f8k061009ex10iii_iconicbrnds.htm


    Exhibit 10.3


    


    HARBREW
IMPORTS LTD. CORP.

    AGREEMENT
TO CONVERT

    7%
CONVERTIBLE PROMISSORY NOTE

    


    


    WHEREAS,
Harbrew Imports Ltd. Corp. (the “Company”) offered for
sale to ______________, the undersigned noteholder, (the “Holder”) a 7%
Convertible Promissory Note in the principal amount of $_______ dated __________
(the “Note”)
and (a) a five year warrant to purchase 100% of the shares issuable upon
conversion of the Note exercisable at a price of $1.00 per share (the “Class A Warrant”);
and (b) a five year warrant to purchase 100% of the shares issuable upon
conversion of the Note exercisable at a price of $1.50 per share (the “Class B Warrant” and
collectively with the Class A Warrant, the “Warrants”).

    


    WHEREAS,
as payment of interest on the Note, the Company issued additional 7% Convertible
Promissory Notes to the Holder in the amount of $____________ (the “Additional Notes,”
and together with the Note, the “Notes”).

    


    WHEREAS,
it is contemplated that on June __, 2009, Paw Spa, Inc. shall enter into a
Merger Agreement with the Company (the “Merger
Agreement”).

    


    WHEREAS,
in connection with the Merger Agreement, the Company and the Holder agree to
convert the Notes into common stock of Paw Spa, Inc., par value $0.0001, (the
“Common Stock”) consistent with the terms of the Note and at a rate of $0.50 per
share of Common Stock, including any additional notes that were issued as
interest payments.

    


    WHEREAS,
in connection with the Merger Agreement, the Company and the Holder agree to
cancel the Warrants and convert it into a warrant issued by Paw Spa, Inc. in
substantially the same form as the Warrants.

    


    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

     

    
      	
              1.  

            	
              Conversion
      of Debenture.  The Holder hereby agrees to convert the full face
      amount of the all of the Notes in the aggregate amount of $________ into
      shares of Common Stock of Paw Spa at a conversion price of $0.50 per share
      and the Company hereby agrees to convert the Notes into shares of Common
      Stock of Paw Spa and issue ___________ shares of Common Stock of Paw Spa
      to the Holder.

            


    

     

    
      	
              2.  

            	
              Conversion
      of Warrants.  The Holder hereby agrees to cancel the Warrants in
      exchange for two warrants in substantially the same form and issued by Paw
      Spa, Inc. upon the closing of the Merger
  Agreement.

            


    

     

    
      	
              3.  

            	
              Delivery
      of Shares.  The Company shall deliver the full ________ shares
      of Common Stock to the Holder within five (5) days following the closing
      date of the Merger Agreement.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	
              4.  

            	
              The
      Holder hereby acknowledges that this Agreement to convert the Notes shall
      be a full conversion of all amounts due under the Notes and after
      conversion said Holder shall not own any Security of the Company other
      than the Common Stock of Paw Spa,
Inc.

            


    

     

    
      	
              5.  

            	
              Effective
      Date.  This Agreement shall become effective upon the closing of
      the Merger Agreement.  In the event that the Merger Agreement
      does not close, then this Agreement shall automatically
      terminate.

            


    

     

    
      	
              6.  

            	
              Headings.  The
      headings of this Agreement are for convenience of reference only and shall
      not form part of, or affect the interpretation of, this
      Agreement.

            


    

     

    
      	
              7.  

            	
              Severability.  In
      the event that any provision of this Agreement is invalid or unenforceable
      under any applicable statute or rule of law, then such provision shall be
      deemed inoperative to the extent that it may conflict therewith and shall
      be deemed modified to conform with such statute or rule of
      law.  Any provision hereof which may prove invalid or
      unenforceable under any law shall not affect the validity or
      enforceability of any other provision
hereof.

            


    

     

    
      	
              8.  

            	
              Entire
      Agreement; Amendments.  This Agreement contains the entire
      understanding of the parties with respect to the matters covered herein
      and therein and, except as specifically set forth herein, neither the
      Company’s nor the Holder make any representation, warranty, covenant or
      undertaking with respect to such matters.  No provision of this
      Agreement may be waived or amended other than by an instrument in writing
      signed by the party to be charged with
  enforcement.

            


    

     

    
      	
              9.  

            	
              Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of
Nevada.

            


    

     

    


     

    [REMAINDER
OF PAGE LEFT BLANK]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    [SIGNATURE
PAGE TO CONVERSION NOTICE]

     

    


     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to Convert the
Notes as of the day and year first above written.

     

    


     

    COMPANY:
HARBREW IMPORTS LTD. CORP.

     

    


    By:  ______________________

    Name: Rich
Decicco

    Title:    President
and Chief Executive Officer

    


    


    


    


    


    


    


    
      
        	
                NOTEHOLDER

                 

                _____________________

                 

                Trustee:

              	
                Amount
      of Notes:

                 

                __$______________

              	
                Number
      of Shares Convertible

                 

                __________ shares
  _________

              


      

    

    


     

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