Kore Nutrition Inc.: Exhibit 10.8 - Filed by newsfilecorp.com






THIS DEBT CONVERSION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES 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 TO WHICH THIS DEBT CONVERSION
AGREEMENT 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,
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 AND PROVINCIAL LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH
COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS
QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

DEBT CONVERSION AGREEMENT
(Canadian Subscriber)

	TO: 	KORE NUTRITION INCORPORATED (the
      “Company”) 
	  	200-736 Granville Street 
	  	Vancouver, BC V6Z1G3 



	FROM: 	VENTUREX GLOBAL INVESTMENT CORP. (the
      “Subscriber”), a company incorporated pursuant to the laws of Canada and
      having an address at 160 – 2188 No. 5 Road, Richmond, BC V6X 2T1
  


WHEREAS:

A.        Effective February
26, 2010, the Company entered into a share exchange agreement (the “Exchange
Agreement”) with Go All In, Inc., a Nevada corporation (“All In”),
and the shareholders of All In as set out in Schedule 1 to the Exchange
Agreement;

B.        In connection with
the closing of the Exchange Agreement, the Company entered into an assumption
agreement (the “Assumption Agreement”) with All In and the Subscriber
pursuant to which the Company agreed to assume debt in the amount of $500,000
(the “Outstanding Debt”) owed by All In to the Subscriber pursuant to the
terms of a promissory note in the principal amount of $500,000 issued by All In
to the Subscriber; and

C.        The Subscriber has
agreed to convert the Outstanding Debt into common shares of the Company in
accordance with the Assumption Agreement pursuant to the terms and conditions of
this Agreement.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




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1.        
 Interpretation

1.1        In this
Agreement, words importing the singular number only shall include the plural and
vice versa, words importing gender shall include all genders and words importing
persons shall include individuals, corporations, partnerships, associations,
trusts, unincorporated organizations, governmental bodies and other legal or
business entities of any kind whatsoever.

1.2        Any reference to
currency is to the currency of the United States of America unless otherwise
indicated.

1.3        Terms otherwise
not defined in this agreement have the same meaning as in the Exchange
Agreement.

2.        
 Acknowledgement of Debt

2.1        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 Outstanding Debt.

3.         
Payment of Outstanding Debt

3.1        As full and final
payment of the Outstanding Debt, the Company will on the Closing Date (as
defined herein) issue to the Subscriber 1,000,000 common shares of the Company
(the “Securities”), as fully paid and non-assessable, and the Subscriber
will accept the Securities as full and final payment of the Outstanding
Debt.

4.         
Subscription and Release

4.1        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 entire
amount of the Outstanding Debt into the Securities. The Company shall not effect
any stock split, reverse stock split, stock dividend or any other capital change
to its common stock on or prior to, or which has a record date on or prior to,
the Closing Date. The conversion of the Outstanding Debt into the Securities
shall occur automatically upon the Closing Date, without further action
on the part of either party hereto.

4.2        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 a
duly and validly issued certificate representing the Securities, to the
Subscriber on the Closing Date, in exchange for the conversion of the
Outstanding Debt.

4.3        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 Outstanding Debt 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 Outstanding Debt, 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.

5.         
Documents Required from Subscriber

5.1        The Subscriber must complete, sign and return to the
Company the following documents:

	 	(a) 	
      two (2) executed copies of this Agreement; and

	 	 	 
	 	(b) 	
      an Investor Questionnaire (the “Questionnaire”)
      attached as Exhibit A to this Agreement.







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5.2        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.

5.3        Both parties to
this Agreement acknowledge and agree that Clark Wilson LLP has acted as counsel
only to the Company and is not protecting the rights and interests of the
Subscriber. The Subscriber acknowledges and agrees that the Company and Clark
Wilson LLP have given the Subscriber the opportunity to seek, and have
recommended that the Subscriber obtain, independent legal advice with respect to
the subject matter of this Agreement and, further, the Subscriber hereby
represents and warrants to the Company and Clark Wilson LLP that the Subscriber
has sought independent legal advice or waives such advice.

6.         
Conditions and Closing

6.1        Closing of the
purchase and sale of the Securities shall occur on or before March 31, 2010, or
on such other date as may be determined by the Company in its sole discretion
(the “Closing Date”). The Subscriber acknowledges that the Securities may
be issued to other subscribers under this offering (the “Offering”)
before or after the Closing Date. The Company, may, at its discretion, elect to
close the Offering in one or more closings, in which event the Company may agree
with one or more subscribers (including the Subscriber hereunder) to complete
delivery of the Securities to such subscriber(s) against payment therefore at
any time on or prior to the Closing Date.

6.2        The Subscriber
acknowledges that the certificates representing the Securities will be available
for delivery upon Closing provided that the Subscriber has satisfied the
requirements of Section 5 hereof and the Company has accepted this
Agreement.

7.        
Acknowledgements and Agreements of Subscriber

7.1        The Subscriber
acknowledges and agrees that:

	 	(a) 	
      none of the Securities have been or will be registered
      under the United States 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) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 (“NI 45-106”) adopted by the British Columbia
      Securities Commission (the “BCSC”) and other provincial securities
      commissions;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Securities agreed to be purchased 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
      any public information which has been filed by the Company with the
      Securities and Exchange Commission (the “SEC”) in compliance, or
      intended compliance, with applicable securities legislation;

	 	 	 
	 	(e) 	
      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;








- 4 -

	 	(f) 	
      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);

	 	 	 	 
	 	(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) 	
      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;

	 	 	 	 
	 	(j) 	
      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;

	 	 	 	 
	 	(k) 	
      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;

	 	 	 	 
	 	(l) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell any of the Securities in Canada under the Securities
      Act (British Columbia) (the “BC Act”) and National Instrument
      51-102 as adopted by the BCSC;

	 	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Securities and, as a consequence of
      acquiring the Securities pursuant to such exemption certain protections,
      rights and remedies provided by the applicable securities legislation of
      British Columbia including statutory rights of rescission or damages, will
      not be available to the Subscriber;

	 	 	 	 
	 	(n) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;








- 5 -


	 	(o) 	
      no documents in connection with the sale of the
      Securities 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; and

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



8.       
  Representations, Warranties and Covenants of the
Subscriber

8.1        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;

	 	 	 	 	 
	 	(b) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 	 	 
	 	(c) 	
      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 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;

	 	 	 	 	 
	 	(d) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

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

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

	 	 	 	 	 
	 	(g) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Securities,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Securities pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Securities under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities,

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the
      Securities by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or







- 6 -


	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and




	 	(v) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;




	 	(h) 	
      the Subscriber is purchasing the Securities as principal
      for investment only and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 
	 	(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 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 Agreement and the
      Questionnaire 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 (i) is able to fend for him/her/itself in
      the Subscription; (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) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

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

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of the period
      specified in Regulation S (such 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 and provincial securities laws;

	 	 	 
	 	(p) 	
      the Subscriber understands and 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 and provincial
      securities laws;

	 	 	 
	 	(q) 	
      the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in
      the United States in respect of any 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 any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable securities laws or under an exemption from such
  registration requirements and as otherwise provided herein;








- 7 -

	 	(r) 	
      the Subscriber understands and agrees that none of the
      Securities have been 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, may not be offered or sold in the United States or,
      directly or indirectly, to U. S. Persons 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;

	 		
       

	 	(s) 	
      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;

	 	 	 	 
	 	(t) 	
      the Subscriber understands and agrees that 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;

	 	 	 	 
	 	(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.


8.2        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.

9.         
Representations and Warranties will be Relied Upon by the
Company

9.1        The Subscriber
acknowledges that the representations and warranties contained herein and in the
Questionnaire, if applicable, are made by it with the intention that such
representations and warranties may be relied upon by the Company and its legal
counsel in determining the Subscriber’s eligibility to purchase the Securities
under applicable securities legislation, or (if applicable) the eligibility of
others on whose behalf it is contracting hereunder to purchase 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 and in the Questionnaire, if applicable, 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 they will survive the purchase by the
Subscriber of the Securities and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such
Securities.




- 8 -

10.         
Acknowledgement and Waiver

10.1        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.

11.         
Legending and Registration of Subject Securities

11.1        If the
Subscriber is a resident of British Columbia, the Subscriber hereby consents to
the placement of a legend on any certificate orthe 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, any state securities or “blue sky” laws, or under the prospectus and
registration requirements of any applicable Canadian securities 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.




UNLESS OTHERWISE PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE
SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF
BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE
MET.”




11.2        If the
Subscriber is not a resident of British Columbia, the Subscriber hereby 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”). 







- 9 -

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




11.3        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.

12.        
 Resale Restrictions

12.1        The Subscriber
acknowledges that any resale of any 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. The Securities may not be offered or sold in the
United States unless registered in accordance with federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available.

12.2        The Subscriber
acknowledges that the Securities are subject to resale restrictions in Canada
and may not be traded in Canada except as permitted by the applicable provincial
securities laws and the rules made thereunder.

12.3        If the
Subscriber is not a resident of British Columbia, the Subscriber represents,
warrants and acknowledges that:

	 	(a) 	
      pursuant to British Columbia Instrument 51-509 –
      Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI
      51-509”), as adopted by the BCSC, a subsequent trade in the Securities
      in or from British Columbia will be a distribution subject to the
      prospectus and registration requirements of applicable Canadian securities
      legislation (including the BC Act) unless certain conditions are met,
      which conditions include, among others, a requirement that any certificate
      representing the Securities (or ownership statement issued under a direct
      registration system or other book entry system) bear the restrictive
      legend (the “BC Legend”) specified in BCI 51-509;

	 	 	 
	 	(b) 	
      the Subscriber is not a resident of British Columbia and
      undertakes not to trade or resell any of the Securities in or from British
      Columbia unless the trade or resale is made in accordance with BCI 51-509.
      The Subscriber understands and agrees that the Company and others will
      rely upon the truth and accuracy of these representations and warranties
      made in this Section 12.3 and agrees that if such representations and
      warranties are no longer accurate or have been breached, the Subscriber
      shall immediately notify the Company;

	 	 	 
	 	(c) 	
      by executing and delivering this Agreement and as a
      consequence of the representations and warranties made by the Subscriber
      in this Section 12.3, the Subscriber will have directed
  the Company not to include the BC Legend on any certificates
      representing the Securities to be issued to the Subscriber. As a
      consequence, the Subscriber will not be able to rely on the resale
      provisions of BCI 51-509, and any subsequent trade in any of the
      Securities in or from British Columbia will be a distribution subject to
  the prospectus and registration requirements of the BC Act; and








- 10 -

	 	(d) 	
      if the Subscriber wishes to trade or resell any of the
      Securities in or from British Columbia, the Subscriber agrees and
      undertakes to return, prior to any such trade or resale, any certificate
      representing the Securities to the Company’s transfer agent to have the BC
      Legend imprinted on such certificate or to instruct the Company’s transfer
      agent to include the BC Legend on any ownership statement issued under a
      direct registration system or other book entry
system.



13.        
 Collection of Personal Information

13.1        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 Offering. 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) Canadian tax authorities, (d) authorities pursuant to the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any
of the other parties involved in the Offering, including legal counsel, and may
be included in record books in connection with the Offering. 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.

13.2        Furthermore, the
Subscriber is hereby notified that:

	 	(a) 	
      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,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      provincial securities commission under the authority granted to it in
      securities legislation, and

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Canada.



14.        
 Costs

14.1        The 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 Securities shall be borne by the
Subscriber.

15.        
 Governing Law

15.1        This Agreement
is governed by the laws of the Province of British Columbia.




- 11 -

16.         
Currency

16.1        Any reference to
currency in this Agreement is to the currency of the United States of America
unless otherwise indicated.

17.         
Survival

17.1        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.

18.         
Assignment

18.1        This Agreement
is not transferable or assignable.

19.         
Severability

19.1        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.

20.         
Entire Agreement

20.1        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.

21.         
Notices

21.1        Any notice
required or permitted to be given to the Company will be in writing and may be
given by prepaid registered post, electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy to the
address of the Company set forth below or such other address as the Company may
specify by notice in writing to the Holder, and any such notice will be deemed
to have been given and received by the Company to whom it was addressed if
mailed, on the third day following the mailing thereof, if by facsimile or other
electronic communication, on successful transmission, or, if delivered, on
delivery; but if at the time or mailing or between the time of mailing and the
third business day thereafter there is a strike, lockout, or other labour
disturbance affecting postal service, then the notice will not be effectively
given until actually delivered:

Kore Nutrition Incorporated 
Suite
200 – 736 Granville Street 
Vancouver, British Columbia 
Canada V6Z
1G3

Attention: President

  Fax No. (604) 687-6314 c/o Virgil Z.
Hlus






- 12 -

22.        
 Counterparts and Electronic Means

22.1        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.

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

	1,000,000 	 	Venturex Global Investment Corp 
	(Number of Units being purchased) 	 	(Name of Subscriber – Please type or print)
  
	  	 	  
	  	 	/s/
      Ted Nitta 
	(Total Subscription Price) 	 	(Signature and, if applicable, Office) 
	 	 	 
	  	 	#160-2188 No. 5 Road 
	  	 	(Address of Subscriber) 
	 	 	 
	  	 	Richmond, BC V6X 2T1 
	  	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 	 
	  	 	Canada
    
	  	 	(Country of Subscriber) 
	 	 	 
	 	 	 
	  	 	(Email Address) 
	 	 	 
	 	 	 
	  	 	(Telephone Number) 






- 13 -

A C C E P T A N C E

The above-mentioned Debt Conversion Agreement in respect of the
Securities is hereby accepted by Kore Nutrition Incorporated.

DATED at Vancouver, BC, the 31st day of March, 2010.

KORE NUTRITION INCORPORATED

	Per: 	“Deanna
      Embury”                  
       
	  	Authorized Signatory 






- 14 -

EXHIBIT A

INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Debt Conversion Agreement between Kore
Nutrition Incorporated (the “Company”) and the undersigned (the
“Subscriber”).

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106
(“NI 45-106”). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.

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

	1. 	
      if the Subscriber is not a resident of Ontario, the
      Subscriber is (tick one or more of the following boxes):

	 	 	 	 
		[ ]	(A) 	
      a director, executive officer, founder or control person
      of the Company or an affiliate of the Company

	 	 	 	 
		[ ]	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company

	 	 	 	 
		[ ]	(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company

	 	 	 	 
		[ ]	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company

	 	 	 	 
		[ ]	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company

	 	 	 	 
		[x]	(F) 	
      an accredited investor

	 	 	 	 
		[ ]	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F

	 	 	 	 
		[ ]	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F

	 	 	 	 
	2. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 1 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

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







- 15 -


	3. 	
      if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following boxes):

	 	 	 	 
		 [ ]	(A) 	
      a founder of the Company

	 	 	 	 
		 [ ]	(B) 	
      an affiliate of a founder of the Company

	 	 	 	 
		 [ ]	(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of an executive officer, director or founder of the Company

	 	 	 	 
		 [ ]	(D) 	
      a control person of the Company

	 	 	 	 
		 [ ]	(E) 	
      an accredited investor

	 	 	 	 
	4. 	
      if the Subscriber has checked box C in Section 3 above,
      the executive officer, director or founder of the Company with whom the
      undersigned has the relationship is:

	 	 
	 	 
		
      (Instructions to Subscriber: fill in the name of each
      executive officer, director or founder which you have the above-mentioned
      relationship with.)

	 	 
	5. 	
      if the Subscriber has ticked box F in Section 1 or box E
      in Section 3 above, the Subscriber satisfies one or more of the categories
      of “accredited investor” (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




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

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

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

	 	 	 
	 	[ ] 	
      (d) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements.

	 	 	 
	 	[ ] 	
      (e) a person registered under securities legislation of a
      jurisdiction of Canada as an advisor or dealer, or an individual
      registered or formerly registered as a representative of such an adviser
      or dealer, other than a limited market dealer registered under the
      Securities Act (Ontario) or the Securities Act
      (Newfoundland);

	 	 	 
	 	[ ] 	
      (f) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106; or




	 	[x] 	
      (g) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors.







- 16 -

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

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________day of March, 2010.

	If an Individual: 	 	If a Corporation, Partnership or Other 
	  	 	Entity: 
	  	 	  
	  	 	  
	  	 	Venturex Global Investment Corp 
	Signature 	 	Print or Type Name of Entity 
	  	 	  
	  	 	“Ted Nitta”
	Print or Type Name 	 	Signature of Authorized Signatory 
	  	 	  
	  	 	Corporation 
	  	 	Type of Entity