Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.19






EXHIBIT 10.19

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

REGULATION S DEBT CONVERSION AGREEMENT

THIS AGREEMENT is made effective as of the 30th day of
  June, 2006.

BETWEEN:

THE CREDITOR LISTED ON THE
EXECUTION PAGE 
TO THIS AGREEMENT

(hereinafter called the
"Creditor")

OF THE FIRST PART 

AND: 

HASOX INC.

  a Nevada
corporation

(hereinafter called the “Company")

OF THE SECOND PART

WHEREAS:

A.          
  The Creditor has advanced funds to the Company as a loan pending completion
  by the Company of the acquisition of Magenta New Media Limited (“Magenta
  Media”).

B.          
  The Company has entered into an asset purchase agreement (the “Asset Purchase
  Agreement”) for the acquisition from the ABS Global Capital Inc. (the
  “Developers”) of certain intellectual property previously licensed
  to Magenta Media. (the “Intellectual Property”).

C.          
  The acquisition of the Intellectual Property is subject to, among other things,
  the approval of the managing partner and shareholders of the Developer, which
  approval has been obtained.

D.          
  The Creditor has agreed to convert its loan into shares of the Company’s
  common stock.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.                  
    DEFINITIONS

1.1                    
The following terms will have the following meanings for all purposes of this
Agreement.




2

	 	(a) 	
      "Agreement" shall mean this Agreement, and all schedules
      and amendments to in the Agreement.

	 	 	 
	 	(b) 	
      “Common Stock” means the shares of Common Stock of the
      Company, $0.001 par value per share.

	 	 	 
	 	(c) 	
      "Exchange Act" shall mean the United States Securities
      Exchange Act of 1934, as amended.

	 	 	 
	 	(d) 	
      “Creditor” shall mean the Creditor executing the
      signature page to this Agreement.

	 	 	 
	 	(e) 	
      "Offering" shall mean the offering of the Shares by the
      Company in exchange for the cancellation of indebtedness owed by the
      Company to certain of its creditors pursuant to Regulation S of the
      Securities Act.

	 	 	 
	 	(f) 	
      “Indebtedness” means the amount of indebtedness owed by
      the Company to the Creditor pursuant to a loan or loans advanced by the
      Creditor to the Company in the aggregate amount set forth on the execution
      page to this Agreement.

	 	 	 
	 	(g) 	
      "SEC" shall mean the United States Securities and
      Exchange Commission.

	 	 	 
	 	(h) 	
      "Securities Act" shall mean the United States Securities
      Act of 1933, as amended.

	 	 	 
	 	(i) 	
      "Shares" means those shares of Common Stock to be
      purchased by the Creditor at a price of $0.25 per Share pursuant to this
      Agreement.



1.2                    
All dollar amounts referred to in this agreement are in United States funds,
unless expressly stated otherwise.

2.                      
ISSUANCE OF SHARES IN SETTLEMENT OF INDEBTEDNESS

Subject to the terms and conditions hereinafter set forth, the
Creditor hereby agrees to accept the issuance by the Company to the Creditor of
a number of Shares equal to the amount of the Indebtedness divided by a price of
$0.25 US per Share as payment in full of the Indebtedness (the “Shares”).

Upon execution of this Agreement by the Company, the Company
will deliver to the Creditor certificates representing the Shares. Upon delivery
by the Company of the certificates representing the Shares, the Indebtedness
will be deemed to be repaid in full by the Company, the Company will have no
further liability or obligation to the Creditor in respect of the Indebtedness
and the Creditor will have no further claim or action against the Company in
respect of the Indebtedness.

The Company will register the resale by the Creditor of the
Shares on any registration statement filed by the Company with the SEC pursuant
to the Securities Act as part of the process of pursuing trading of the
Company’s common stock on the NASD OTC Bulletin Board.

Any acceptance by the Company of the Creditor is conditional
upon compliance with all securities laws and other applicable laws of the
jurisdiction in which the Creditor is resident. The Creditor will deliver to the
Company all other documentation, agreements, representations and requisite
government forms required by the lawyers for the Company as required to comply
with all securities laws and other applicable laws of the jurisdiction of the
Creditor.

The Creditor hereby authorizes and directs the Company to
deliver the securities to be issued to 




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such Creditor pursuant to this Agreement to the Creditor’s
address indicated on the signature page of this Agreement.

The Creditor acknowledges and agrees that the subscription for
the Shares and the Company's acceptance of the subscription is not subject to
any minimum subscription for the Offering.

3.                      
REGULATION S AGREEMENTS OF THE CREDITOR

3.1                    
The Creditor represents and warrants to the Company that the Creditor is not a
“U.S. Person” as defined by Regulation S of the Securities Act and is not
acquiring the Shares for the account or benefit of a U.S. Person.

A “U.S. Person” is defined by
Regulation S of the Act to be any person who is:

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 	 
	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United States;

	 	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and

	 	 	 	 
	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited Creditors [as defined
      in Section 230.501(a) of the Act] who are not natural persons, estates or
      trusts.



3.2                    
The Creditor acknowledges that the Creditor was not in the United States at the
time the offer to purchase the Shares was received or at the time that this Debt
Conversion Agreement was executed. 

3.3                    
The Creditor acknowledges that the Shares are “restricted securities” within the
meaning of the Securities Act and will be issued to the Creditor in accordance
with Regulation S of the Securities Act.

3.4                    
The Creditor agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Securities Act.

3.5                    
The Creditor and the Company agree that the Company will refuse to register any
transfer of the Shares not made in accordance with the provisions of Regulation
S of the Securities Act, pursuant to registration under the Securities Act,
pursuant to an available exemption from registration, or pursuant to this
Agreement. 




