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LOAN AGREEMENT

THIS AGREEMENT, dated for reference the 5th
day of December, 2005, is made

BETWEEN:

CARNAVON TRUST REG., a domiciled
discretionary trust of Liechtenstein, having an address of Aeulestrasse 5,
FL-9490 Vaduz, Liechtenstein

(the Lender);

AND:

DIGITAL ECOSYSTEMS CORP., a
Nevada company having an office address of 1313 East Maple Street, Suite 223,
Bellingham, Washington, USA, 98225

(the Borrower).

WHEREAS the Borrower wishes to borrow and the Lender is
willing to lend to the Borrower the sum of One Hundred Thousand Dollars in US
funds (US$100,000) on the terms hereinafter set out.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

1.DEFINITIONS

Where used in this Agreement, the following words and phrases
shall have the following meaning:

|(a) | Agreement means this Agreement and the schedules
      hereto, as at any time amended or modified and in effect;                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                     
|(b) | Charter means the Memorandum and Articles, the Articles
      and By-Laws or other constating documents of the Borrower, as at any time
      amended or modified and in effect;                  
|    |                                                                                                                                                                                                     
|(c) | Event of Default means any event specified in
      subsection 7.1;                                                                                                                               
|    |                                                                                                                                                                                                     
|(d) | Lenders Security means the Note;                                                                                                                                                                 
|    |                                                                                                                                                                                                     
|(e) | Loan means the loan by the Lender to the Borrower
      established pursuant to subsection 3.1; and                                                                                               
|    |                                                                                                                                                                                                     
|(f) | Note means the non-interest bearing promissory note to
      be made by the Borrower to the Lender as evidence of the Loan which shall
      substantially be in the form set out in Schedule
A.

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2.INTERPRETATION

2.1Governing Law

This Agreement is governed by the laws of the State of
Washington and the parties attorn to the non-exclusive jurisdiction of the
courts of Washington for the resolution of all disputes under this Agreement.

2.2Severability

If any one or more of the provisions contained in this
Agreement is found to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby.

2.3Parties in Interest

This Agreement enures to the benefit of and is binding on the
parties hereto and their respective successors and permitted assigns.

2.4Headings and Marginal References

The division of this Agreement into sections, subsections,
paragraphs and subparagraphs and the insertion of headings are for convenience
of reference only and do not affect the construction or interpretation of this
Agreement.

2.5Currency

All statements of, or references to, dollar amounts in this
Agreement means lawful currency of the United States of America.

3.THE LOAN

3.1Establishment of the Loan

The Lender agrees, on the terms and conditions set forth in
this Agreement, to lend to the Borrower the sum of One Hundred Thousand Dollars
($100,000).

3.2Evidence of Indebtedness

Indebtedness of the Borrower to the Lender in respect of the
Loan will be evidenced by the Note, which will be made by the Borrower to the
Lender at the time funds are advanced, a copy of which form is attached hereto
as Schedule A.

3.3Repayment of the Loan

The Borrower will repay the Loan on or before December 5, 2006.
The Loan will be subject to interest payable to the Lender at maturity at a rate
of Twelve Percent (12%) per annum. The interest will be payable concurrently
with repayment of the principal amount of the Loan. In the event the Loan is
repaid on a date prior to the date of Maturity, interest will be paid on the
principal amount up to the date the Loan is repaid.

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3.4Repayment of Loan

The Borrower may repay the Loan at any time without penalty,
bonus or charges.

3.5Conversion into Shares

During the term of the Agreement or upon maturity, the Lender
will have the option to convert the Loan, or any portion thereof, into shares of
the Company at a price per share equal to the closing price of the Companys
shares on the OTC.BB market on the day preceding notice from the Lender of its
intent to convert the Loan, or any portion thereof, into shares of the Company.
A Notice of Conversion is attached hereto as Schedule B.

4.SECURITY FOR THE LOAN

4.1Costs, Charges and Expenses

The Borrower will assume and pay all costs, charges and
expenses, including reasonable solicitors costs, charges and expenses on a
special costs basis, which may be incurred by the Lender in respect of this
Agreement or the Lenders Security or which may be incurred by the Lender in
respect of any proceedings taken or things done by the Lender in connection
therewith to collect, protect, realize or enforce the Lenders Security.

5. REPRESENTATIONS AND WARRANTIES

5.1Representations and Warranties

The Borrower represents and warrants to the Lender that:

|(a) | the Borrower is a corporation duly incorporated, validly
      existing and in good standing under the laws of the State of
  Nevada;                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                           
|(b) | the Borrower has all requisite corporate power and
      authority to enter into this Agreement and to grant the Lenders Security
      and to carry out the obligations contemplated herein and
therein;
|    |                                                                                                                                                                                                           
|(c) | this Agreement and the Lenders Security have been duly
      and validly authorized, executed and delivered by the Borrower and are
      valid obligations of it; and                                   
|    |                                                                                                                                                                                                           
|(d) | no Event of Default and no event which, with the giving
      of notice or lapse of time would become an Event of Default, has occurred
      or is continuing.                                           

5.2Survival of Representations and
Warranties

All representations and warranties made herein will survive the
delivery of this Agreement to the Lender and no investigation at any time made
by or on behalf of the Lender shall diminish in any respect whatsoever its
rights to rely on those representations and warranties. All statements contained
in any certificate or other instrument delivered by or on behalf of the Borrower
under or pursuant to this Agreement will constitute representations and
warranties made by the Borrower thereunder.

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6.COVENANTS OF THE BORROWER

The Borrower covenants and agrees with the Lender that, at all
times during the currency of this Agreement, it will:

|(a) | pay the Loan and all other monies required to be paid to
      the Lender pursuant to this Agreement in the manner set forth
    herein;                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                               
|(b) | duly observe and perform each and every of its covenants
      and agreements set forth in this Agreement and the Lenders
    Security;                      
|    |                                                                                                                                                               
|(c) | provide the Lender with immediate notice of any Event of
      Default; and                                                                                   
|    |                                                                                                                                                               
|(d) | do all things necessary to obtain and maintain the
      Lenders Security in good standing and make payment of all fees and
      charges in respect thereto.

7.EVENT OF DEFAULT

7.1Definition of Event of Default

The Loan, costs and any other money owing to the Lender under
this Agreement will immediately become payable upon demand by the Lender or,
unless otherwise waived in writing by the Lender, in any of the following
events:

|(a) | if the Borrower defaults in any payment when due under
      this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | if the Borrower commits any default under any of the
      Lenders Security instruments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) | if the Borrower becomes insolvent or makes a general
      assignment for the benefit of its creditors, or if any order is made or an
      effective resolution is passed for the winding-up, merger or amalgamation
      of the Borrower or if the Borrower is declared bankrupt or if a custodian
      or receiver be appointed for the Borrower under the applicable bankruptcy
      or insolvency legislation, or if a compromise or arrangement is proposed
      by the Borrower to its creditors or any class of its creditors, or if a
      receiver or other officer with like powers is appointed for the
      Borrower;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d) | if the Borrower defaults in observing or performing any
      other covenant or agreement of this Agreement on its part to be observed
      or performed and such default has continued for a period of seven days
      after notice in writing has been given by the Lender to the Borrower
      specifying the default.                                                                                                                                                                                                                                                                                                            

8.GENERAL

8.1Waiver or Modification

No failure on the part of the Lender in exercising any power or
right hereunder will operate as a waiver of power or right nor will any single
or partial exercise of such right or power preclude any other right or power
hereunder. No amendment, modification or waiver of any condition of this
Agreement or consent to any departure by the Borrower therefrom will be
effective unless it is in writing signed by the Lender. No notice to or demand
on the Borrower will entitle the Borrower to any other further notice or demand
in similar or other circumstances unless specifically provided for in this
Agreement.

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8.2Time

Time is of the essence of this Agreement.

8.3Further Assurances

The parties to this Agreement will do, execute and deliver or
will cause to be done, executed and delivered all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement.

8.4Assignment

The Borrower may not assign this Agreement or its interest
herein or any part hereof except with the prior written consent of the Lender.

9.NOTICES

|9.1 | Any notice under this Agreement will be given in writing
      and may be sent by fax, telex, telegram or may be delivered or mailed by
      prepaid post addressed to the party to which notice is to be given at the
      address indicated above, or at another address designated by that party in
      writing.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                        
|9.2 | If notice is sent by fax, telex, telegram or is
      delivered, it will be deemed to have been given at the time of
      transmission or delivery.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                        
|9.3 | If notice is mailed, it will be deemed to have been
      received 48 hours following the date of mailing of the notice.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                        
|9.4 | If there is an interruption in normal mail service due to
      strike, labour unrest or other cause at or before the time a notice is
      mailed the notice will be sent by fax, telex, telegram or will be
      delivered.                                                                                        

10. AMENDMENTS

This Agreement may be amended, waived, discharged, or
terminated only by instrument in writing signed by the party against whom
enforcement of the amendment, waiver, discharge or termination is sought.

IN WITNESS WHEREOF the Lender and the Borrower have
executed and delivered this Agreement as of the day and year first written
above.

CARNAVON TRUST REG.

Dr. Werner
KeicherPer: Authorized Signatory

DIGITAL ECOSYSTEMS CORP.

G. Leigh
LyonsPer: Authorized Signatory

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SCHEDULE "A"

to the Loan Agreement dated for reference the 5th day
  of December, 2005 
  between Carnavon Trust Reg. and Digital Ecosystems Corp.
  ___________________________________________________________________________________________

PROMISSORY NOTE

Principal Amount: US $100,000

For value received, Digital Ecosystems Corp.(the
"Borrower") hereby promises to pay to Carnavon Trust Reg. (the "Lender")
the principal sum of One Hundred Thousand Dollars in US funds (US$100,000) on
the earlier of:

|(i)   | December 5, 2006 :                                                                                                                                                                                                           
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                              
|(ii)  | any change of control of the Borrower ("control" being
      defined as ownership of or control of direction over, directly or
      indirectly, 20% or more of the outstanding voting securities of the
      Borrower); and
|      |                                                                                                                                                                                                                              
|(iii) | the occurrence of an Event of Default (as defined in the
      Loan Agreement between the Borrower and the Lender dated for reference
      December 5, 2005),                                                               

together with interest calculated at a rate of Twelve Percent
(12%) per annum accruing on the outstanding principal amount, payable at
maturity or upon repayment of the Loan. All payments under this promissory note
will be made by cheque, bank draft or wire transfer (pursuant to wire transfer
instructions provided by the Lender from time to time) and delivered to the
Lender. All payments made by the Borrower will be applied first to interest and
any other costs or charges owed to the Lender, then to principal.

The undersigned is entitled to prepay this promissory note, in
whole or in part, without notice or penalty. The undersigned waives demand and
presentment for payment, notice of non-payment, protest, notice of protest and
notice of dishonor. This promissory note will be governed by and construed in
accordance with the laws of the State of Washington.

Dated: December 5, 2005.

DIGITAL ECOSYSTEMS CORP.

"G. Leigh
Lyons"Per: Authorized Signatory

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SCHEDULE "B"

to the Loan Agreement dated for reference the 5th day
of December, 2005 between Carnavon Trust Reg. and Digital Ecosystems
Corp.___________________________________________________________________________________________

CONVERSION FORM

TO: Digital Ecosystems Corp. (Company)

The undersigned Holder of a Loan in the amount of One Hundred
  Thousand Dollars in US funds (US$100,000) hereby irrevocably elects to convert
  the said Loan (or $ ______________ principal thereof) into common shares in
  accordance with the Terms and Conditions of the Loan Agreement and directs that
  the shares issuable and deliverable upon the conversion be issued and delivered
  to the address indicated below.

|                                                          |                                                   
|--------------------------------------------------------- | --------------------------------------------------
|                                                          |                                                   
|Dated: __________________________________________________ | __________________________________________________
|                                                          | *(Signature of
      Holder)*                     
|________________________________________________________  |                                                   
|(Name of Holder)                                          |                                                   
|                                                          |                                                   
|________________________________________________________  |                                                   
|(Address of Holder)                                       |                                                   
|                                                          |                                                   
|________________________________________________________  |                                                   
|                                                          |                                                   
|________________________________________________________  |                                                   

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