complete,
sign and return to the Company an executed copy of this Subscription                                                                               Agreement
prior to the Closing Date; and, (b)           complete,
sign and return to the Company as soon as possible, on request by the Company,
any documents, questionnaires, notices and undertakings as may be required by
regulatory authorities and applicable law (collectively the “Transaction Documents.”) 4.Closing 4.1There shall be no formal closing ceremony with
respect to the transactions contemplated by this Agreement. Instead, the
parties shall execute and exchange the Transaction Documents by facsimile and
email and the closing of the transactions contemplated by this Agreement shall
be deemed to have occurred (the "Closing") on the date (the
"Closing Date") that the Company receives theSubscription Proceedsin full. There may be
multiple Closings 5.Acknowledgements of Subscriber 5.1The Subscriber acknowledges and agrees that: (a)Neither the Note nor the shares of common stock
(“Shares”) that may be issued upon a conversion of the Note (the Note
and the Shares may be hereinafter referred to collectively as the “Securities”)
have been or will be registered under the 1933 Act, or under any state
securities or “blue sky” laws of any state of the United States, and, unless so
registered, none of them may be offered or sold in the United States or,
directly or indirectly, to a U.S. Person, 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 in
accordance with applicable state securities laws; (b)the Company has not undertaken to, and will have
no obligation to, register the Securities, or any of them, under the 1933 Act; (c)it has received and carefully read this
Subscription Agreement; (d)the decision to execute this Subscription
Agreement and acquire the Note hereunder 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 information (the
adequacy of which is hereby acknowledged) about the Company that is available
to any member of the public on the EDGAR database maintained by the U.S.
Securities and Exchange Commission (the “SEC”) at www.sec.gov; (e)there are risks associated with an investment in
the Company including, by way of example and not in limitation, the specific
risks identified in the Company’s most recent periodic reports filed with the
SEC and available for viewing at the SEC’s website at www.SEC.gov; (f)it and its advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company in
connection with the sale of the Note hereunder, and to obtain additional
information, to the extent possessed or obtainable by the Company without
unreasonable effort or expense;


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(g)all information which the Subscriber has
provided to the Company is correct and complete as of the date the Subscription
Agreement is signed, and if there should be any change in such information
prior to this Subscription Agreement being executed by the Company, the
Subscriber will immediately provide the Company with such information; (h)the Company is entitled to rely on the
representations and warranties of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold the Company harmless from any loss or
damage it may suffer as a result of the Subscriber’s failure to correctly
complete this Subscription Agreement; (i)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; (j)none of the Securities are listed on any stock
exchange or automated dealer quotation system and no representation has been
made to the Subscriber that any of the Securities will become listed on any
stock exchange or automated dealer quotation system, except that currently
certain market makers make market in the Shares of the Company on the OTC
Bulletin Board operated by the Financial Industry Regulatory Authority
(“FINRA”); (k)none of the Securities may be offered or sold by
the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of
a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period (as defined herein); (l)the Subscriber is not acquiring the Note as a
result of, and will not itself engage in, any “directed selling efforts” (as
that term is defined in Regulation S under the 1933 Act) in the United States
in respect 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 Subscriber may sell or otherwise
dispose of the Securities pursuant to registration thereof under the 1933 Act
and any applicable state securities laws or under an exemption from such
registration requirements; (m)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 each case in accordance with applicable state securities laws; (n)neither the SEC nor any other securities
commission or similar regulatory authority has reviewed or passed on the merits
of the Securities; (o)no documents in connection with the sale of the
Note hereunder have been reviewed by the SEC or any state securities
administrators; (p)there is no government or other insurance
covering any of the Securities; (q)the issuance and sale of the Securities to the
Subscriber will not be completed if it would be unlawful or if, in the
discretion of the Company acting reasonably, it is not in the best interests of
the Company;


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(r)the Subscriber is purchasing the Securities
pursuant to an exemption from the registration and the prospectus requirements
of applicable securities legislation on the basis that the Subscriber is not a
resident of either the United States or Canada and, as a consequence: (i)is restricted from using most of the civil
remedies available under securities legislation, (ii)may not receive information that would otherwise
be required to be provided under securities legislation, and (iii)the Company is relieved from certain obligations
that would otherwise apply under securities legislation; and (s)the statutory and regulatory basis for the
exemption from U.S. registration requirements claimed for the offer of the
Note, 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 or any applicable state securities laws; . 6.Representations, Warranties and Covenants of the
Subscriber 6.1The Subscriber hereby represents and warrants to
and covenants with the Company (which representations, warranties and covenants
shall survive the Closing), and acknowledges that the Company is relying
thereon, that: (a)the Subscriber is not a U.S. Person as that term
is defined in Regulation S; (b)the Subscriber is not acquiring the Note for the
account or benefit of, directly or indirectly, any U.S. Person as that term is
defined in Regulation S; (c)the Subscriber is resident in the jurisdiction set out
under the heading “Name and Address of Subscriber” on the signature page of
this Subscription Agreement andthe sale of the
Securities to the Subscriber as contemplated in this Subscription Agreement
complies with or is exempt from the applicable securities legislation of the
jurisdiction of residence of the Subscriber; (d)the Subscriber 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 Subscriber 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 Subscriber; (e)if the Subscriber is a corporation or other entity, the entering into of
this Subscription Agreement and the transactions contemplated hereby do not and
will not result in the violation of any of the terms and provisions of any law
applicable to, or the constating documents of, the Subscriber or of 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 Subscription
Agreement and upon acceptance thereof by the Company it will constitutes a
valid and binding agreement of the Subscriber enforceable against the
Subscriber in accordance with its terms; (g)the Subscriber is acquiring the Securities as
principal 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 in
such Securities, and it has not subdivided its interest in the Securities with
any other person;


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(h)the Subscriber is outside the United States when
receiving and executing this Subscription Agreement and is acquiring the Note
as principal for the Subscriber’s own account for investment purposes only, and
not with a view to, or for, resale, distribution or fractionalisation thereof,
in whole or in part, and no other person has a direct or indirect beneficial
interest in the Securities; (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 and it has carefully read and considered the
matters set forth under the heading “Risk Factors” appearing in the Company’s
Forms 10-K, 10-Q, 8-K and any other filings filed with the SEC; (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 and
agrees that the Company will not be responsible in any way whatsoever for the Subscriber’s
decision to invest in the Securities and the Company; (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 understands and agrees that the Company
and others will rely upon the truth and accuracy of the acknowledgements,
representations and agreements contained in this Subscription Agreement and
agrees that if any of such acknowledgements, representations and agreements are
no longer accurate or have been breached, the Subscriber shall promptly notify
the Company; (m)the Subscriber has the legal capacity and
competence to enter into and execute this Subscription Agreement and to take
all actions required pursuant hereto; (n)the Subscriber has duly executed and delivered
this Subscription Agreement and it constitutes a valid and binding agreement of
the Subscriber enforceable against the Subscriber in accordance with its terms; (o)the Subscriber is not an underwriter of, or
dealer in, the Company’s Shares, nor is the Subscriber participating, pursuant
to a contractual agreement or otherwise, in the distribution of any of the
Shares; (p)the Subscriber is not an underwriter of, or
dealer in, the Company’s Shares, nor is the Subscriber participating, pursuant
to a contractual agreement or otherwise, in the distribution of any of the
Securities; (q)the Subscriber understands and agrees that
offers and sales of any of the Securities prior to the expiration of restricted
period after the date of original issuance of the Securities (the six month
period hereinafter referred to as the“Distribution Compliance Period”)
shall only be made in compliance with the safe harbor provisions set forth in
Regulation S, pursuant to the registration provisions of the 1933 Act or an
exemption therefrom, and that all offers and sales after the Distribution
Compliance Period shall be made only in compliance with the registration
provisions of the 1933 Act or an exemption therefrom and in each case only in
accordance with applicable state securities laws; (r)the Subscriber 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;


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(s)the Subscriber (i) is able to fend for itself in
the Subscription; (ii) has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Securities and the Company; and (iii) has the ability to bear
the economic risks of its prospective investment and can afford the complete
loss of such investment; (t)the Subscriber will indemnify the Company
against, and will hold the Company and, where applicable, its respective
directors, officers, employees, agents, advisors and shareholders harmless
from, 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 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 to the Company in connection therewith; (u)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; and (v)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, except that
currently the Company’s common shares are quoted on the over-the-counter market
operated by the Over-The-Counter Bulletin Board operated by FINRA. 6.2In this Subscription Agreement, the term “U.S.
Person” shall have the meaning ascribed thereto in Regulation S. 7.Acknowledgement and Waiver 7.1The Subscriber has acknowledged that the
decision to purchase the Securities was solely made on the basis of information
available to the Subscriber on the EDGAR database maintained by the SEC atwww.sec.gov.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 the Securities. 8.Legending of Subject Securities 8.1The Subscriber 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:


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“THESE SECURITIES WERE ISSUED 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”). ACCORDINGLY, NONE OF THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT 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. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE 1933 ACT.” 8.2The 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 Subscription
Agreement. 9.Costs 9.1The Subscriber acknowledges and agrees that all
costs and expenses incurred by the Subscriber (including any fees and
disbursements of any special counsel retained by the Subscriber) relating to
the purchase of the Note or to the conversion of the Note or the Conversion
Shares shall be borne by the Subscriber. 10.Governing Law 10.1This Subscription Agreement is governed by the
laws of the State of Nevada and the federal laws applicable thereto. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the courts of the State of Nevada. 11.Survival 11.1This 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 Note by
the Subscriber pursuant hereto. 12.Assignment 12.1This Subscription Agreement is assignable. 13.Severability 13.1The 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. 14.Entire Agreement 14.1Except 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
Company or by anyone else. This subscription may only be amended by instrument
in writing signed by the parties hereto.


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15.Notices 15.1All 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
Subscription Agreement and notices to the Company shall be directed to it at Toron
Inc.,1000 de La Gauchetiere Street West – 24th
Floor, Montreal, Quebec,Attention: President. 16.Counterparts and Electronic Means 16.1This 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 Subscription 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 Subscription Agreement as of the date hereinafter set forth. 17.Registration Instructions  17.1The Subscriber hereby directs the Company to
cause any Note issued pursuant to this Subscription Agreement to be registered
on the books of the Company as directed on the signature page of this
Agreement. IN WITNESS WHEREOFthe Subscriber has
duly executed this Subscription Agreement as of the date of acceptance by the
Company.   Name
of Subscriber –XXXXXXX  ___________________________________________ (Signature
and, if applicable, Office)   (City,
State or Province, Postal Code of Subscriber)  ___________________________________________ (Country
of Subscriber)   ____________________________________ (Fax
and/or E-mail Address of Subscriber)


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Registration Information (if different from above) ___________________________________________ (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)   ___________________________________________ (Fax
and/or E-mail Address of Subscriber)   A C C E P T A N C E The above-mentioned Subscription
Agreement in respect of the Note is hereby accepted by Toron Inc. DATED at,
the ____ day of ______________, 20__. TORON INC.Per: Authorized
Signatory


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EXHIBIT “A” Form of Convertible Note THE SECURITIES
REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
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 HEREBYNOR THE SECURITIES INTO
WHICH THESE SECURITIES ARE CONVERTIBLEHAVE 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 OR TO A U.S. PERSON 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
THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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. Dated:  XXXXXX  U.S.
$XXXX.XXX CONVERTIBLE NOTE FOR VALUE RECEIVED,TORON INC.(the “Company”) promises to pay toXXXXXXXor its registered
assigns(the “Holder”), the principal sum of XXXXXXXXXX Dollars ($XXXX.XXX)
in lawful currency of the United States (the“Principal Amount”) on XXXXXXX
 or such earlier date as the Note may be permitted to be repaid as provided
hereunder (the “Maturity Date”), with XX% annual interest, to the Holder
on the earlier of (i) the Conversion Date (as hereafter defined) and (ii) the
Maturity Date (except that, if any such date is not a Business Day, then such
payment shall be due on the next succeeding Business Day) in cash.The
Company may prepay any portion of the Principal Amount without the prior
written consent of the Holder. This Note is subject to the following
additional provisions: 1.Other Agreements. 1.1This Note has been issued pursuant to a
subscription agreement between the Company and the Holder dated XXXXXXXXXX (the
“Subscription Agreement”) pursuant to which the Holder purchased this
Note, and this Note is subject in all respects to the terms of the Subscription
Agreement and incorporates the terms of the Subscription Agreement to the
extent that they do not conflict with the terms of this Note.  This Note may be
transferred or assigned. 2.Events of Default. 2.1“Event of Default”, wherever used herein,
means any one of the following events (whatever the reason and whether it shall
be voluntary or involuntary or effected by operation of law or pursuant to any
judgment, decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):


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(a)any default in the payment of the Principal
Amount of this Note, free of any claim of subordination, as and when the same
shall become due and payable (whether on a Conversion Date or the Maturity Date
or by acceleration or otherwise); (b)the Company shall fail to observe or perform any
other covenant or agreement contained in this Note or the Subscription
Agreement which failure is not cured, if possible to cure, within 30 calendar
days after notice of such default is sent by the Holder to the Company; or (c)the Company or any of its subsidiaries (each a “Subsidiary”)
shall commence, or there shall be commenced against the Company or any
Subsidiary a case under any applicable bankruptcy or insolvency laws as now or
hereafter in effect or any successor thereto, or the Company or any Subsidiary
commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating to
the Company or any Subsidiary or there is commenced against the Company or any
Subsidiary any such bankruptcy, insolvency or other proceeding which remains
undismissed for a period of 60 days; or the Company or any Subsidiary is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any
Subsidiary suffers any appointment of any custodian or the like for it or any
substantial part of its property which continues undischarged or unstayed for a
period of 60 days; or the Company or any Subsidiary makes a general assignment
for the benefit of creditors; or the Company shall fail to pay, or shall state
that it is unable to pay, or shall be unable to pay, its debts generally as they
become due; or the Company or any Subsidiary shall call a meeting of its
creditors with a view to arranging a composition, adjustment or restructuring
of its debts; or the Company or any Subsidiary shall by any act or failure to
act expressly indicate its consent to, approval of or acquiescence in any of
the foregoing; or any corporate or other action is taken by the Company or any
Subsidiary for the purpose of effecting any of the foregoing. 2.2                          If
any Event of Default occurs, the full Principal Amount, together with interest
and other amounts owing in respect thereof to the date of acceleration shall
become, at the Holder’s election, immediately due and payable in cash.  Upon
payment of the full Principal Amount, together with interest and other amounts
owing in respect thereof, in accordance herewith, this Note shall promptly be
surrendered to or as directed by the Company.  The Holder need not provide and
the Company hereby waives any presentment, demand, protest or other notice of
any kind, and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law.  Such declaration may be
rescinded and annulled by the Holder at any time prior to payment hereunder and
the Holder shall have all rights as a Note holder until such time, if any, as
the full payment under this Section shall have been received by it.  No such
rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon. 3.Conversion. 3.1At any time after the Financing Date until this
Note is no longer outstanding, this Note may be converted into Conversion
Shares at any time and from time-to-time, in whole or in part, at the option of
the Holder.  The Holder shall effect conversions by delivering to the Company
the form of Notice of Conversion attached hereto asAnnex A(a “Notice
of Conversion”), specifying therein the amount of principal to be converted
and the date on which such conversion is to be effected (a “Conversion Date”);
provided that the date upon which any such conversion may be effected may not
be less than 5 calendar days following the date of delivery of the Notice of
Conversion.  If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that is5calendar days after such
Notice of Conversion is delivered to the Company.  To effect conversions
hereunder, the Holder shall not be required to physically surrender the Note to
the Company unless the entire principal amount of this Note has been so
converted.  Conversions hereunder shall have the effect of lowering the
outstanding principal amount of this Note in an amount equal to the applicable
conversion.  The Holder and the Company shall maintain records showing the
principal amount converted and the date of such conversions.  The Company shall
deliver any objection to any Notice of Conversion within 10 business days of
receipt of such notice.  The Holder, by acceptance of this Note, acknowledges
and agrees that, by reason of the provisions of this paragraph,


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following conversion of a portion of this Note, the
unpaid and unconverted principal amount of this Note may be less than the
amount stated on the face hereof. 3.2The number of Conversion Shares issuable upon a
conversion of any outstanding principal under the Note shall be determined by
the quotient obtained by dividing (x) by (y) where (x) is equal to the amount
of outstanding principal to be converted and (y) is the Conversion Price (as
hereinafter defined). 3.3Not later than five Trading Days after any
Conversion Date, the Company will deliver to the Holder a certificate or
certificates representing the Conversion Shares (bearing such legends as may be
required by applicable law and those required by the Subscription Agreement)
representing the number of Conversion Shares being acquired upon the conversion
of Note. 3.4The conversion price (the “Conversion Price”)
in effect on any Conversion Date shall be shall mean XX% of the average Closing
Bid Prices for the ten Trading Days immediately preceding the Conversion Date. 
The term "Closing Bid Price" shall mean, on any particular
date (i) the closing bid price per share of the Common Stock on such date on
theOTC Bulletin Board,or another registered
national stock exchange on which the Common Stock is then listed, or if there
is no such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (ii) if the Common
Stock is not listed then on the OTC Bulletin Board or any registered national
stock exchange, the closing bid price for a share of Common Stock in the over‐the‐counter
market, as reported by the OTC Bulletin Board or in the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its
functions of reporting prices) at the close of business on such date, or (iii)
if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the
"Pink Sheet" quotes for the relevant conversion period, as determined
in good faith by the Holder, or (iv) if the Common Stock is not then publicly
traded the fair market value of a share of Common Stock as determined by the
Holder and reasonably acceptable to the Company. 3.5At any time after the Financing Date until this
Note is no longer outstanding, this Note may be converted into Conversion
Shares at any time and from time-to-time, in whole or in part, at the option of
the Company.  The Company shall effect conversions by delivering to the Holder
written notice of conversion specifying therein the amount of principal to be
converted and the date on which such conversion is to be effected (a “Conversion
Date”); 3.6Limitations on Conversions by Company.   Unless the Holder otherwise directs the Company, the Company
shall not effect any conversion of this Note, and the Holder shall not have the
right to convert any portion of this Note pursuant to Section 3.1 hereto, to
the extent that after giving effect to such conversion, the Holder would
beneficially own,  for purposes of the Securities Act of 1934, as amended (the
"Exchange Act") , in excess of 9.99% (the "Maximum Percentage")
of the number of Common Shares outstanding immediately after giving effect to
such conversion.  For purposes of the foregoing sentence, the number of Common
Shares beneficially owned by the Holder shall include the number of Common
Shares issuable upon conversion of this Note with respect to which the
determination of such sentence is being made, but shall exclude the number of
Common Shares which would be issuable upon (A) conversion of the remaining,
nonconverted portion of this Note beneficially owned by the Holder and
(B) exercise or conversion of the unexercised or nonconverted portion of
any other securities of the Company (including, without limitation, any Other
Notes or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder.  Except as
set forth in the preceding sentence, for purposes of this Section 3, beneficial
ownership pursuant to the Exchange Act shall be calculated in accordance with
Section 13(d) of the Exchange Act, except as set forth in the preceding
sentence.  For purposes of this Section 3 in determining the number of
outstanding Common Shares, the Holder may rely on the number of outstanding
Common Shares as reflected in (x) the Company's most recent Form 10-K, Form
10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by
the Company or (z) any other notice by the Company or the Transfer Agent
setting forth the number of Common Shares outstanding.  For any reason at any time,
upon the written or oral request of the Holder, the Company shall within two
(2) Business Days confirm orally and in writing to the Holder the number of
Common Shares then outstanding.  In any case, the number of outstanding Common
Shares shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Note, by the Holder or its affiliates
since the date as of which such number of outstanding Common Shares was
reported.  By written notice to the Company, the Holder may increase or
decrease the Maximum Percentage to any other percentage specified in such
notice; provided that (i) any such increase will not be effective until the
sixty-first


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(61st) day after such notice is delivered
to the Company, and (ii) any such increase or decrease will apply only to the
Holder and not to any other holder of Notes. 3.7The Company covenants that it will at all times
reserve and keep available out of its authorized and unissued shares of Common
Stock such number of shares as is necessary in order to ensure that a
sufficient number are available for the purpose of issuance of Conversion
Shares upon conversion of this Note, free from pre-emptive rights or any other
actual contingent purchase rights of Persons other than the Holder.  The
Company covenants that all Conversion Shares shall, upon issue, be duly and
validly authorized, issued and fully paid and non-assessable. 3.8Upon a conversion hereunder the Company shall
not be required to issue stock certificates representing fractions of any
Conversion Shares, and the number of Conversion Shares shall be rounded up or
down to the nearest whole number. 3.9If the Company, at any time while this Note is
outstanding: (A) pays a stock dividend or otherwise makes a distribution or
distributions in shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock, (B) subdivides
outstanding shares of Common Stock into a larger number of shares, (C) combines
(including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (D) issues by reclassification of shares of
the Common Stock any shares of capital stock of the Company, then the
Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event.  Any adjustment made
pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re‐classification. 4.Repayment 4.1Repayment of this Note, including all interest,
shall be due on the Maturity Date, unless earlier converted into common shares. 5.Interest 5.1                          Interest on
the Principal Amount shall be calculated at XX%, per annum, and be payable of XXXXXXXXXXX
of each year that the Note remains outstanding. 6.Notices 6.1Any and all notices or other communications or
deliveries to be provided by the Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered
personally, by facsimile, sent by a nationally recognized overnight courier
service, addressed to the Company, at the address set forth above, or such
other address or facsimile number as the Company may specify for such purposes
by notice to the Holder delivered in accordance with this Section.  Any and all
notices or other communications or deliveries to be provided by the Company
hereunder shall be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service addressed to the Holder at the
facsimile telephone number or address of such Holder appearing on the books of
the Company, or if no such facsimile telephone number or address appears, at
the address of the Holder to which this Note was delivered.  Any notice or
other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section prior to 5:30 p.m. (Eastern Standard Time), (ii) the
date after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 5:30 p.m. (Eastern Standard Time) on any date and earlier
than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the second business
day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given.


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7.Definitions. 7.1For the purposes hereof, in addition to the
terms defined elsewhere in this Note: (i) capitalized terms not otherwise
defined herein have the meanings given to such terms in the Subscription Agreement,
and (ii) the following terms shall have the following meanings: (a)“Business Day” means any day except
Saturday, Sunday and any day which shall be a federal legal holiday in the
United States or a day on which banking institutions in the Province of Quebec are
authorized or required by law or other government action to close. (b)“Common Stock” means the common stock,
par value $0.001 per share, of the Company and stock of any other class into
which such shares may hereafter have been reclassified or changed. (c)“Conversion Date” has the meaning set
forth in Section 3.5 hereof. (d)“Conversion Price” has the meaning set
forth in Section 3.4 hereof. (e)“Conversion Share”means shares of the Company’s Common Stock into which principal and
Interest due pursuant to this Note may be converted. (f)“Exchange Act” means the Securities
Exchange Act of 1934, as amended. (g)“Financing Date” means the date on which
the Principal Amount is delivered to the Company by the Investor. (h)“Securities Act” means the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder. (i)“Trading Day” means a day on which the
shares of Common Stock are traded on a trading market on which the shares of
Common Stock are then listed or quoted,provided, that in the event that
the shares of Common Stock are not listed or quoted, then Trading Day shall
mean a Business Day. 8.Replacement of Note if lost or destroyed. If this Note shall be mutilated, lost,
stolen or destroyed, the Company shall execute and deliver, in exchange and
substitution for and upon cancellation of a mutilated Note, or in lieu of or in
substitution for a lost, stolen or destroyed Note, a new Note for the principal
amount of this Note so mutilated, lost, stolen or destroyed but only upon
receipt of evidence of such loss, theft or destruction of such Note, and of the
ownership hereof, and indemnity, if requested, all reasonably satisfactory to
the Company. 9.Governing law. All questions concerning the
construction, validity, enforcement and interpretation of this Note shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Nevada, without regard to the principles of conflicts of law
thereof. 10.Waivers Any waiver by the Company or the Holder
of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any
other provision of this Note.  The failure of the Company or the Holder to
insist upon strict adherence to any term of this Note on one or more occasions
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Note. 
Any waiver must be in writing.


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11.Usury If any provision of this Note is invalid,
illegal or unenforceable, the balance of this Note shall remain in effect, and
if any provision is inapplicable to any Person or circumstance, it shall
nevertheless remain applicable to all other Persons and circumstances.  If it
shall be found that any interest or other amount deemed interest due hereunder
violates applicable laws governing usury, the applicable rate of interest due
hereunder shall automatically be lowered to equal the maximum permitted rate of
interest.  The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law or
other law which would prohibit or forgive the Company from paying all or any portion
of the principal of or interest on this Note as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted. 12.Next business day Whenever
any payment or other obligation hereunder shall be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day. IN WITNESS
WHEREOF, the Company has caused this Convertible Note to be duly executed by a
duly authorized officer as of the date first above indicated.  TORON
  INC.By:
  
  title:


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ANNEX A NOTICE OF CONVERSION The undersigned hereby elects to convert
principal under the Convertible Note of Toron Inc., a Nevada corporation (the “Company”),
due on XXXXXXX , into shares of the Company’s common stock (each a “Share”) as
of the date written below.  The undersigned will pay all transfer taxes,
intangible or other taxes payable with respect hereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith.  No fee will be charged to the holder for any
conversion. The undersigned agrees to comply with the
prospectus delivery requirements under the applicable securities laws in
connection with any transfer of the aforesaid Shares. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Accrued Interest to be Converted: Number of  Shares to be issued: Signature:  Name:  Address: