ex101.htm


    PURCHASE
AGREEMENT

     

    


    THIS PURCHASE AGREEMENT (the
“Agreement”) is dated
for reference the 10th day of February, 2009 (the “Effective Date”).

    


    AMONG:

    


    AEON
HOLDINGS INC.

    a
company incorporated under the laws of the state of Delaware, with an
executive

    office at 5550
152nd Street, Suite 206, Surrey, British Columbia, V3S 5J9

    


    (the “Buyer”)

    


    AND:

    


    GREEN
STAR ENERGIES, INC.

    a
company incorporated under the laws of the state of Nevada, with an
executive

    office at 10000 NE
7th Avenue, Suite 100-C, Vancouver, Washington, 98685

    


    (the “Seller”)

    


    WHEREAS the Seller wishes to
sell to the Buyer, and the Buyer wishes to purchase from the Seller, the JV
Interest (as defined below), as contemplated by and on the terms set forth in
this Agreement.

    


    NOW THEREFORE in consideration
of the mutual covenants and agreements contained in this Agreement and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

    


    
      	
              1.

            	
              PURCHASE
      AND SALE

            


    

    


    
      	
              1.1

            	
              Subject to
      the terms of this Agreement, the Buyer agrees to purchase
      the Seller’s interest in the joint venture with Bialy Gas Production LLC
      (“Bialy”), as set
      out in the Joint Venture Agreement between Bialy and Titan Oil and Gas
      Inc. attached hereto as  Schedule 5 (the “JV Interest”)

            


    

    


    
      	
              1.2

            	
              At the
      Closing (as defined below), as consideration for the JV Interest, the
      Buyer shall issue and deliver to the
Seller:

            


    

    


    
      	
               
      

            	
              (a)

            	
              9,000,000
      shares of the Buyer’s common stock;

            


    

    


    
      	
               
      

            	
              (b)

            	
              warrants to
      purchase 2,000,000 shares of the Buyer’s common stock at a price of $0.10
      per share, exercisable within two (2) years of the
  Closing;

            


    

    


    
      	
               
      

            	
              (c)

            	
              warrants to
      purchase 4,000,000 shares of the Buyer’s common stock at a price of $0.15
      per share, exercisable within two (2) years of the Closing;
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              warrants to
      purchase 1,000,000 shares of the Buyer’s common stock at a price of $0.20
      per share, exercisable within two (2) years of the
  Closing.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              1.3

            	
              Immediately
      prior to the Closing, as additional consideration for the JV Interest, the
      Buyer shall enter into a Management Agreement with the Seller which shall
      include the following terms:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Seller
      shall manage all operations of the Buyer for a term of not less than three
      (3) years (the “Term”), including
      managing projects, acquisitions, financing, corporate structuring and
      administrative work, as well as any outstanding legal or accounting needs
      (the “Services”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Seller
      shall acknowledge that the Buyer is a fully reporting public company in
      the United States and is subject to the filing requirements of British
      Columbia Instrument 51-509 and shall covenant to ensure that the Buyer
      remains current with all applicable securities laws and
      regulations;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the Seller
      shall ensure that if the Buyer files a Registration Statement on Form S-8
      with the United States Securities and Exchange Commission (the “SEC”) that the Buyer
      shall not issue any S-8 shares of its common stock except in accordance
      with all applicable securities laws and
  regulations;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the Seller
      shall file a Schedule 13D and a Form 3 with the SEC within two (2) days of
      the Closing, and shall arrange for the filing of Personal Information
      Forms for each of the Seller’s officers and directors on SEDAR within ten
      (10) days of the Closing;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the Buyer
      shall, after the Closing, issue 1,000,000 shares of the Buyer’s preferred
      stock to the Seller as compensation for providing the Services over the
      course of the Term;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the Buyer
      shall, after the Closing, submit for shareholder approval resolutions that
      establish the following rights and restrictions of shares of the Buyer’s
      preferred stock:

            


    

    


    
      	
               
      

            	
              (i)

            	
              conversion
      rights to shares of the Buyer’s common stock at a one (1) to one (1)
      ratio;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              voting rights
      for each share of the Buyer’s preferred stock equivalent to fifty (50)
      shares of the Buyer’s common stock;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              no dividend
      or liquidation rights.

            


    

    


    
      	
              1.4

            	
              The Buyer
      shall issue the following shares of its common stock as consideration for
      arranging and negotiating the transaction contemplated by this
      Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              350,000
      restricted shares to Tunbridge-Cluny Management Corp. (“TCMC”), certificates
      representing 150,000 of which shall be delivered six (6) months from the
      Closing and certificates representing 200,000 of which shall be delivered
      nine (9) months from the Closing;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              350,000
      restricted shares to 676793 BC Ltd. (“BCL”), certificates
      representing 150,000 of which shall be delivered six (6) months from the
      Closing and certificates representing 200,000 of which shall be delivered
      (9) months from the Closing.

            


    

    


    
      	
              1.5

            	
              The Buyer
      shall consent to removing the restrictive legends on any shares of the
      Buyer’s common stock held by TCMC or BCL, or any permitted transferee
      thereof, six (6) months after the Closing, in accordance with applicable
      U.S. securities laws.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              1.6

            	
              At the
      Closing, the Buyer shall transfer certain of its assets to its
      wholly-owned subsidiary Novori Jewelry Inc. (the “Subsidiary”), as
      described in Schedule 2 attached hereto. The Subsidiary shall assume all
      outstanding debt obligations of the Buyer
  except:

            


    

    


    
      	
               
      

            	
              (a)

            	
              those
      described in Schedule 1 attached
hereto;

            


    

    


    
      	
               
      

            	
              (b)

            	
              $48,125 owed
      to CX Digital as of the Effective Date, payable by the Buyer in fourteen
      (14) monthly installments of $3,437.50 per month on the tenth (10th) day
      of each month, with the first installment due not less than thirty (30)
      days after the Closing; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              $20,900 owed
      to the Buyer’s auditor as of the Effective Date, payable by the Buyer as
      soon as is reasonably practicable.

            


    

    


    
      	
              1.7

            	
              At the
      Closing, the Buyer shall execute convertible promissory notes covering
      $180,975 of the Buyer’s outstanding debt obligations as described in
      Schedule 1 attached hereto, in substantially in the form attached hereto
      as Schedule 3 and Schedule 4.

            


    

    


    
      	
              1.8

            	
              At the
      Closing, the Buyer shall sell the Subsidiary to Harold Schaffrick and Mark
      Neild (collectively the “Founders”), in exchange
      for which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Buyer
      shall agree to cancel all issued and outstanding shares of its preferred
      stock held by the Founders, including any rights to purchase or otherwise
      receive shares of such preferred
stock;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Founders
      shall resign from their positions as officers of the
  Buyer;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the Founders
      shall tender their resignations as directors of the Buyer, to become
      effective once Brandon Toth and Vic Devlaeminck are duly appointed as
      directors of the Buyer;

            


    

    


    
      	
               
      

            	
              (d)

            	
              each Founder
      shall agree not to transfer shares of the Buyer’s common stock for gross
      proceeds that exceed $8,000 in any calendar month within four (4) months
      of the Effective Date, or gross proceeds that exceed $16,000 in any
      calendar month thereafter, if the Buyer fails to make any payment required
      under the convertible promissory note attached hereto as Schedule 3 (the
      “Note”). The Buyer
      acknowledges that any transfer made pursuant to this paragraph shall not
      reduce the amount owed by the Buyer to the Subsidiary under the
      Note;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the Founders
      shall, upon request, provide copies of their trading account statements to
      the Buyer to demonstrate their compliance with paragraph 1.8(d) of this
      Agreement.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2. 

            	
              CLOSING

            


    

    


    
      	
              2.1

            	
              The closing
      of the transactions contemplated by this Agreement (the “Closing”) shall occur as
      soon as practicable after this Agreement is executed by the parties
      hereto, following the name change of the Buyer to Aeon Holdings Inc. and
      approval by NASDAQ of the symbol change of the
  Buyer.

            


    

    


    
      	
              2.2

            	
              In addition
      to the covenants of the Buyer set out in section 1, at the
      Closing:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Buyer
      shall purchase the JV Interest held by the
  Seller;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Seller
      shall transfer the JV Interest to the Buyer, free of any liens,
      encumbrances, or restrictions;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the Buyer
      shall appoint Brandon Toth as its President, Chief Executive Officer and
      Secretary;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the Buyer
      shall appoint Vic Devlaeminck as its Chief Financial Officer, Principal
      Accounting Officer and Treasurer;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the Buyer
      shall file a Schedule 14F with the SEC disclosing the appointments of
      Brandon Toth and Vic Devlaeminck as directors of the Buyer, each of whom
      shall be appointed approximately ten (10) days after the Schedule 14F is
      distributed to all of the Buyer’s shareholders of
  record;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the Buyer
      shall make available to its new officers all corporate books and documents
      and any and all property or material agreements to which it is a party;
      and

            


    

    


    
      	
               
      

            	
              (g)

            	
              the Buyer
      shall consent to removing the restrictive legends on 450,000 shares of the
      Buyer’s common stock held by the Founders, in accordance with applicable
      U.S. securities laws.

            


    

    


    
      	
              2.3

            	
              At the
      Closing, the Seller shall provide the Buyer with a certificate, signed by
      an authorized signatory of the Seller, stating that each of the
      representations and warranties made by the Seller in this Agreement is
      true and correct in all material respects as of the Closing, except for
      changes contemplated, permitted, or required by this Agreement, and that
      the Buyer has performed and complied with all agreements, covenants, and
      conditions required by this Agreement to be performed and complied with by
      it before the Closing.

            


    

    


    
      	
              2.4

            	
              At the
      Closing, the Buyer shall provide the Seller with a certificate, signed by
      an authorized signatory of the Buyer, stating that each of the
      representations and warranties made by the Buyer in this Agreement is true
      and correct in all material respects as of the Closing except for changes
      contemplated, permitted, or required by this Agreement and that the Buyer
      has performed and complied with all agreements, covenants, and conditions
      required by this Agreement to be performed and complied with by it before
      the Closing.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              3.1 

            	
              Representations
      and Warranties of the Seller

            


    

    


    
      	
               
      

            	
              (a)

            	
              Organization;
      Power. The Seller is a corporation incorporated and legally
      existing under the laws of the state of Nevada, and has all requisite
      corporate power and authority to enter into this Agreement and to perform
      its obligations hereunder.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Authorization.
      The execution, delivery and performance of this Agreement and all other
      agreements contemplated by this Agreement to which the Seller is a party
      have been duly and validly authorized by all necessary corporate action of
      the Seller. This Agreement and all other agreements contemplated by this
      Agreement, when executed and delivered by the parties thereto, shall
      constitute legal, valid, and binding obligations of the Seller,
      enforceable against the Seller in accordance with their terms, except as
      such enforceability may be limited by applicable bankruptcy, insolvency
      and similar laws affecting the rights of creditors generally or judicial
      limits on equitable remedies.

            


    

    


    
      	
               
      

            	
              (c)

            	
              JV Interest.
      The JV Interest consists of the
following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              thirteen (13)
      mineral leases covering sixty-one (61) oil and gas wells, including
      twenty-seven (27) productive oil and gas wells, located on 500 acres in
      the Crows Run Field in western
Pennsylvania;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the option to
      purchase two (2) mineral leases covering sixteen (16) oil and gas wells,
      located in the Crows Run Field in western
  Pennsylvania;

            


    

    


    
      	
               
      

            	
              (collectively,
      the “Leases”)

            


    

    


    
      	 	
              (iii)

            	
              a
      twelve-and-a-half percent (12.5%) overriding royalty on the production of
      oil and gas from the Leases in favour of Bialy, calculated as a percentage
      of gross revenue.

            


    

    


    
      	
               
      

            	
              (d)

            	
              JV Interest
      Production. The Leases produced the following number of barrels of
      oil:

            


    

    


    
      	
               
      

            	
              (i)

            	
              659.4 in
      2007; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              1,117.54 in
      2006.

            


    

    


    
      	
               
      

            	
              (e)

            	
              JV Interest Production
      Cost. The average cost of producing each barrel of oil from the
      Leases, including contracting and electrical expenses,
  was:

            


    

    


    
      	
               
      

            	
              (i)

            	
              $20.71 in
      2007; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              $19.88 in
      2006.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (f)

            	
              Conduct of Business;
      Liabilities. The Seller is not in default under, and no condition
      exists that with notice or lapse of time or both would constitute a
      default of the Seller under:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any mortgage,
      loan agreement, indenture, evidence of indebtedness, or other instrument
      evidencing borrowed money to which the Seller is a party or by which the
      Seller or the JV Interest is bound;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any judgment,
      order or injunction of any court, arbitrator or governmental agency that
      would reasonably be expected to affect materially and adversely the JV
      Interest or the Seller’s business, financial condition or results of
      operations.

            


    

    


    
      	
               
      

            	
              (g)

            	
              No Adverse
      Consequences. The execution, delivery and performance of this
      Agreement by the Seller will not:

            


    

    


    
      	
               
      

            	
              (i)

            	
              result in the
      creation or imposition of any lien, security interest, charge or
      encumbrance on the JV Interest;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              violate or
      conflict with, or result in a breach of, any provision of the Seller’s
      Articles of Incorporation or
Bylaws;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              violate any
      law, judgment, order, injunction, decree, rule, regulation or ruling of
      any governmental authority applicable to the Seller or the JV Interest;
      or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              conflict
      with, constitute grounds for termination or acceleration of, result in the
      breach of the terms, conditions, or provisions of, result in the loss of
      any benefit to the Seller under, or constitute a default under (whether by
      virtue of the application of a “change of control” provision or otherwise)
      any agreement, instrument, license or permit to which either the Seller is
      a party or by which the Seller is
bound.

            


    

    


    
      	
               
      

            	
              (h)

            	
              No Undisclosed
      Liabilities. The JV interest is not subject to any material
      liability or obligation.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Litigation.
      There are no actions, suits, proceedings, orders, investigations, or
      claims pending or, to the Seller’s knowledge, threatened against the
      Seller or the JV Interest, at law or in equity, and the Seller is not
      subject to any arbitration proceedings or, to the Seller’s knowledge, any
      governmental investigations or
inquiries.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Tax Matters.
      The Seller has filed all United States, state, local and foreign tax
      returns and reports required to be filed and has paid all taxes shown as
      due thereon, and no taxing authority has asserted any deficiency in the
      payment of any tax or has informed the Seller that it intends to assert
      any such deficiency or to make any audit or other investigation of the
      Seller for the purpose of determining whether such a deficiency should be
      asserted against the Seller.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Compliance with
      Laws. The Seller is in material compliance with all laws, statutes,
      ordinances, regulations, orders, judgments or decrees applicable to it,
      the enforcement of which, if the Seller were not in compliance therewith,
      would have a material adverse effect on the business and operations of the
      Seller. The Seller has not received any notice of any asserted present or
      past failure by the Seller to comply with such laws, statutes, ordinances,
      regulations, orders, judgments or
decrees.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Environmental, Health
      and Safety Matters. The Seller has obtained, has complied with, and
      is in compliance with, in each case in all material respects, all permits,
      licenses and other authorizations that are required pursuant to applicable
      environmental, health and safety legislation for the JV Interest. The
      Seller has not received any written or oral notice, report or other
      information regarding any actual or alleged material violation of any
      applicable environmental, health and safety legislation, or any material
      liabilities or potential material liabilities (whether accrued, absolute,
      contingent, unliquidated or otherwise), including any material
      investigatory, remedial or corrective obligations, relating to the JV
      Interest arising under applicable environmental, health and safety
      legislation.

            


    

    


    
      	
               
      

            	
              (m)

            	
              Permits and
      Licenses. The Seller holds, and at all times has held, all permits
      necessary to operate the JV Interest pursuant to all applicable statutes,
      laws, ordinances, rules and regulations of all government bodies, agencies
      and other authorities, except when the failure to hold any permit would
      not have a material adverse effect on the JV Interest. The Seller is in
      material compliance with all the terms of each permit, and there are no
      claims of material violation by the Seller of any permit. All applicable
      government entities and agencies that have issued any permits have
      consented or, prior to the Closing, shall have consented (when such
      consent is necessary) to the transfer of the JV Interest without requiring
      any modification of the Seller’s rights or obligations under such
      permits.

            


    

    


    
      	
               
      

            	
              (n)

            	
              Accuracy of
      Representations and Warranties. None of the representations and
      warranties of the Seller contain any untrue statement of material fact or
      omit any material fact necessary to the statements contained in this
      Agreement not misleading.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.2 

            	
              Representations
      and Warranties of the Buyer

            


    

    


    
      	
               
      

            	
              (a)

            	
              Organization;
      Power. The Buyer is a corporation incorporated and legally existing
      under the laws of the state of Delaware, and has all requisite corporate
      power and authority to enter into this Agreement and to perform its
      obligations hereunder.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Authorization.
      The execution, delivery and performance of this Agreement and all other
      agreements contemplated by this Agreement to which the Buyer is a party
      have been duly and validly authorized by all necessary corporate action of
      the Buyer. This Agreement and all other agreements contemplated by this
      Agreement, when executed and delivered by the parties thereto, shall
      constitute legal, valid and binding obligations of the Buyer, enforceable
      against the Buyer in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency and
      similar laws affecting the rights of creditors generally or judicial
      limits on equitable remedies.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No Conflict with Other
      Instruments or Agreements. The execution, delivery and performance
      of this Agreement by the Buyer shall
not:

            


    

    


    
      	
               
      

            	
              (i)

            	
              violate or
      conflict with, or result in a breach of, any provision of the Buyer’s
      Articles of Incorporation or
Bylaws;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              violate any
      law, judgment, order, injunction, decree, rule, regulation or ruling of
      any governmental authority applicable to the Buyer;
  or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              conflict
      with, constitute grounds for termination or acceleration of, result in a
      breach of the terms, conditions, or provisions of, result in the loss of
      any benefit to the Buyer under, or constitute a default under (whether by
      virtue of the application of a “change of control” provision or otherwise)
      any agreement, instrument, license or permit to which either the Buyer is
      a party or by which the Buyer is
bound.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Governmental
      Authorities. The Buyer is not required to submit any notice,
      report, or other filing with any government or regulatory authority in
      connection with the Buyer’s execution, delivery and performance of this
      Agreement, and no consent, approval, or authorization of any government or
      regulatory authority is required to be obtained by the Buyer in connection
      with the Buyer’s execution, delivery and performance of this
      Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Litigation.
      There are no actions, suits, proceedings, orders, investigations or claims
      pending or, to the Buyer’s knowledge, threatened against the Buyer or its
      properties, assets, operations or businesses, at law or in equity, and the
      Buyer is not subject to any arbitration proceedings or, to the Buyer’s
      knowledge, any governmental investigations or
  inquiries.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Investment
      Representations.  The Buyer is primarily using public
      equity as a means to finance its operations but reserves the right to
      partner, joint venture and/or otherwise finance the JV Interest as it sees
      fit.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Commencing
      Operations.  The Buyer represents that it will begin work
      on the JV Interest within a reasonable amount of time. Plans and
      operations shall be disclosed to the Seller on an ongoing
      basis.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Accuracy of
      Representations and Warranties.  None of the
      representations or warranties of the Buyer contain any untrue statement of
      material fact or omit any material fact necessary to make the statements
      contained in this Agreement not
misleading.

            


    

    


    
      	
              3.3

            	
              All
      representations, warranties, covenants and agreements made in this
      Agreement or in any exhibit, schedule, certificate or agreement delivered
      in accordance with this Agreement shall survive the Closing. The Seller’s
      representations and warranties shall survive the Closing for a period of
      not less than two (2) years, with the exception of warranties of title,
      which shall survive in accordance with the provisions of applicable
      laws.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
              4. 

            	
              CONDITIONS
      PRECEDENT

            


    

    


    
      	
              4.1 

            	
              Conditions
      Precedent to the Buyer’s
Obligations

            


    

    


    
      	
               
      

            	
              (a)

            	
              Available
      Information. The Seller shall
      have provided the Buyer with all available information regarding the JV
      Interest.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Transfer of
      Shares. The Founders shall have entered into agreements to transfer
      500,000 of the 950,000 shares of the Buyer’s common stock held by the
      Founders into the names of Petro Lucre LLC and Eric Schinderman,
      equally.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Representations and
      Warranties. Each of the representations and warranties made by the
      Seller in this Agreement shall be true and correct in all material
      respects at the Closing with the same effect as though such
      representations and warranties were made at that time, except for changes
      contemplated, permitted or required by this Agreement. The Seller shall
      have performed and complied with all agreements, covenants and conditions
      required of the Seller under this
Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              No Proceeding or
      Litigation. No action, investigation, suit or proceeding by or
      before any court, government or regulatory authority shall have been
      commenced and be continuing against the Seller, and no action,
      investigation, suit or proceeding shall have been threatened against the
      Seller or any of its affiliates, associates, officers or directors,
      seeking to restrain, prevent or alter the terms of this Agreement,
      questioning the validity or legality of this Agreement or seeking damages
      in connection with this Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Material
      Change. The Seller shall not have suffered any material adverse
      change in its business, prospects, financial condition, working capital,
      assets, liabilities (absolute, accrued, contingent, or otherwise) or
      operations.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Corporate
      Action. The Seller shall have furnished the Buyer with a copy,
      certified by an authorized signatory of the Seller, of the Seller’s
      resolutions authorizing the execution, delivery and performance of this
      Agreement.

            


    

    


    
      	
              4.2 

            	
              Conditions
      Precedent to the Seller’s
Obligations

            


    

    


    
      	
               
      

            	
              (a)

            	
              Debt
      Obligations. The Buyer shall have outstanding debt obligations to
      no more than four (4) creditors, with the aggregate outstanding debt
      obligations not exceeding $250,000. The Subsidiary shall assume all
      outstanding debt obligations of the Buyer as described in subsection
      1.5.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Shares.
      Immediately prior to the Closing, there shall be no more than 2,160,000
      issued and outstanding shares of the Buyer’s common
  stock.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Representations and
      Warranties. Each of the representations and warranties made by the
      Buyer in this Agreement shall be true and correct in all material respects
      at the Closing with the same effect as though such representations and
      warranties were made at that time, except for changes contemplated,
      permitted or required by this Agreement. The Buyer shall have performed
      and complied with all agreements, covenants, and conditions required of
      the Buyer under this Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              No Proceeding or
      Litigation. No action, investigation, suit or proceeding by or
      before any court, government or regulatory authority shall have been
      commenced and be continuing against the Buyer, and no action,
      investigation, suit or proceeding shall have been threatened against the
      Buyer or any of its affiliates, associates, officers or directors, seeking
      to restrain, prevent or alter the terms of this Agreement, questioning the
      validity or legality of this Agreement or seeking damages in connection
      with this Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Corporate
      Action. The Buyer shall have furnished the Seller with a copy,
      certified by an authorized signatory of the Buyer, of the Buyer’s
      resolutions authorizing the execution, delivery and performance of this
      Agreement.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
              5. 

            	
              CONDUCT
      OF THE SELLER PENDING THE CLOSING

            


    

    


    
      	
              5.1

            	
              Prior to the
      Closing, the Seller shall operate the JV Interest in a manner consistent
      with past practice, and the Seller shall continue to use its reasonable
      efforts to keep available the services of current management and to
      preserve its current relationships with persons having business dealings
      with it.

            


    

    


    
      	
              5.2

            	
              Prior to the
      Closing, the Seller shall use, preserve and maintain, as far as
      practicable, in the ordinary course of business, the JV Interest to the
      same extent and in the same condition as on the date of this Agreement.
      Without the Buyer’s prior written consent, the Seller shall not sell,
      transfer or encumber the JV Interest or make any commitments relating to
      the JV Interest, except in the ordinary course of
  business.

            


    

    


    
      	
              5.3

            	
              The Seller
      shall comply in all material respects with all statutes, laws, ordinances,
      rules and regulations applicable to the Seller and the JV Interest in the
      ordinary course of business.

            


    

    


    
      	
              5.4

            	
              Prior to the
      Closing, the Seller shall notify the Buyer promptly of any material any
      material adverse change in the JV
Interest.

            


    

    


    
      	
              6. 

            	
              JOINT
      COVENANTS

            


    

    


    
      	
              6.1

            	
              Without
      limiting any other obligations of the Seller and the Buyer herein, the
      Seller and the Buyer shall each use their best efforts to comply with all
      applicable securities laws and to satisfy the conditions set forth in this
      Agreement.

            


    

    


    
      	
              6.2

            	
              No press
      releases, other public announcements or notices to customers concerning
      the transactions contemplated by this Agreement shall be made by the Buyer
      or the Seller without the prior written consent of the other party, which
      consent shall not be unreasonably withheld; provided, however, that
      nothing herein shall prevent the parties from supplying information or
      making statements as required by any government authority or in order for
      the parties to satisfy their legal obligations (prompt notice of which
      shall, in any such case, be given to the
  parties).

            


    

    


    
      	
              6.3

            	
              On the
      reasonable request of any party after the Closing, the other parties shall
      take all action and execute all documents and instruments necessary or
      desirable to consummate and give effect to this
  Agreement.

            


    

    


    
      	
              7. 

            	
              TERMINATION

            


    

    


    
      	
              7.1

            	
              This
      Agreement may only be terminated in writing with the mutual consent of the
      parties hereto.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    
      	
              8. 

            	
              INDEMNIFICATION

            


    

    


    
      	
              8.1

            	
              Notwithstanding
      any investigation by the Buyer, from and after the Closing, the Seller
      shall indemnify, hold harmless, and defend the Buyer and its subsidiaries,
      shareholders, affiliates, officers, directors, employees, agents,
      successors and permitted assigns (collectively, the “Buyer’s Indemnified
      Persons”) from and against, and reimburse each of the Buyer’s
      Indemnified Persons with respect to, any and all losses, damages,
      liabilities, costs, and expenses, including interest from the date of such
      loss to the time of payment, penalties, and reasonable attorney fees
      (collectively, “Damages”) incurred by
      any of the Buyer’s Indemnified Persons by reason of or arising out of or
      in connection with any breach or inaccuracy of any surviving
      representation or warranty of the Seller made in this Agreement, and any
      failure by the Seller to perform any covenant required to be performed by
      the Seller pursuant to this Agreement. This indemnification extends to any
      Damages suffered by any of the Buyer’s Indemnified Persons, whether or not
      a claim is made against any of the Buyer’s Indemnified Persons by any
      third party.  The Seller’s liability pursuant to this
      indemnification shall not exceed the consideration the Seller shall
      receive pursuant to this Agreement.

            


    

    


    
      	
              8.2

            	
              Notwithstanding
      any investigation by the Seller, from and after the Closing, the Buyer
      shall indemnify, hold harmless, and defend the Seller and its
      subsidiaries, shareholders, affiliates, officers, directors, employees,
      agents, successors and permitted assigns (collectively, the “Seller’s Indemnified
      Persons”) from and against, and reimburse each of the Seller’s
      Indemnified Persons with respect to, any and all Damages incurred by any
      of the Seller’s Indemnified Persons by reason of or arising out of or in
      connection with any breach or inaccuracy of any representation or warranty
      of the Buyer made in this Agreement, and any failure by the Buyer to
      perform any covenant required to be performed by the Buyer pursuant to
      this Agreement. This indemnification extends to any Damages suffered by
      any of the Seller’s Indemnified Persons, whether or not a claim is made
      against any of the Seller’s Indemnified Persons by any third party. The
      Buyer’s liability pursuant to this indemnification shall not exceed the
      consideration the Buyer shall receive pursuant to this
      Agreement.

            


    

    


    
      	
              9. 

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              9.1

            	
              Waiver. The
      failure of any party to comply with any obligation, covenant, agreement or
      condition in this Agreement may be waived by the party entitled to the
      performance of such obligation, covenant or agreement or by the party who
      has the benefit of such condition, but such waiver or failure to insist on
      strict compliance with such obligation, covenant, agreement or condition
      shall not operate as a waiver of, or estoppel with respect to, any
      subsequent or other failure.

            


    

    


    
      	
              9.2

            	
              Amendment. This
      Agreement may not be amended unless consented to in writing by the Buyer,
      the Seller and each of the
Founders.

            


    

    


    
      	
              9.3

            	
              Assignment.
      This Agreement may not be assigned by either party without the prior
      written consent of the other party
hereto.

            


    

    


    
      	
              9.4

            	
              Stock Splits.
      The parties to this agreement agree that no forward or reverse splits of
      the Buyer’s common stock shall be permitted for a period of not less than
      two (2) years unless agreed upon in writing by the
  parties.

            


    

    


    
      	
              9.5

            	
              Notices. Any
      notice or communication required or permitted to be given under this
      Agreement shall be given in writing and shall be considered to have been
      given if delivered by hand, transmitted by facsimile transmission or
      mailed by prepaid registered post in Canada or in the United States, to
      the address or facsimile transmission number of each party set out
      below:

            


    

    


    To
the Buyer:

    


    Aeon Holdings
Inc.

    5550 152nd Street,
Suite 206

    Surrey, BC V3S
9L1

    Facsimile: (866)
791-5083

    


    To
the Seller:

    


    Green Star
Energies, Inc.

    Attn: Brandon
Toth

    10000 NE 7th
Avenue, Suite 100-C

    Vancouver, WA
98685

    Facsimile: (877)
284-0903

    


    or
to such other address or facsimile transmission number as either party may
designate in the manner set out above;

    


    
      	
               
      

            	
              Any notice or
      communication shall be considered to have been
  received:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if delivered
      by hand during business hours on a business day, upon receipt by a
      responsible representative of the receiving party, and if not delivered
      during business hours, upon the commencement of business on the next
      business day;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if sent by
      facsimile transmission during business hours on a business day, upon the
      sender receiving confirmation of the transmission, and if not transmitted
      during business hours, upon the commencement of business on the next
      business day; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if mailed by
      prepaid registered post in Canada or the United States, upon the fifth
      business day following posting; except that, in the case of a disruption
      or an impending or threatened disruption in postal services every notice
      or communication shall be delivered by hand or sent by facsimile
      transmission.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    
      	
              9.6

            	
              Arbitration. All disputes
      arising under this Agreement shall be arbitrated by a mediator agreed upon
      by the parties prior to commencing any
  litigation.

            


    

    


    
      	
              9.7

            	
              Currency. All
      references to currency in this Agreement are to U.S. dollars unless
      otherwise stated.

            


    

    


    
      	
              9.8

            	
              Time of the
      Essence. Time shall be of the essence of this
      Agreement.

            


    

    


    
      	
              9.9

            	
              Invalidity. The invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision and any such invalid or
      unenforceable provision shall be deemed to be
  severable.

            


    

    


    
      	
              9.10

            	
              Entire
      Agreement. The provisions of
      this Agreement constitute the entire agreement between the parties and
      supersede all previous communications, representations and agreements,
      whether oral or written, between the parties with respect to the subject
      matter of this Agreement.

            


    

    


    
      	
              9.11

            	
              Enurement. This Agreement
      shall enure to the benefit of and be binding upon the parties and, except
      as otherwise provided or as would be inconsistent with the provisions of
      this Agreement, their respective heirs, executors, administrators,
      successors and assigns.

            


    

    


    
      	
              9.12

            	
              Independent Legal
      Advice. Each of the parties to this Agreement confirms and
      acknowledges that it has been provided with an opportunity to seek
      independent legal advice with respect to its rights, entitlements,
      liabilities and obligations hereunder and understands that it has been
      recommended that such advice be sought prior to entering into this
      Agreement.

            


    

    


    
      	
              9.13

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument. In the event that this Agreement is signed by one party and
      faxed to another, the parties agree that a faxed signature shall be
      binding upon the parties as though the signature was an
      original.

            


    

    


    


    IN WITNESS WHEREOF this
Agreement has been executed by the parties, and is effective as of the date of
the last signature appearing below.

    


    


    GREEN
STAR ENERGIES, INC.

    


    Per:

    


    


    /s/
Brandon
Toth                                                                                                               
February
10, 2009

    Brandon Toth,
President                                                                                                           Date

    


    


    AEON
HOLDINGS INC.

    


    Per:

    


    


    /s
Harold
Schaffrick                                                                                                          
February 10,
2009

    Harold Schaffrick,
Chief Executive
Officer                                                                                   Date

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    SCHEDULE
1

    


    OUTSTANDING
DEBT OBLIGATIONS OF THE BUYER

    


    
      	
              1.

            	
              Convertible
      Promissory Note 1 ($100,000)

            


    

    


    Payable to a
creditor of the Buyer designated by the Subsidiary in sixteen (16) monthly
installments of $6,250 per month with the first installment due on May 1, 2009,
and the rest of the installments due every month thereafter on the first (1st)
day of each month for a period of fifteen (15) months or until the outstanding
Principal Balance (as defined in Schedule 3 hereto), together with any accrued
interest and any fees or charges, has been paid.

    


    2.         Convertible
Promissory Note 2 ($80,975)

    


    
      	
               
      

            	
              Payable to
      the Subsidiary as follows until the outstanding Principal Balance,
      together with any accrued interest and any fees or charges, has been
      paid:

            


    

    


    “Immediate Debts”
of $5,000 payable to the Subsidiary in one (1) installment, due ten (10) days
after the Effective Date.

    


    “Short-Term Debts”
of $46,875 payable to the Subsidiary in three (3) installments of $15,625 every
thirty (30) days with the first installment due thirty (30) days after the
Effective Date.

    


    “Mid-Term Debts” of
$29,100 payable to the Subsidiary in sixteen (16) monthly installments of
$1,818.75 per month with the first installment due on May 1, 2009, and the rest
of the installments due every month thereafter on the first (1st) day of each
month for a period of fifteen (15) months.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2

    


    TRANSFER
OF ASSETS

    


    The Buyer shall
transfer the following assets to the Subsidiary, Novori Jewelry Inc., a Delaware
corporation:

    


    
      	
               
      

            	
              (a)

            	
              ownership of
      the Buyer’s website URL;

            


    

    


    
      	
               
      

            	
              (b)

            	
              customer
      lists relating to the current and past business of the
    Buyer;

            


    

    


    
      	
               
      

            	
              (c)

            	
              vendor lists
      and supplier contacts of the Buyer;

            


    

    


    
      	
               
      

            	
              (d)

            	
              current
      business phone and fax numbers of the
Buyer;

            


    

    


    
      	
               
      

            	
              (e)

            	
              all website
      code, graphics, images, content, text and logos used by the
      Buyer;

            


    

    


    
      	
               
      

            	
              (f)

            	
              all current
      online jewelry advertising agreements to which the Buyer is a
      party;

            


    

    


    
      	
               
      

            	
              (g)

            	
              the merchant
      account associated with the Buyer’s
website;

            


    

    


    
      	
               
      

            	
              (h)

            	
              all bank
      accounts currently held by the
Buyer;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the Buyer’s
      Canadian subsidiary, Novori Marketing Inc., and all bank accounts
      associated with such subsidiary;

            


    

    


    
      	
               
      

            	
              (j)

            	
              all bank
      accounts associated with the
Subsidiary;

            


    

    


    
      	
               
      

            	
              (k)

            	
              the Buyer’s
      leases for its Canadian and U.S. offices;
and

            


    

    


    
      	
               
      

            	
              (l)

            	
              all office
      equipment, desks, computers, furniture, phones and other office
      furnishings of which the Buyer is the beneficial
  owner.

            


    

    


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
3

    


    CONVERTIBLE
PROMISSORY NOTE

    


    $80,975

    


    This Convertible
Promissory Note (the “Note”) is dated for reference
the 10th day of February, 2009 (the “Effective Date”).

    


    MAKER:                                           AEON
HOLDINGS INC.

    


    Address:                                          10000,
N.E. 7th Avenue, Suite 100-C

           Vancouver,
WA 98685

    


    PAYEE:                                          
 NOVORI JEWELRY INC.

    


    Address:                                          
5550 152nd Street, Suite 206

           
Surrey, BC V3S 5J9

    


    RECITALS:

    


    
      	
              A.

            	
              WHEREAS pursuant to an
      Assignment and Assumption of Debt Agreement among Maker and Payee dated
      February 10, 2009 (the “Agreement”), Payee has
      agreed to assume certain debts of Maker, and in consideration, Maker has
      agreed to pay to Payee the sum of $80,975 in principal, plus interest
      pursuant to and in accordance with the terms and conditions of this Note;
      and

            


    

    


    
      	
              B.

            	
              WHEREAS pursuant to the
      terms of this Note, Maker is agreeing to settle all outstanding debts owed
      to Payee.

            


    

    


    NOW,
THEREFORE:

     

    
      	
              1.

            	
              Promise to
      Pay.  In consideration for Payee assuming certain debt
      obligations of Maker, Maker promises to pay to the order of Payee, at
      Payee’s address set out above or at such other place as Payee may
      designate by written notice to Maker, the principal sum of
      $80,975 (the “Principal Balance”),
      together with any accrued interest and any fees or charges under this
      Note. Any accrued interest and any fees or charges under this Note shall
      become part of the Principal Balance. This Note reflects all monies due by
      Maker to Payee as of the date of the
Agreement.

            


    

     

    
      	
              2.

            	
              Interest.  The
      Principal Balance shall be repaid by Maker to Payee with interest, which
      shall accrue on the outstanding Principal Balance at the rate of six percent (6%)
      per year, beginning nine (9) months from the Effective Date, and shall
      continue to accrue until all sums due under this Note are paid in full.
      Interest on the outstanding Principal Balance shall be calculated on the
      basis of actual days elapsed and a 365 or 366 day year (as applicable) to
      the due date of the payment.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.

            	
              Terms of
      Repayment.  The Principal Balance, together with any
      accrued interest and any fees or charges, shall be payable as follows
      until the outstanding Principal Balance has been
  paid:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      “Immediate Debts” shall be payable in one (1) installment of $5,000, due
      ten (10) days after the Effective
Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      “Short-Term Debts” shall be payable in three (3) installments of $15,625
      every (30) days, with the first installment due thirty (30) days after the
      Effective Date; and

            


    

    .

    
      	
               
      

            	
              (c)

            	
              The “Mid-Term
      Debts” shall be payable in sixteen (16) monthly installments of $1,818.75
      per month with the first installment due on May 1, 2009, and the rest of
      the installments due every month thereafter on the first (1st) day of each
      month for a period of fifteen (15)
months.

            


    

    


    
      	
              4. 

            	
              Acknowledgements.  Maker
      and Payee each acknowledge that as of the Effective
  Date:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the total
      amount owed of the “Short-Term Debts” owed by Maker to Payee is
      $46,875;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the total
      amount owed of the “Mid-Term Debts” owed by Maker to Payee is
      $29,100.

            


    

    


    
      	
              5.

            	
              Late
      Charge.  Maker shall pay to Payee a late charge of ten
      percent (10%) of any payment under this Note that is not received by Payee
      within five (5) days after Maker receives notice from Payee of failure to
      timely make such payment (the “Late Charge”). Maker
      recognizes that any late payment shall result in Payee incurring
      additional expense in servicing the loan evidenced by this Note, in terms
      of the loss of use of funds due to Payee and in frustration of Payee’s
      commitments. Maker agrees that Payee shall be entitled to damages for the
      detriment caused by any late payment, but that it is extremely difficult
      and impractical to ascertain the extent of such damages. Therefore, Maker
      and Payee hereby agree that the Late Charge is a reasonable estimate of
      such damages to Payee. Any Late Charge shall be applied on a one-time-only
      basis with respect to each
delinquency.

            


    

    


    
      	
              6.

            	
              Conversion
      Rights.

            


    

    


    
      	
               
      

            	
              (a)

            	
              For each
      payment under this Note is not received by Payee within five (5) days of
      its due date, Payee shall have the option to convert up to $16,195 of the
      outstanding Principal Balance, together with any accrued interest and any
      fees or charges (a “Conversion”), into
      shares of Maker’s common stock (the " Conversion Shares"), at
      a twenty percent (20%) discount to market on the day of such
      Conversion.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Payee shall
      give written notice of any Conversion to Maker, substantially in the form
      attached hereto as Appendix 1 (the "Conversion Notice"), at
      Maker’s address specified above. Such Conversion shall be deemed to have
      been effected at the close of business on the date on which such
      Conversion Notice, duly completed and executed, shall have been sent in
      accordance with section 16 of this
Note.

            


    

    


    
      	
               
      

            	
              (c)

            	
              As promptly
      as practicable but in no event later than ten (10) Business Days after any
      Conversion, Maker, at its expense, shall cause Payee's name to be entered
      in the register of the shareholders of Maker in respect of the Conversion
      Shares and shall issue to Payee certificates evidencing same and deliver
      them to Payee at Payee’s address set out in the Conversion Notice, at
      Maker’s expense. "Business Day" for this
      purpose means any day other than a Saturday, Sunday or other day on which
      banks in the city of Vancouver, Washington are required or authorized to
      be closed.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7.

            	
              Legend
      Removal.  Upon Payee’s written request, Maker agrees to
      arrange for legal opinions and to give instructions to Maker’s transfer
      agent and to cover all costs to remove all restrictive legends on the
      share certificates representing any Conversion Shares held by Payee more
      than six (6) months after the Effective
Date.

            


    

    


    
      	
              8.

            	
              Transfer of Conversion
      Shares.  All Conversion Shares shall be sold only in
      accordance with the Lock-Up Agreement, attached hereto as Appendix 2,
      which the parties agree to execute as of the Effective
    Date.

            


    

    


    
      	
              9.

            	
              Prepayment.  Maker
      may prepay this Note at any time, in whole or in part, without penalty or
      premium.

            


    

    


    
      	
              10.

            	
              Costs and Attorneys’
      Fees.  Maker agrees to pay Payee any costs Payee may
      incur in filing any type of court action or suit as a result of Maker’s
      failure to make the payments provided for in this Note, including Payee’s
      attorneys’ fees. If  Payee files a court action or suit and
      wins, Maker agrees to pay, in addition to the amounts due under this Note,
      Payee’s court costs and its reasonable attorneys’ fees as determined by
      the trial court and any appellate court or courts in the event the case is
      appealed, and on any petition for
review.

            


    

    


    
      	
              11.

            	
              Consent and
      Waiver.  All suretyship defenses, including presentment,
      notice of dishonor and protest, are hereby waived by Maker and any
      endorsers of this Note. Any extension, waiver or renewal shall not affect
      the liability of Maker or any
endorser.

            


    

    


    
      	
              12.

            	
              Controlling
      Law.  The parties agree to attorn to the non-exclusive
      jurisdiction of the courts of British Columbia to resolve any dispute
      relating to this Note.

            


    

    


    
      	
              13.

            	
              Security.  Pursuant
      to the terms of this Note, the convertible option of this Note shall
      provide the security for Payee.

            


    

    


    
      	
              14.

            	
              Stock Splits.
      Maker and Payee agree that no forward or reverse splits of Maker’s common
      stock shall be permitted for a period of not less than two (2) years after
      the Effective Date unless agreed upon in writing by the
      parties.

            


    

    


    
      	
              15.

            	
              Authority of
      Signatories.  Maker (and the undersigned representative
      of Maker, if any) represents that Maker has the full power, authority and
      legal right to execute and deliver this Note, and that this Note
      constitutes a valid and binding obligation of
  Maker.

            


    

    


    
      	
              16.

            	
              Notices. Any
      notice or communication required or permitted to be given under this Note
      shall be in writing and shall be considered to have been given if
      delivered by hand or mailed by prepaid registered post in Canada or in the
      United States, to the address of each party set out above, or to such
      other address as either party may designate in the manner set out
      above.

            


    

    


    
      	
               
      

            	
              Any notice or
      communication shall be considered to have been
  received:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if delivered
      by hand during business hours on a business day, upon receipt by a
      responsible representative of the receiving party, and if not delivered
      during business hours, upon the commencement of business on the next
      business day; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              if mailed by
      prepaid registered post in Canada or the United States, upon the fifth
      (5th) business day following posting; except that, in the case of a
      disruption or an impending or threatened disruption in postal services
      every notice or communication shall be delivered by hand or sent by
      facsimile transmission.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              17.

            	
              General
      Provisions.  With respect to this Note, time shall be of
      the essence. Payments received on this Note may be applied by Payee in
      such manner and in such amounts and at such time or times and in such
      order and priority as Payee may see fit to the payment or reduction of
      such portion of this Note and/or such indebtedness, as Payee may
      elect. The words “Payee” and
      “Maker” shall include their respective successors, assigns, heirs,
      executors and administrators.

            


    

    


    
      	
              18.

            	
              Successors; Assigns;
      Third-Party Beneficiaries. The provisions of this Note shall be
      binding upon the parties hereto and their respective heirs, successors and
      permitted assigns. Neither this Note nor the rights or obligations of any
      party may be assigned without the prior written consent of the other
      party. Any attempted assignment in contravention of this Note shall be
      null and void and of no effect. This Note is for the sole benefit of the
      parties hereto and their respective heirs, successors and permitted
      assigns and no provision hereof, whether express or implied, is intended,
      or shall be construed, to give any other person any rights or remedies,
      whether legal or equitable,
hereunder.

            


    

    


    
      	
              19.

            	
              Amendments.  This
      Note may not be amended, modified or supplemented except in writing signed
      by Maker and Payee.

            


    

    


    
      	
              20.

            	
              Currency.  All
      references to currency in this Note are to U.S.
  dollars.

            


    

    


    THE
TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN
WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS
WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS
AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

    


    IN WITNESS WHEREOF and
intending to be legally bound, Maker and Payee have executed this Note as of the
Effective Date.

     

     

    
    

     

    
      	 AEON HOLDINGS
      INC.    	 	 NOVORI JEWELRY
      INC.	 
	 	 	 	 
	 	 	 	 
	 Per:	 	 Per:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 Brandon Toth, President	 	 Harold Schaffrick, Chief Executive Officer	 


    

     

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    APPENDIX
1

    


    CONVERSION
NOTICE

    


    


    Dated: _________________________,___________

    


    


    The undersigned
hereby elects to exercise a Conversion, dated ____________________,__________,
pursuant to the Convertible Promissory Note dated February 10, 2009, issued by
Aeon Holdings Inc., a Delaware corporation (“Maker”), to Novori Jewelry
Inc., a Delaware corporation.  The undersigned hereby elects to
convert $__________ of the outstanding Principal Balance into shares of the
common stock of Maker according to the terms of the Note.  The shares
shall be delivered at the expense of Maker to the following
address:

    


    ____________________________________

    ____________________________________

    ____________________________________

     

    
    

     

    
      	 	 NOVORI JEWELRY
      INC.
	 	 
	 	 By:  _________________________________
	 	 Name:
      _______________________________
	 	 Title:_________________________________


    

     

                             

    


    


                                        

                                                             

                                        

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    APPENDIX
2

    


    
      


    

    LOCK-UP
AGREEMENT

    


    This Lock-Up
Agreement (the “Agreement”) is dated for
reference the 10th day of February, 2009 (the “Effective Date”).

    


    AMONG:

    


    AEON
HOLDINGS INC.

    a
company incorporated under the laws of the state of Delaware, with an
executive

    office at 10000 NE
7th Avenue, Suite 100-C, Vancouver, Washington, 98685

    


    (the “Company”)

    


    AND:

    


    NOVORI
JEWELRY INC.

    a
company incorporated under the laws of the state of Delaware, with an
executive

    office at 1313 E.
Maple Street, Suite 425, Bellingham, Washington, 98225

    


    (the “Shareholder”)

    


    BACKGROUND:

    


    WHEREAS the Company and the
Shareholder have entered in a Convertible Promissory Note dated February 10,
2009 (the “Note”)
whereby the Shareholder may have the option to convert all or a portion of the
amounts payable to the Shareholder pursuant to the Note into a number of shares
of common stock of the Company (the “Stock”), on the terms and
conditions set forth therein;

    


    WHEREAS for the purposes of
this Agreement, the Stock shall exclude any shares of common stock of the
Company held by the Shareholder that were not issued to the Shareholder pursuant
to the Note, which excluded shares shall not be subject to this Agreement;
and

    


    WHEREAS in connection with the
acceptance of any Conversion Notice submitted by the Shareholder for the
issuance of the Stock in accordance with the Note, the Company desires to impose
certain restrictions on the transfer of the Stock, in accordance with the terms
and conditions set forth in this Agreement.

    


    NOW THEREFORE in consideration
of the mutual covenants and agreements contained in this Agreement and in the
Note, and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties hereto agree as
follows:

     

    
      	
              1. 

            	
              TRANSFER

            


    

    


    
      	
              1.1

            	
              The
      Shareholder shall only be permitted to transfer shares of the Stock, or
      any securities convertible into or exchangeable or exercisable for shares
      of the Stock, as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              to the
      Company pursuant to a redemption initiated by the
  Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to any
      transferee so long as such transferee has executed a joinder to this
      Agreement pursuant to which such transferee agrees to be bound by the
      terms and conditions of this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to any
      beneficiary of the Shareholder or a trust for the benefit of any
      beneficiary of the Shareholder during the Shareholder’s lifetime or upon
      the Shareholder’s death by will or intestacy. For the purposes of this
      Agreement, “beneficiary” shall mean
      the Shareholder and the immediate family of the Shareholder, including any
      relationship by blood, marriage or adoption, not more remote than first
      cousin; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              to any other
      transferee the gross proceeds of which do not exceed $16,000 in any thirty
      (30) day period.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              2. 

            	
              TERM

            


    

    


    
      	
              2.1

            	
              This
      Agreement shall be effective as of the Effective Date and shall terminate
      upon the earlier of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              fifteen (15)
      months after the Effective Date; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              once the
      Company has paid the Note in full.

            


    

    


    
      	
              3.

            	
              LEGEND
      REMOVAL

            


    

    


    
      	
              3.1

            	
              The Company
      shall consent to removing the restrictive legends on any shares of the
      Stock held by the Shareholder or any permitted transferee six (6) months
      after the Effective Date, in accordance with applicable U.S. securities
      laws.

            


    

    


    
      	
              3.2

            	
              The
      unreasonable failure of the Company to comply with the provisions of
      subsection 3.1 shall require the Company to pay the Shareholder liquidated
      damages in the amount equal to the value of the Stock on the date of
      issuance.

            


    

    


    
      	
              4. 

            	
              REPORT

            


    

    


    
      	
              4.1

            	
              Upon request
      by the Company, the Shareholder agrees to deliver to the Company, within
      five (5) business days following the sale of any shares of the Stock, a
      signed report signed from the Shareholder’s broker that includes the
      following information:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the name of
      the Shareholder;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the number of
      shares of the Stock sold;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the selling
      price applicable to the shares of the Stock
  sold;

            


    

    


    
      	
               
      

            	
              (d)

            	
              a statement
      as to whether the sale of the shares of the Stock was made pursuant to a
      private resale or via a brokerage
transaction;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the name of
      the securities exchange on which the shares of the Stock were sold, if
      applicable; and

            


    

    


    
      	
               
      

            	
              (f)

            	
              if
      derivatives of the Stock were transferred, the exercise price, term, and
      other standard terms of the
derivatives.

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    
      	
              5. 

            	
              ADJUSTMENTS

            


    

    


    
      	
              5.1

            	
              In the event
      of any merger, reorganization, consolidation, recapitalization,
      separation, liquidation, stock dividend, split-up, share combination, or
      other change in the corporate structure of Company affecting the Stock,
      the new securities replacing the Stock shall be subject to all of the
      conditions and restrictions applicable to the Stock pursuant to this
      Agreement.

            


    

    


    
      	
              6.

            	
              CORPORATE
      TRANSACTION

            


    

    


    
      	
              6.1

            	
              In the event
      of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              a sale of
      substantially all of the assets of the
Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              a merger or
      consolidation in which the Company is not the surviving corporation (other
      than a merger or consolidation in which the shareholders of the Company
      immediately before the merger or consolidation have, immediately after the
      merger or consolidation, greater stock voting
  power);

            


    

    


    
      	
               
      

            	
              (c)

            	
              a merger in
      which the Company is the surviving corporation but the shares of the
      Company’s common stock outstanding immediately preceding the merger are
      converted by virtue of the merger into other property, whether in the form
      of securities, cash, or otherwise (other than a reverse merger in which
      the shareholders of the Company immediately before the merger have,
      immediately after the merger, greater stock voting
  power);

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      transaction or series of related transactions in which in excess of fifty
      percent (50%) of the Company’s voting power is transferred;
    or

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      acquisition by the Company of financing equal to or in excess of an
      aggregate of $10,000,000

            


    

    


    
      	
               
      

            	
              (collectively,
      a “Corporate
      Transaction”),

            


    

    


    
      	
               

            	
              then
      immediately prior to effecting any such Corporate Transaction the
      restrictions set forth in this Agreement shall terminate as to all shares
      of the Stock owned by the Shareholder immediately and without any action
      on the part of the Company or the
Shareholder.

            


    

    


    
      	
              7. 

            	
              SHAREHOLDER
      RIGHTS

            


    

    


    
      	
              7.1

            	
              Except as
      otherwise provided in this Agreement, the Shareholder shall exercise all
      rights and privileges of a shareholder of the Company with respect to the
      Stock, and the Company shall list the Shareholder as a shareholder on its
      corporate books and records.

            


    

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              8. 

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              8.1

            	
              Definitions.  Capitalized
      terms used but not defined in this Agreement shall have the same meaning
      assigned to such terms in the Note.

            


    

    


    
      	
              8.2

            	
              Notices.  Any
      notice or communication required or permitted under this Agreement shall
      be given in writing and shall be considered to have been given if
      delivered by hand or mailed by prepaid registered post in Canada or in the
      United States, to the address of each party set out
  below:

            


    

    


    To
the Company:

    


    Aeon Holdings
Inc.

    Attn: Brandon
Toth

    10000 NE 7th Avenue,
Suite 100-C

    Vancouver, WA
98685

    


    To
the Shareholder:

    


    Novori Jewelry
Inc.

    Attn: Harold
Schaffrick

    5550 152nd Street,
Suite 206

    Surrey, BC V3S
5J9

    


    
      	
               

            	
              or to such
      other address as either party may designate in the manner set out
      above.

            


    

    


    
      	
              8.3

            	
              Amendment.  This
      Agreement may not be amended, modified or revoked, in whole or in part,
      except by an agreement in writing signed by each of the parties
      hereto.

            


    

    


    
      	
              8.4

            	
              Assignment.
      This Agreement may not be assigned by either party without the prior
      written consent of the other party
hereto.

            


    

    


    
      	
              8.5

            	
              Successors and
      Assigns.  This Agreement shall enure to the benefit of
      the successors and assigns of the Company and, subject to the restrictions
      on transfer herein set forth, be binding upon the Shareholder, the
      Shareholder’s successors and the Shareholder’s permitted
      assigns.

            


    

    


    
      	
              8.6

            	
              Time of the
      Essence. Time shall be of the essence of this
      Agreement.

            


    

    


    
      	
              8.7

            	
              Governing
      Law.  The parties agree to attorn to the non-exclusive
      jurisdiction of the courts of British Columbia to resolve any dispute
      related to this Agreement.

            


    

    


    
      	
              8.8

            	
              Independent Legal
      Advice.  The Shareholder acknowledges that this Agreement
      has been prepared on behalf of the Company by legal counsel to the
      Company, and that the Company’s legal counsel does not represent, and is
      not acting on behalf of, the Shareholder.  The Shareholder has
      been advised and provided with an opportunity to consult with the
      Shareholder’s own counsel with respect to this
  Agreement.

            


    

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

    
      	
              8.9

            	
              Entire
      Agreement.  The provisions of this Agreement constitute
      the entire agreement between the parties with respect to the subject
      matter hereof and supersedes and merges all prior agreements or
      understandings, whether written or
oral.

            


    

    


    
      	
              8.10

            	
              Severability.  If
      one or more provisions of this Agreement are held to be unenforceable
      under applicable law, the parties agree to renegotiate such provision in
      good faith.  In the event that the parties cannot reach a
      mutually agreeable and enforceable replacement for such provision,
      then:

            


    

    


    
      	
               
      

            	
              (a)

            	
              such
      provision shall be excluded from this
Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the balance
      of this Agreement shall be interpreted as if such provision were so
      excluded; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the balance
      of this Agreement shall be enforceable in accordance with its
      terms.

            


    

    


    
      	
              8.11

            	
              Currency.  All
      references to currency in this Agreement are to U.S. dollars unless
      otherwise stated.

            


    

    


    
      	
              8.12

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument. In the event that this Agreement is signed by one party and
      faxed to another, the parties agree that a faxed signature shall be
      binding upon the parties as though the signature was an
      original.

            


    

    


    IN WITNESS
WHEREOF this Agreement has been executed by the parties, and is
effective as of the Effective Date.

    

       

      
      

       

      
        	 AEON HOLDINGS
      INC.    	 	 NOVORI JEWELRY
      INC.	 
	 	 	 	 
	 	 	 	 
	 Per:	 	 Per:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 Brandon Toth, President	 	 Harold Schaffrick, Chief Executive Officer	 


      

       

    

     

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    


    SCHEDULE
4

    


    CONVERTIBLE
PROMISSORY NOTE

    


    $100,000

    


    This Convertible
Promissory Note (the “Note”) is dated for reference
the 10th day of February, 2009 (the “Effective Date”).

    


    MAKER:                                    AEON
HOLDINGS INC.

    10000, N.E. 7th Avenue, Suite
100-C

    Vancouver, WA 98685

    


    PAYEE:                                     MCINNIS
CAPITAL CORP.

    a Delaware
corporation

    


    RECITALS:

    


    
      	
              A.

            	
              WHEREAS Maker has agreed
      to pay to Payee the sum of $100,000 in principal, plus interest pursuant
      to and in accordance with the terms and conditions of this Note, in
      consideration of Payee cancelling Maker’s outstanding debt to
      Payee.

            


    

    


    NOW,
THEREFORE:

    
 

    
      	
              1.

            	
              Promise to
      Pay.  In consideration for Payee cancelling Maker’s
      outstanding debt to Payee, Maker promises to pay to the order of Payee or
      Payee’s designee the principal sum of $100,000 (the “Principal Balance”),
      together with any accrued interest and any fees or charges under this
      Note. Any accrued interest and any fees or charges under this Note shall
      become part of the Principal Balance. This Note reflects all monies due by
      Maker to Payee as of the Effective
Date.

            


    

    


    
      	
              2.

            	
              Interest.  The
      Principal Balance shall be repaid by Maker to Payee with interest, which
      shall accrue on the outstanding Principal Balance at the rate of six percent (6%)
      per year, beginning nine (9) months from the Effective Date, and shall
      continue to accrue until all sums due under this Note are paid in full.
      Interest on the outstanding Principal Balance shall be calculated on the
      basis of actual days elapsed and a 365 or 366 day year (as applicable) to
      the due date of the payment.

            


    

    


    
      	
              3.

            	
              Terms of
      Repayment.  The Principal Balance, together with any
      accrued interest and any fees or charges, shall be payable in sixteen (16)
      monthly installments of $6,250 per month with the first installment due on
      May 1, 2009, and the rest of the installments due every month thereafter
      on the first (1st) day of each month for a period of fifteen (15) months
      or until the outstanding Principal Balance, together with any accrued
      interest and any fees or charges, has been paid. All payments under this
      Note shall be made in Vancouver, British Columbia and shall be delivered
      by wire transfer to a bank account designated by
  Payee.

            


    

    


    
      	
              4.

            	
              Late
      Charge.  Maker shall pay to Payee a late charge of ten
      percent (10%) of any payment under this Note that is not received by Payee
      within five (5) days after Maker receives notice from Payee of failure to
      timely make such payment (the “Late Charge”). Maker
      recognizes that any late payment shall result in Payee incurring
      additional expense in servicing the loan evidenced by this Note, in terms
      of the loss of use of funds due to Payee and in frustration of Payee’s
      commitments. Maker agrees that Payee shall be entitled to damages for the
      detriment caused by any late payment, but that it is extremely difficult
      and impractical to ascertain the extent of such damages. Therefore, Maker
      and Payee hereby agree that the Late Charge is a reasonable estimate of
      such damages to Payee. Any Late Charge shall be applied on a one-time-only
      basis with respect to each
delinquency.

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
 

    
      	
              5.

            	
              Conversion
      Rights.

            


    

    


    
      	
               
      

            	
              (a)

            	
              For each
      payment under this Note not received by Payee within five (5) days of its
      due date, Payee shall have the option to convert  up to $20,000
      of the outstanding Principal Balance, together with any accrued interest
      and any fees or charges (a “Conversion”), into
      shares of Maker’s common stock (the "Conversion Shares") at a
      twenty percent (20%) discount to market on the day of such
      Conversion.

            


    

    


    
      	
               
      

            	
               (b)

            	
              Payee shall
      give written notice of any Conversion to Maker, substantially in the form
      attached hereto as Appendix 1 (the "Conversion Notice"), at
      Maker’s address specified above. Such Conversion shall be deemed to have
      been effected at the close of business on the date on which such
      Conversion Notice, duly completed and executed, shall have been sent in
      accordance with section 15 of this
Note.

            


    

    


    
      	
               
      

            	
              (c)

            	
              As promptly
      as practicable but in no event later than ten (10) Business Days after any
      Conversion, Maker, at its expense, shall cause Payee's name to be entered
      in the register of the shareholders of Maker in respect of the Conversion
      Shares and shall issue to Payee certificates evidencing same and deliver
      them to Payee at Payee’s address set out in the Conversion Notice, at
      Maker’s expense. "Business Day" for this
      purpose means any day other than a Saturday, Sunday or other day on which
      banks in the city of Vancouver, Washington are required or authorized to
      be closed.

            


    

    


    
      	
              6.

            	
              Legend
      Removal.  Upon Payee’s written request, Maker agrees to
      arrange for legal opinions and to give instructions to Maker’s transfer
      agent and to cover all costs to remove all restrictive legends on the
      share certificates representing any Conversion Shares held by Payee more
      than six (6) months after the Effective
Date.

            


    

    


    
      	
              7.

            	
              Transfer of Conversion
      Shares.  All Conversion Shares shall be sold only in
      accordance with the Lock-Up Agreement, attached hereto as Appendix 2,
      which the parties agree to execute as of the Effective
    Date.

            


    

    


    
      	
              8.

            	
              Prepayment.  Maker
      may prepay this Note at any time, in whole or in part, without penalty or
      premium.

            


    

    


    
      	
              9.

            	
              Costs and Attorneys’
      Fees.  Maker agrees to pay Payee any costs Payee may
      incur in filing any court action or suit as a result of Maker’s failure to
      make the payments provided for in this Note, including Payee’s attorneys’
      fees. If  Payee files a court action or suit and wins, Maker
      agrees to pay, in addition to the amounts due under this Note, Payee’s
      court costs and its reasonable attorneys’ fees as determined by the trial
      court and any appellate court or courts in the event the case is appealed,
      and on any petition for review.

            


    

    


    
      	
              10.

            	
              Consent and
      Waiver.  All suretyship defenses, including presentment,
      notice of dishonor and protest, are hereby waived by Maker and any
      endorsers of this Note. Any extension, waiver or renewal shall not affect
      the liability of Maker or any
endorser.

            


    

    


    
      	
              11.

            	
              Controlling
      Law.  The parties agree to attorn to the non-exclusive
      jurisdiction of the courts of British Columbia to resolve any dispute
      relating to this Note.

            


    

    


    
      	
              12.

            	
              Security.  Pursuant
      to the terms of this Note, the convertible option of this Note shall
      provide the security for Payee.

            


    

    


    
      	
              13.

            	
              Stock Splits.
      Maker and Payee agree that no forward or reverse splits of Maker’s common
      stock shall be permitted for a period of not less than two (2) years after
      the Effective Date unless agreed upon in writing by the
      parties.

            


    

    


    
      	
              14.

            	
              Authority of
      Signatories.  Maker (and the undersigned representative
      of Maker, if any) represents that Maker has the full power, authority and
      legal right to execute and deliver this Note, and that this Note
      constitutes a valid and binding obligation of
  Maker.

            


    

    


    
      	
              15.

            	
              Notices. Any
      notice or communication required or permitted to be given under this Note
      shall be in writing and shall be considered to have been given if
      delivered by hand or mailed by prepaid registered post in Canada or in the
      United States, to the address of each party set out above, or to such
      other address as either party may designate in the manner set out
      above.

            


    

    


    
      	
               
      

            	
              Any notice or
      communication shall be considered to have been
  received:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if delivered
      by hand during business hours on a business day, upon receipt by a
      responsible representative of the receiving party, and if not delivered
      during business hours, upon the commencement of business on the next
      business day; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              if mailed by
      prepaid registered post in Canada or the United States, upon the fifth
      (5th) business day following posting; except that, in the case of a
      disruption or an impending or threatened disruption in postal services
      every notice or communication shall be delivered by hand or sent by
      facsimile transmission.

            


    

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
 

    
      	
              16.

            	
              General
      Provisions.  With respect to this Note, time shall be of
      the essence. Payments received on this Note may be applied by Payee in
      such manner and in such amounts and at such time or times and in such
      order and priority as Payee may see fit to the payment or reduction of
      such portion of this Note and/or such indebtedness, as Payee may
      elect. The words “Payee” and
      “Maker” shall include their respective successors, assigns, heirs,
      executors and administrators.

            


    

    


    
      	
              17.

            	
              Successors; Assigns;
      Third-Party Beneficiaries. The provisions of this Note shall be
      binding upon the parties hereto and their respective heirs, successors and
      permitted assigns. Neither this Note nor the rights or obligations of any
      party may be assigned without the prior written consent of the other
      party. Any attempted assignment in contravention of this Note shall be
      null and void and of no effect. This Note is for the sole benefit of the
      parties hereto and their respective heirs, successors and permitted
      assigns and no provision hereof, whether express or implied, is intended,
      or shall be construed, to give any other person any rights or remedies,
      whether legal or equitable,
hereunder.

            


    

    


    
      	
              18.

            	
              Amendments.  This
      Note may not be amended, modified or supplemented except in writing signed
      by Maker and Payee.

            


    

    


    
      	
              19.

            	
              Currency.  All
      references to currency in this Note are to U.S.
  dollars.

            


    

    


    THE
TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN
WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS
WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS
AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

    


    IN WITNESS WHEREOF and
intending to be legally bound, Maker and Payee have executed this Note as of the
Effective Date.

    


    
       

      
      

       

      
        	 AEON HOLDINGS
      INC.    	 	MCINNIS CAPITAL
      CORP.	 
	 	 	 	 
	 	 	 	 
	 Per:	 	 Per:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 Brandon Toth,
      President	 	 Authorized
      Signatory	 


      

       



     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

     

    APPENDIX
1

    


    CONVERSION
NOTICE

    


    


    Dated:  ________________________,__________

    


    


    The undersigned
hereby elects to exercise a Conversion,
dated __________________________,__________, pursuant to the Convertible
Promissory Note dated February 10, 2009, issued by Aeon Holdings Inc., a
Delaware corporation (“Maker”), to McInnis Capital
Corp., a Delaware corporation.  The undersigned hereby elects to
convert $___________of the outstanding Principal Balance into shares of the
common stock of Maker according to the terms of the Note.  The shares
shall be delivered at the expense of Maker to the following
address:

    


    _________________________________________

    _________________________________________

    _________________________________________

     

    
                                           

     

    
      	 	 MCINNIS CAPITAL
      CORP.
	 	 
	 	 By:   
      _______________________________________
	 	 Name:  
      _____________________________________
	 	 Title:   
      ______________________________________ 


    

     

                   

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    APPENDIX
2

    


    
      


    

    LOCK-UP
AGREEMENT

    


    This Lock-Up
Agreement (the “Agreement”) is dated for
reference the 10th day of February, 2009 (the “Effective Date”).

    


    AMONG:

    


    AEON
HOLDINGS INC.

    a
company incorporated under the laws of the state of Delaware

    


    (the “Company”)

    


    AND:

    


    MCINNIS
CAPITAL CORP.

    a
company incorporated under the laws of the state of Delaware

    


    (the “Shareholder”)

    


    BACKGROUND:

    


    WHEREAS the Company and the
Shareholder have entered in a Convertible Promissory Note dated February 10,
2009 (the “Note”)
whereby the Shareholder may have the option to convert all or a portion of the
amounts payable to the Shareholder pursuant to the Note into a number of shares
of common stock of the Company (the “Stock”), on the terms and
conditions set forth therein;

    


    WHEREAS for the purposes of
this Agreement, the Stock shall exclude any shares of common stock of the
Company held by the Shareholder that were not issued to the Shareholder pursuant
to the Note, which excluded shares shall not be subject to this Agreement;
and

    


    WHEREAS in connection with the
acceptance of any Conversion Notice submitted by the Shareholder for the
issuance of the Stock in accordance with the Note, the Company desires to impose
certain restrictions on the transfer of the Stock, in accordance with the terms
and conditions set forth in this Agreement.

    


    NOW THEREFORE in consideration
of the mutual covenants and agreements contained in this Agreement and in the
Note, and other good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties hereto agree as
follows:

    


    
      	
              1. 

            	
              TRANSFER

            


    

    


    
      	
              1.1

            	
              The
      Shareholder shall only be permitted to transfer shares of the Stock, or
      any securities convertible into or exchangeable or exercisable for shares
      of the Stock, as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              to the
      Company pursuant to a redemption initiated by the
  Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to any
      transferee so long as such transferee has executed a joinder to this
      Agreement pursuant to which such transferee agrees to be bound by the
      terms and conditions of this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to any
      beneficiary of the Shareholder or a trust for the benefit of any
      beneficiary of the Shareholder during the Shareholder’s lifetime or upon
      the Shareholder’s death by will or intestacy. For the purposes of this
      Agreement, “beneficiary” shall mean
      the Shareholder and the immediate family of the Shareholder, including any
      relationship by blood, marriage or adoption, not more remote than first
      cousin; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              to any other
      transferee the gross proceeds of which do not exceed $16,000 in any thirty
      (30) day period.

            


    

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    
      	
              2. 

            	
              TERM

            


    

    


    
      	
              2.1

            	
              This
      Agreement shall be effective as of the Effective Date and shall terminate
      upon the earlier of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              fifteen (15)
      months after the Effective Date; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              once the
      Company has paid the Note in full.

            


    

    


    
      	
              3.

            	
              LEGEND
      REMOVAL

            


    

    


    
      	
              3.1

            	
              The Company
      shall consent to removing the restrictive legends on any shares of the
      Stock held by the Shareholder or any permitted transferee six (6) months
      after the Effective Date, in accordance with applicable U.S. securities
      laws.

            


    

    


    
      	
              3.2

            	
              The
      unreasonable failure of the Company to comply with the provisions of
      subsection 3.1 shall require the Company to pay the Shareholder liquidated
      damages in the amount equal to the value of the Stock on the date of
      issuance.

            


    

    


    
      	
              4. 

            	
              REPORT

            


    

    


    
      	
              4.1

            	
              Upon request
      by the Company, the Shareholder agrees to deliver to the Company, within
      five (5) business days following the sale of any shares of the Stock, a
      signed report signed from the Shareholder’s broker that includes the
      following information:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the name of
      the Shareholder;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the number of
      shares of the Stock sold;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the selling
      price applicable to the shares of the Stock
  sold;

            


    

    


    
      	
               
      

            	
              (d)

            	
              a statement
      as to whether the sale of the shares of the Stock was made pursuant to a
      private resale or via a brokerage
transaction;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the name of
      the securities exchange on which the shares of the Stock were sold, if
      applicable; and

            


    

    


    
      	
               
      

            	
              (f)

            	
              if
      derivatives of the Stock were transferred, the exercise price, term, and
      other standard terms of the
derivatives.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5. 

            	
              ADJUSTMENTS

            


    

    


    
      	
              5.1

            	
              In the event
      of any merger, reorganization, consolidation, recapitalization,
      separation, liquidation, stock dividend, split-up, share combination, or
      other change in the corporate structure of Company affecting the Stock,
      the new securities replacing the Stock shall be subject to all of the
      conditions and restrictions applicable to the Stock pursuant to this
      Agreement.

            


    

    


    
      	
              6.

            	
              CORPORATE
      TRANSACTION

            


    

    


    
      	
              6.1

            	
              In the event
      of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              a sale of
      substantially all of the assets of the
Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              a merger or
      consolidation in which the Company is not the surviving corporation (other
      than a merger or consolidation in which the shareholders of the Company
      immediately before the merger or consolidation have, immediately after the
      merger or consolidation, greater stock voting
  power);

            


    

    


    
      	
               
      

            	
              (c)

            	
              a merger in
      which the Company is the surviving corporation but the shares of the
      Company’s common stock outstanding immediately preceding the merger are
      converted by virtue of the merger into other property, whether in the form
      of securities, cash, or otherwise (other than a reverse merger in which
      the shareholders of the Company immediately before the merger have,
      immediately after the merger, greater stock voting
  power);

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      transaction or series of related transactions in which in excess of fifty
      percent (50%) of the Company’s voting power is transferred;
    or

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      acquisition by the Company of financing equal to or in excess of an
      aggregate of $10,000,000

            


    

    


    
      	
               
      

            	
              (collectively,
      a “Corporate
      Transaction”),

            


    

    


    
      	
               

            	
              then
      immediately prior to effecting any such Corporate Transaction the
      restrictions set forth in this Agreement shall terminate as to all shares
      of the Stock owned by the Shareholder immediately and without any action
      on the part of the Company or the
Shareholder.

            


    

    


    
      	
              7. 

            	
              SHAREHOLDER
      RIGHTS

            


    

    


    
      	
              7.1

            	
              Except as
      otherwise provided in this Agreement, the Shareholder shall exercise all
      rights and privileges of a shareholder of the Company with respect to the
      Stock, and the Company shall list the Shareholder as a shareholder on its
      corporate books and records.

            


    

     

    
      	
              8. 

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              8.1

            	
              Definitions.  Capitalized
      terms used but not defined in this Agreement shall have the same meaning
      assigned to such terms in the Note.

            


    

    


    
      	
              8.2

            	
              Amendment.  This
      Agreement may not be amended, modified or revoked, in whole or in part,
      except by an agreement in writing signed by each of the parties
      hereto.

            


    

    


    
      	
              8.3

            	
              Assignment.
      This Agreement may not be assigned by either party without the prior
      written consent of the other party
hereto.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
              8.4

            	
              Successors and
      Assigns.  This Agreement shall enure to the benefit of
      the successors and assigns of the Company and, subject to the restrictions
      on transfer herein set forth, be binding upon the Shareholder, the
      Shareholder’s successors and the Shareholder’s permitted
      assigns.

            


    

    


    
      	
              8.5

            	
              Time of the
      Essence. Time shall be of the essence of this
      Agreement.

            


    

    


    
      	
              8.6

            	
              Governing
      Law.  The parties agree to attorn to the non-exclusive
      jurisdiction of the courts of British Columbia to resolve any dispute
      related to this Agreement.

            


    

    


    
      	
              8.7

            	
              Independent Legal
      Advice.  The Shareholder acknowledges that this Agreement
      has been prepared on behalf of the Company by legal counsel to the
      Company, and that the Company’s legal counsel does not represent, and is
      not acting on behalf of, the Shareholder.  The Shareholder has
      been advised and provided with an opportunity to consult with the
      Shareholder’s own counsel with respect to this
  Agreement.

            


    

    


    
      	
              8.8

            	
              Entire
      Agreement.  The provisions of this Agreement constitute
      the entire agreement between the parties with respect to the subject
      matter hereof and supersedes and merges all prior agreements or
      understandings, whether written or
oral.

            


    

    


    
      	
              8.9

            	
              Severability.  If
      one or more provisions of this Agreement are held to be unenforceable
      under applicable law, the parties agree to renegotiate such provision in
      good faith.  In the event that the parties cannot reach a
      mutually agreeable and enforceable replacement for such provision,
      then:

            


    

    


    
      	
               
      

            	
              (a)

            	
              such
      provision shall be excluded from this
Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the balance
      of this Agreement shall be interpreted as if such provision were so
      excluded; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the balance
      of this Agreement shall be enforceable in accordance with its
      terms.

            


    

    


    
      	
              8.10

            	
              Currency.  All
      references to currency in this Agreement are to U.S. dollars unless
      otherwise stated.

            


    

    


    
      	
              8.11

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument. In the event that this Agreement is signed by one party and
      faxed to another, the parties agree that a faxed signature shall be
      binding upon the parties as though the signature was an
      original.

            


    

    


    IN WITNESS
WHEREOF this Agreement has been executed by the parties, and is
effective as of the Effective Date.

    


     

       

      
      

       

      
        	 AEON HOLDINGS
      INC.    	 	MCINNIS CAPITAL
      CORP.	 
	 	 	 	 
	 	 	 	 
	 Per:	 	 Per:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 Brandon Toth,
      President	 	 Authorized
      Signatory	 


      

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

         

      

    

    SCHEDULE
5