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3.6                    
The Creditor agrees to resell the Shares only in accordance with the provisions
of Regulation S of the Securities Act, pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration pursuant
to the Securities Act.

3.7                    
The Creditor acknowledges and agrees that all certificates representing the
Shares will be endorsed with the following legend in accordance with Regulation
S of the Securities Act: 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

4.                     
 REPRESENTATIONS AND WARRANTIES OF THE CREDITOR

The Creditor, represents and warrants to the Company as
follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with the sale of the Shares to such
Creditor:

4.1                    
The Creditor is an investor in securities of companies in the development stage
and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment, and has such knowledge and experience in financial or
business matters such that it is capable of evaluating the merits and risks of
the investment in the Shares. 

4.2                    
The Creditor has received and had opportunity to review a disclosure statement
relating to the Offering and has been afforded access to information about the
Company and the Company’s financial condition, results of operations, business,
properties, management and prospects sufficient it to evaluate its investment in
the Shares. The Creditor further represents that it has had an opportunity to
ask questions and receive answers from the directors and officers of the Company
regarding the terms and conditions of the Offering and the business, properties,
prospects and financial condition of the Company, each as is necessary to
evaluate the merits and risks of investing in the Shares. The Creditor believes
it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Shares. The Creditor has had full opportunity
to discuss this information with the Creditor’s legal and financial advisers
prior to execution of this Agreement.

4.3.                    
The Creditor acknowledges that the offering of the Shares by the Company has not
been reviewed by the SEC and that the Shares are being issued by the Company
pursuant to an exemption from registration under the Securities Act.

4.4                    
The Creditors understands that the Shares it is purchasing are characterized as
"restricted securities" under the Securities Act inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain limited
circumstances. In this connection, the Creditor represents that it is familiar
with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.

4.5                    
The Shares will be acquired by the Creditor for investment for the Creditor's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part 




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thereof, and that the Creditor has no present intention of
selling, granting any participation in, or otherwise distributing the same. The
Creditor does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any
third person, with respect to any of the Shares.

4.6                    
An investment in the Company is highly speculative and only Creditors who can
afford the loss of their entire investment should consider investing in the
Company and the Shares. The Creditor is financially able to bear the economic
risks of an investment in the Company.

4.7                    
The Creditor recognizes that the purchase of the Shares involves a high degree
of risk in that the Company is in the early stages of development of its
business and may require substantial funds in addition to the proceeds of this
private placement.

4.8                    
The Creditor acknowledges that no market for the Shares presently exists and
none may develop in the future and accordingly the Creditor may not be able to
liquidate its investment.

4.9                    
The Creditor is not aware of any advertisement of the Shares.

4.10                   This
Agreement has been duly authorized, validly executed and delivered by the
Creditor.

4.11                   The
Creditor has satisfied himself or herself as to the full observance of the laws
of his or her jurisdiction in connection with any invitation to subscribe for
the Shares or any use of this Agreement, including (i) the legal requirements
within his jurisdiction for the purchase of the Shares; (ii) any foreign
exchange restrictions applicable to such purchase; (iii) any governmental or
other consents that may need to be obtained; (iv) the income tax and other tax
consequences, if any, that may be relevant to an investment in the Shares; and
(v) any restrictions on transfer applicable to any disposition of the Shares
imposed by the jurisdiction in which the Creditor is resident.

5.                      
REPRESENTATIONS BY THE COMPANY

5.1                     The
Company represents and warrants to the Creditor that:

	 	(a) 	
      the Company is a corporation duly organized, existing and
      in good standing under the laws of the State of Nevada and has the
      corporate power to conduct the business which it conducts and proposes to
      conduct;

	 	 	 
	 	(b) 	
      upon issue, the Shares will be duly and validly issued,
      fully paid and non- assessable common shares in the capital of the
      Company.



6.                      
MISCELLANEOUS

6.1                    
  Any notice or other communication given hereunder shall be deemed sufficient
  if in writing and sent by registered or certified mail, return receipt requested,
  addressed to the Company at its registered office, attention: Nathan Amery,
  Director, and to the Creditor at his/her address indicated on the last page
  of this Subscription Agreement. Notices shall be deemed to have been given on
  the date of mailing, except notices of change of address, which shall be deemed
  to have been given when received.

6.2                     The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.

6.3                     This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada applicable to contracts made and to be performed therein. The
parties 




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hereby submit to personal jurisdiction in the Courts of the
State of Nevada for the enforcement of this Agreement and waive any and all
rights under the laws of any state to object to jurisdiction within the State of
Nevada for the purposes of litigation to enforce this Agreement.

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above.

	Amount of Indebtedness: 	 
	  	Amount of Indebtedness to be Converted into
    
	  	Shares 
	 	 
	  	  
	Number of Shares: 	 
	  	Number of Shares equals Amount of 
	  	Indebtedness divided by $0.25 US per Share
    
	 	 
	  	  
	Signature of Creditor: 	 
	  	  
	Name of Authorized Signatory (If 	 
	applicable): 	  
	  	 
	Name of Creditor: 	  
	  	 
	Address of Creditor: 	  
	  	 
	  	  
	 	 
	ACCEPTED BY: 	  
	 	 
	HASOX INC	 
	 	 
	Signature of Authorized Signatory: 	/signature – Nathan Amery
	 	 
	Name of Authorized Signatory: 	/Nathan Amery
	 	 
	Position of Authorized Signatory: 	/President
	 	 
	Date of Acceptance: 	30th June, 2006