PROMISSORY NOTE


  $390,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: January 26, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British  Columbia,  HEREBY PROMISES TO PAY to the order H.E. CAPITAL
            LTD (hereinafter referred. to as the "Lender"), of Casa De Sol, MJ19
            Paseo  Marino,  Perla  Marina,  Dominican  Republic,  the  principal
            sum of Three  Hundred  and  Ninety  Thousand  ($390,000)  Dollars of
            lawful money of the United  States,  together  with interest at four
            (4%) percent per annum calculated annually,  not in advance, as well
            after as before maturity or default, on the amount of principal from
            time to time remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
H.E. CAPITAL LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                  c/s


<page>


                                 PROMISSORY NOTE


  $600,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: February 02, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British  Columbia,  HEREBY PROMISES TO PAY to the order H.E. CAPITAL
            LTD (hereinafter referred. to as the "Lender"), of Casa De Sol, MJ19
            Paseo  Marino,  Perla  Marina,  Dominican  Republic,  the  principal
            sum of Six  Hundred Thousand  ($600,000)  Dollars of lawful money of
            the United States,  together  with interest at four (4%) percent per
            annum calculated annually,  not in advance, as well after as  before
            maturity or default, on the amount of  principal  from  time to time
            remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
H.E. CAPITAL LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                  c/s


<page>


                                 PROMISSORY NOTE


  $510,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: February 08, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British  Columbia,  HEREBY PROMISES TO PAY to the order H.E. CAPITAL
            LTD (hereinafter referred. to as the "Lender"), of Casa De Sol, MJ19
            Paseo  Marino,  Perla  Marina,  Dominican  Republic,  the  principal
            sum  of  Five  Hundred  and  Ten   Thousand  ($390,000)  Dollars  of
            lawful money of the United  States,  together  with interest at four
            (4%) percent per annum calculated annually,  not in advance, as well
            after as before maturity or default, on the amount of principal from
            time to time remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
H.E. CAPITAL LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                  c/s


<page>

                                 PROMISSORY NOTE


  $250,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: February 17, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British  Columbia,  HEREBY PROMISES TO PAY to the order H.E. CAPITAL
            LTD (hereinafter referred. to as the "Lender"), of Casa De Sol, MJ19
            Paseo  Marino,  Perla  Marina,  Dominican  Republic,  the  principal
            sum  of  Two  Hundred  and  Fifty  Thousand  ($250,000)  Dollars  of
            lawful money of the United  States,  together  with interest at four
            (4%) percent per annum calculated annually,  not in advance, as well
            after as before maturity or default, on the amount of principal from
            time to time remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
H.E. CAPITAL LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                  c/s


<page>

                                PROMISSORY NOTE


  $150,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: March 01, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British  Columbia,  HEREBY PROMISES TO PAY to the order H.E. CAPITAL
            LTD (hereinafter referred. to as the "Lender"), of Casa De Sol, MJ19
            Paseo  Marino,  Perla  Marina,  Dominican  Republic,  the  principal
            sum  of  One  Hundred  and  Fifty  Thousand  ($150,000)  Dollars  of
            lawful money of the United  States,  together  with interest at four
            (4%) percent per annum calculated annually,  not in advance, as well
            after as before maturity or default, on the amount of principal from
            time to time remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
H.E. CAPITAL LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                  c/s


<page>

                                PROMISSORY NOTE


  $100,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: March 06, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British  Columbia,  HEREBY PROMISES TO PAY to the order H.E. CAPITAL
            LTD (hereinafter referred. to as the "Lender"), of Casa De Sol, MJ19
            Paseo  Marino,  Perla  Marina,  Dominican  Republic,  the  principal
            sum  of One Hundred Thousand ($100,000) Dollars of  lawful  money of
            the United  States, together  with interest at four (4%) percent per
            annum calculated annually, not in advance, as  well  after as before
            maturity or default, on the amount of principal from    time to time
            remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
H.E. CAPITAL LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                  c/s


<page>

                                PROMISSORY NOTE


  $100,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: February 09, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British Columbia, HEREBY PROMISES TO PAY to the order of 658111 B.C.
            Ltd.(hereinafter referred to as the "Lender"), of  16403-87th Street
            Osoyoos, British Columbia, the principal sum of One Hundred Thousand
            ($100,000) Dollars of  lawful  money of the United  States, together
            with interest at four(4%) percent per annum calculated annually, not
            in advance, as well after as  before  maturity  or  default, on  the
            amount of principal from time to time remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
658111 B.C.LTD.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
/s/                                                  c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                     c/s

<page>

                                PROMISSORY NOTE


  $100,000.00 (US)                                                DUE: On Demand
                           Vancouver, British Columbia

                             Dated: February 09, 2006

            FOR VALUE RECEIVED,  INGENIUM CAPITAL CORP. (hereinafter referred to
            as the "Borrower"),  of 123 Christie Mountain Lane,  Okanagan Falls,
            British Columbia, HEREBY PROMISES TO PAY to the order  of  PARADISUS
            INVESTMENTS  CORP. (hereinafter referred to as  the "Lender"), of  7
            Magnolia Place, Osoyoos, British Columbia, the principal sum  of One
            Hundred Thousand ($100,000) Dollars of  lawful  money of the  United
            States,  together  with  interest  at  four(4%)  percent  per  annum
            calculated annually, not in advance, as well after as  before
            maturity  or  default, on  the amount of principal from time to time
            remaining unpaid.

                   1.     The Borrower  will repay ON DEMAND the  principal  sum
                          outstanding  al the time of such demand  together with
                          interest accruing thereon at the aforesaid rate,at the
                          offices of the Lender; and

                   1.     The Borrower,  if it duly observes and performs all of
                          the   covenants   on  its  part  to  be  observed  and
                          performed,  is at liberty from time to time to pay off
                          all or any  part of  the principal  as remains  unpaid
                          or any part of it, together with  applicable  interest
                          on  the  amount of  principal  so paid  to the date of
                          such payment without notice or bonus.

TIE BORROWER HEREBY waives demand and presentment for  payment  and  notices  of
non-payment or protest of this Note.


THE CORPORATE SEAL OF
PARADISUS INVESTMENTS CORP.
was affixed hereto in the presence of:


/s/
-------------------------
Authorized Signatory
                                                    c/s
-------------------------
Authorized Signatory


THE CORPORATE SEAL OF
INGENIUM CAPITAL CORP.
was affixed hereto in the presence of:

/s/
-------------------------
Authorized Signatory

-------------------------
Authorized Signatory
                                                     c/s