Exhibit 10.1

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

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

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

TO:  Upstream Biosciences Inc. (the "Company")
     Three Sugar Creek Center, Suite 100
     Sugar Land, Texas 77478

WHEREAS:

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

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

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

1. ACKNOWLEDGMENT OF DEBT

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

2. SUBSCRIPTION AND RELEASE

2.1 On the basis of the  representations and warranties and subject to the terms
and conditions set forth herein,  the Subscriber  hereby  irrevocably  agrees to
convert the  Indebtedness  into  10,000,000  common  shares of the Company  (the
"SECURITIES") at a conversion price of $0.0035 per each share of the Company.

2.2 On the basis of the  representations and warranties and subject to the terms
and conditions set forth herein,  the Company hereby irrevocably agrees to issue
the  Securities,  as duly issued and authorized,  fully paid and  non-assessable
shares,  and  deliver the  Securities,  comprised  of a duly and validly  issued
certificate  representing  the Securities to the Subscriber on the Closing Date,
in exchange for and upon the conversion of the Indebtedness.
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2.3 The  Subscriber  hereby agrees that upon  delivery of the  Securities by the
Company in accordance  with the provisions of this Agreement and applicable law,
all amounts  outstanding  under the  Indebtedness  will be fully  satisfied  and
extinguished,  and the Subscriber will remise, release and forever discharge the
Company  and  its  respective  directors,   officers,   employees,   successors,
solicitors,  agents  and  assigns  from  any  and  all  obligations  to pay  the
Indebtedness,  other than any such  obligations  arising out of or in connection
with the issuance,  sale and delivery of the Securities or otherwise  under this
Agreement.

3. DOCUMENTS REQUIRED FROM SUBSCRIBER

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

4. CONDITIONS AND CLOSING

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

5. ACKNOWLEDGEMENTS AND AGREEMENTS OF SUBSCRIBER

5.1 The Subscriber acknowledges and agrees that:

(a)  none of the Securities have been or, except as contemplated herein, will be
     registered  under the  Securities Act of 1933, as amended (the "1933 ACT"),
     or under any state securities or "blue sky" laws of any state of the United
     States, and, unless so registered, may not be offered or sold in the United
     States or, directly or indirectly, to U.S. Persons, as that term is defined
     in Regulation S under the 1933 Act  ("REGULATION  S"), except in accordance
     with the provisions of Regulation S, pursuant to an effective  registration
     statement  under the 1933 Act, or pursuant to an  exemption  from,  or in a
     transaction not subject to, the  registration  requirements of the 1933 Act
     and in each case only in accordance  with  applicable  state and provincial
     securities laws;

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

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

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

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

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

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

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

(i)  the Company will refuse to register any transfer of the Securities not made
     in accordance with the provisions of Regulation S, pursuant to an effective
     registration  statement  under  the 1933 Act or  pursuant  to an  available
     exemption  from  the  registration  requirements  of the  1933  Act  and in
     accordance with any other applicable securities laws;

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

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

     (ii) applicable resale restrictions;

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

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

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

(l)  the statutory and regulatory basis for the exemption  claimed for the offer
     and  sale  of  the  Securities,   although  in  technical  compliance  with
     Regulation  S, would not be  available if the offering is part of a plan or
     scheme to evade the registration provisions of the 1933 Act;

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

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

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

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

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

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

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

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

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

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

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

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

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

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

(e)  the  entering  into of this  Agreement  and the  transactions  contemplated
     hereby do not result in the violation of any of the terms and provisions of
     any law  applicable to, or, if the  Subscriber is a corporate  entity,  the

                                       4
<PAGE>
     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  Agreement  and it
     constitutes  a valid and binding  agreement of the  Subscriber  enforceable
     against the Subscriber;

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

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

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

(j)  the Subscriber has made an independent  examination and investigation of an
     investment in the Securities and the Company and has depended on the advice
     of its legal and financial advisors;

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

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

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

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

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

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

(q)  no person has made to the Subscriber any written or oral representations:

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

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

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

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

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

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

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

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

8. ACKNOWLEDGEMENT AND WAIVER

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

9. RESALE RESTRICTIONS

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

10. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES

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

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

11. COLLECTION OF PERSONAL INFORMATION

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

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

12. COSTS

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

13. GOVERNING LAW

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

14. SURVIVAL

14.1  This  Agreement,   including  without   limitation  the   representations,
warranties and covenants  contained  herein,  shall survive and continue in full
force and effect and be binding  upon the  parties  hereto  notwithstanding  the
completion of the purchase of the Securities by the Subscriber pursuant hereto.

15. ASSIGNMENT

15.1 This Agreement is not transferable or assignable.

16. SEVERABILITY

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

17. ENTIRE AGREEMENT

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

18. NOTICES

18.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Subscriber  shall be directed to the
address on the signature page of this Agreement and notices to the Company shall
be  directed to it at Three Sugar Creek  Center,  Suite 100,  Sugar Land,  Texas
77478.

19. COUNTERPARTS AND ELECTRONIC MEANS

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

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

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


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


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


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


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


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


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

                                   ACCEPTANCE

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

DATED at ___________________, the _____ day of __________________________, 2013.

UPSTREAM BIOSCIENCES INC.

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

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