Kore Nutrition Inc.: Exhibit 10.5  - Filed by newsfilecorp.com






THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").


NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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 OR TO A U.S.
PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THIS
SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY 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.

Issue Date: February 22, 2010

Conversion Price (subject to adjustment herein):
US$0.50

U.S. $________

5% CONVERTIBLE NOTE

FOR VALUE RECEIVED, KORE NUTRITION INCORPORATED (the
“Company”) promises to pay to ________________________ or its
registered assigns (the “Holder”), the principal sum of
___________________DOLLARS ($______________) in lawful currency of the
United States (the “Principal Amount”) on April 30, 2010 or such earlier
date as the Note may be permitted to be repaid as provided hereunder (the
“Maturity Date”), and to pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Note at rate of 5% per
annum, subject to section 4.1 below, payable on the earlier of (i) the
Conversion Date (as hereafter defined) and (ii) the Maturity Date (except that,
if any such date is not a Business Day, then such payment shall be due on the
next succeeding Business Day) in cash. Interest shall be calculated on the basis
of a 360-day year and shall accrue daily commencing on the Issue Date until
payment in full of the Principal Amount, together with all accrued and unpaid
interest and other amounts which may become due hereunder, has been made.
Interest shall cease to accrue with respect to any part of the Principal Amount
converted, provided that the Company in fact delivers the Conversion Shares (as
hereinafter defined). Interest hereunder will be paid to the Holder. The
Company may prepay any portion of the Principal Amount without the prior written
consent of the Holder subject to the prepayment terms and conditions set out in
Section 4 hereto.

This Note is subject to the following additional
provisions:

1.           
Subscription Agreement

This Note has been issued pursuant to a subscription agreement
between the Company and the Holder dated February 22, 2010 (the “Subscription
Agreement”) pursuant to which the Holder purchased this Note, and this Note
is subject in all respects to the terms of the Subscription Agreement and
incorporates the terms of the Subscription Agreement to the extent that they do
not conflict with the terms of this Note. This Note may not be transferred or
exchanged.




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2.          
   Events of Default

2.1           
“Event of Default”, wherever used herein, means any one of the
following events (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

	 	(a) 	
      any default in the payment of the Principal Amount of
      this Note, free of any claim of subordination, as and when the same shall
      become due and payable (whether on a Conversion Date or the Maturity Date
      or by acceleration or otherwise);

	 	 	 
	 	(b) 	
      the Company shall fail to observe or perform any other
      covenant or agreement contained in this Note or the Subscription Agreement
      which failure is not cured, if possible to cure, within 30 calendar days
      after notice of such default is sent by the Holder to the Company;
    or

	 	 	 
	 	(c) 	
      the Company or any of its subsidiaries (each a
      “Subsidiary”) shall commence, or there shall be commenced against the
      Company or any Subsidiary a case under any applicable bankruptcy or
      insolvency laws as now or hereafter in effect or any successor thereto, or
      the Company or any Subsidiary commences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors,
      dissolution, insolvency or liquidation or similar law of any jurisdiction
      whether now or hereafter in effect relating to the Company or any
      Subsidiary or there is commenced against the Company or any Subsidiary any
      such bankruptcy, insolvency or other proceeding which remains undismissed
      for a period of 60 days; or the Company or any Subsidiary is adjudicated
      insolvent or bankrupt; or any order of relief or other order approving any
      such case or proceeding is entered; or the Company or any Subsidiary
      suffers any appointment of any custodian or the like for it or any
      substantial part of its property which continues undischarged or unstayed
      for a period of 60 days; or the Company or any Subsidiary makes a general
      assignment for the benefit of creditors; or the Company shall fail to pay,
      or shall state that it is unable to pay, or shall be unable to pay, its
      debts generally as they become due; or the Company or any Subsidiary shall
      call a meeting of its creditors with a view to arranging a composition,
      adjustment or restructuring of its debts; or the Company or any Subsidiary
      shall by any act or failure to act expressly indicate its consent to,
      approval of or acquiescence in any of the foregoing; or any corporate or
      other action is taken by the Company or any Subsidiary for the purpose of
      effecting any of the foregoing.



2.2           
If any Event of Default occurs, the full Principal Amount, together
with interest and other amounts owing in respect thereof to the date of
acceleration shall become, at the Holder’s election, immediately due and payable
in cash. Upon payment of the full Principal Amount, together with interest and
other amounts owing in respect thereof, in accordance herewith, this Note shall
promptly be surrendered to or as directed by the Company. The Holder need not
provide and the Company hereby waives any presentment, demand, protest or other
notice of any kind, and the Holder may immediately and without expiration of any
grace period enforce any and all of its rights and remedies hereunder and all
other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by the Holder at any time prior to payment hereunder and
the Holder shall have all rights as a Note holder until such time, if any, as
the full payment under this Section shall have been received by it. No such
rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon.

3.            
 Conversion

3.1           
At any time after the Issue Date until this Note is no longer
outstanding, this Note may be converted into Conversion Shares at any time and
from time-to-time, in whole or in part, at the option of the Holder. The Holder
shall effect conversions by delivering to the Company the form of Notice of
Conversion attached hereto as Annex A (a “Notice of Conversion”),
specifying therein the amount of principal and interest to be converted and the
date on which such conversion is to be effected (a “Conversion Date”);
provided that the date upon which any such conversion may be effected may not be
less than 5 calendar days following the date of delivery of the Notice of
Conversion. If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that is 10 calendar days after such Notice of
Conversion is delivered to the Company. To effect conversions hereunder, the
Holder shall not be required to physically surrender the Note to the Company
unless the entire principal amount of this Note has been so converted.
Conversions hereunder shall have the effect of lowering the outstanding
principal amount of this Note in an amount equal to the applicable conversion.
The Holder and the Company shall maintain records showing the principal amount
converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within 10 business days
of receipt of such notice. The Holder, by acceptance of this Note, acknowledges
and agrees that, by reason of the provisions of this paragraph, following
conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note may be less than the amount stated on the face hereof. 




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3.2           
The number of Conversion Shares issuable upon a conversion of any
outstanding principal under the Note shall be determined by the quotient
obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding
principal to be converted and (y) is the Conversion Price (as hereinafter
defined).

3.3           
The number of Conversion Shares issuable upon a conversion of any
accrued and outstanding interest on the Note (the “Accrued Interest”)
shall be determined by the quotient obtained by dividing (x) by (y) where (x) is
equal to the amount of Accrued Interest to be converted and (y) is the Market
Price on the Conversion Date.

3.4           
Not later than five Trading Days after any Conversion Date, the Company
will deliver to the Holder a certificate or certificates representing the
Conversion Shares (bearing such legends as may be required by applicable law and
those required by the Subscription Agreement) representing the number of
Conversion Shares being acquired upon the conversion of Note.

3.5           
The conversion price (the “Conversion Price”) in effect on any
Conversion Date shall be equal to $0.50.

3.6           
The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued shares of Common Stock such number
of shares as is necessary in order to ensure that a sufficient number are
available for the purpose of issuance of Conversion Shares upon conversion of
this Note, free from pre-emptive rights or any other actual contingent purchase
rights of Persons other than the Holder. The Company covenants that all
Conversion Shares shall, upon issue, be duly and validly authorized, issued and
fully paid and non-assessable.

3.7           
Upon a conversion hereunder the Company shall not be required to issue
stock certificates representing fractions of any Conversion Shares, and the
number of Conversion Shares shall be rounded up or down to the nearest whole
number.

If the Company, at any time while this Note is outstanding: (A)
pays a stock dividend or otherwise makes a distribution or distributions in
shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock, (B) subdivides outstanding shares of Common
Stock into a larger number of shares, (C) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares,
or (D) issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then the Conversion Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding before such event and of which
the denominator shall be the number of shares of Common Stock outstanding after
such event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
re-classification.

4.           
Prepayment

If the aggregate unconverted and outstanding Principal Amount
of this Note is converted by the Holder on or before March 31, 2010 then the
Holder shall not be entitled to any interest, Accrued Interest or other amount
deemed interest due under the Note.

The Company may, from time to time at its option, upon ten (10)
days’ prior written notice (a “Prepayment Notice”) to the Holder, prepay
(each a “Prepayment”) all or part of this Note (with all accrued and
unpaid interest thereon) prior to the Maturity Date (the “Outstanding
Principal”). The Prepayment (less any tax required to be withheld by the
Company) shall be paid by cheque or by such other reasonable means as the
Company deems desirable. The mailing of such cheque from the Company's
registered office, or the payment by such other reasonable means as the Company
deems desirable, on or before the prepayment date shall be deemed to be payment
on the Prepayment date unless the cheque is not paid upon presentation or
payment by such other means is not received. Notwithstanding the foregoing, the
Company shall be entitled to require at any time, and from time to time, that
the Prepayment be paid to the Holder only upon presentation and surrender at the
registered office of the Company or at any other place or places designated by
the Prepayment Notice. If only a part of the Note is to be prepaid, a new
certificate for the balance shall be issued at the expense of the Company.




A-4

At any time after a Prepayment Notice is given, the Company
shall have the right to deposit the amount of the prepayment with any chartered
bank or banks or with any trust company or trust companies in British Columbia
named for such purpose in the Prepayment Notice to the credit of a special
account or accounts in trust for Holder, to be paid to it upon surrender to such
bank or banks or trust company or trust companies of the certificate or
certificates representing the Note. Upon such deposit or deposits being made or
upon the prepayment date, whichever is later, the Note shall be and be deemed to
be paid and the rights of the Holder shall be limited to receiving, without
interest, the amount so deposited. Any interest allowed on such deposit or
deposits shall accrue to the Company.

5.           
Notices

Any and all notices or other communications or deliveries to be
provided by the Holder hereunder, including, without limitation, any Notice of
Conversion, shall be in writing, sent by a nationally recognized overnight
courier service or by facsimile, addressed to the Company, Attn: President
at the facsimile telephone number or address of the Company appearing on the
books of the Company or such other address as the Company may specify for such
purposes by notice to the Holder delivered in accordance with this Section. Any
and all notices or other communications or deliveries to be provided by the
Company hereunder shall be in writing and delivered personally, by facsimile,
sent by a nationally recognized overnight courier service addressed to the
Holder at the facsimile telephone number or address of such Holder appearing on
the books of the Company, or if no such facsimile telephone number or address
appears, at the address of the Holder to which this Note was delivered. Any
notice or other communication or deliveries hereunder shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section prior to 5:30 p.m. (Pacific Standard Time), (ii) the
date after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 5:30 p.m. (Pacific Standard Time) on any date and earlier
than 11:59 p.m. (Pacific Standard Time) on such date, (iii) the second business
day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.

6.           
Definitions

For the purposes hereof, in addition to the terms defined
elsewhere in this Note: (i) capitalized terms not otherwise defined herein have
the meanings given to such terms in the Subscription Agreement, and (ii) the
following terms shall have the following meanings:

	 	(a) 	
      “Accrued Interest” has the meaning set forth in
      Section 3.3 hereto.

	 	 	 
	 	(b) 	
      “Business Day” means any day except Saturday,
      Sunday and any day which shall be a federal legal holiday in the United
      States or Canada or a day on which banking institutions in the State of
      Nevada or the Province of British Columbia are authorized or required by
      law or other government action to close.

	 	 	 
	 	(c) 	
      “Common Stock” means the common stock, par value
      $0.001 per share, of the Company and stock of any other class into which
      such shares may hereafter have been reclassified or changed.

	 	 	 
	 	(d) 	
      “Conversion Date” has the meaning set forth in
      Section 3.1 hereof.

	 	 	 
	 	(e) 	
      “Conversion Price” has the meaning set forth in
      Section 3.5 hereof.

	 	 	 
	 	(f) 	
      “Conversion Share” means shares of the Company’s
      Common Stock into which principal and Interest due pursuant to this Note
      may be converted.

	 	 	 
	 	(g) 	
      “Exchange Act” means the Securities Exchange Act
      of 1934, as amended.

	 	 	 
	 	(h) 	
      “Issue Date” shall have the meaning shown on the
      first page of this Note.







A-5

	 	(i) 	
      “Market Price” means as of a particular date (the
      “Valuation Date”), the following with respect to the Company’s
      Common Stock: (A) if the Common Stock is then listed on a national stock
      exchange, the Market Price shall be the closing bid price of one share of
      Common Stock on such exchange on the last Trading Day prior to the
      Valuation Date, provided that if such Common Stock has not traded in the
      prior ten (10) trading sessions, the Market Price shall be the average
      closing bid price of the Common Stock in the most recent ten (10) trading
      sessions during which the Common Stock has traded; (B) if the Common Stock
      is then included in the Financial Industry Regulatory Authority
      Over-the-Counter Bulletin Board, the Market Price shall be the closing
      sale price of one share of the Common Stock on the Over-the-Counter
      Bulletin Board on the last Trading Day prior to the Valuation Date or, if
      no such closing sale price is available, the average of the high bid and
      the low ask price quoted on the Over-the-Counter Bulletin Board as of the
      end of the last Trading Day prior to the Valuation Date, provided that if
      the Common Stock has not traded in the prior ten (10) trading sessions,
      the Market Price shall be the average closing price of one share of the
      Common Stock in the most recent ten (10) trading sessions during which the
      Common Stock has traded; or (C) if the Common Stock is not traded on any
      of the exchanges or quotation services referred to in (A) or (B) above and
      is then included in the “pink sheets”, the Market Price shall be the
      closing sale price of one share of the Common Stock on the “pink sheets”
      on the last Trading Day prior to the Valuation Date or, if no such closing
      sale price is available, the average of the high bid and the low ask price
      quoted on the “pink sheets” as of the end of the last Trading Day prior to
      the Valuation Date, provided that if the Common Stock has not traded in
      the prior ten (10) trading sessions, the Market Price shall be the average
      closing price of one share of the Common Stock in the most recent ten (10)
      trading sessions during which the Common Stock has traded.

	 	 	 
	 	(j) 	
      “Outstanding Principal” has the meaning set out in
      Section 4.1 hereto.

	 	 	 
	 	(k) 	
      “Person” means a corporation, an association, a
      partnership, organization, a business, an individual, a government or
      political subdivision thereof or a governmental agency.

	 	 	 
	 	(l) 	
      “Prepayment” has the meaning set out in Section
      4.1 hereto.

	 	 	 
	 	(m) 	
      “Prepayment Notice” has the meaning set out in
      Section 4.1 hereto.

	 	 	 
	 	(n) 	
      “Subscription Agreement” means the Subscription
      Agreement, dated as of February 22, 2010, to which the Company and the
      Holder are parties, as amended, modified or supplemented from time to time
      in accordance with its terms.

	 	 	 
	 	(o) 	
      “1933 Act” means the Securities Act of 1933, as
      amended, and the rules and regulations promulgated thereunder.

	 	 	 
	 	(p) 	
      “Trading Day” means a day on which the shares of
      Common Stock are traded on a trading market on which the shares of Common
      Stock are then listed or quoted, provided, that in the event that
      the shares of Common Stock are not listed or quoted, then Trading Day
      shall mean a Business Day.



7.           
Replacement of Note if Lost or Destroyed

If this Note shall be mutilated, lost, stolen or destroyed, the
Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Note, or in lieu of or in substitution for a lost,
stolen or destroyed Note, a new Note for the principal amount of this Note so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Note, and of the ownership hereof, and
indemnity, if requested, all reasonably satisfactory to the Company.

8.           
Governing Law

All questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of Nevada,
without regard to the principles of conflicts of law thereof.




A-6

9.           
Waivers

Any waiver by the Company or the Holder of a breach of any
provision of this Note shall not operate as or be construed to be a waiver of
any other breach of such provision or of any breach of any other provision of
this Note. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing.

10.           
Usury

If any provision of this Note is invalid, illegal or
unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless
remain applicable to all other Persons and circumstances. If it shall be found
that any interest or other amount deemed interest due hereunder violates
applicable laws governing usury, the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this indenture, and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefits or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impeded
the execution of any power herein granted to the Holder, but will suffer and
permit the execution of every such as though no such law has been enacted.

11.           
Next Business Day

Whenever any payment or other obligation hereunder shall be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible
Note to be duly executed by a duly authorized officer as of the date first above
indicated.

	 	KORE NUTRITION
      INCORPORATED 
	 	 	  
	 	 	  
	 	 	  
	 	Per: 	
	 	 	Authorized Signatory 






ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 5%
Convertible Note of Kore Nutrition Incorporated, a Nevada corporation (the
“Company”), due on April 30, 2010, into shares of the Company’s common
stock (each a “Share”) as of the date written below. The undersigned will pay
all transfer taxes, intangible or other taxes payable with respect hereto and is
delivering herewith such certificates and opinions as reasonably requested by
the Company in accordance therewith. No fee will be charged to the holder for
any conversion.

The undersigned agrees to comply with any prospectus delivery
requirements under the applicable securities laws in connection with any
transfer of the aforesaid Shares.

Conversion calculations: _____________________________

Date to Effect Conversion: ____________________________

Principal Amount of Note to be Converted: ________________

Accrued Interest to be Converted: _______________________

Number of Shares to be issued: _________________________

Signature:_________________________________________

_________________________________________________
Name:

_________________________________________________
Address: