ex104.htm


    ASSET
ASSIGNMENT AND DEBT ASSUMPTION AGREEMENT

    


    THIS ASSET
ASSIGNMENT AND DEBT ASSUMPTION 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 “Assignor”)

    


    AND:

    


    NOVORI
JEWELRY 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 “Assignee”)

     

    WHEREAS:

    


    
      	
              A.

            	
              The Assignor
      and Green Star Energies, Inc. entered into a Purchase Agreement dated
      February 10, 2009 (the “Purchase Agreement”);
      and

            


    

    


    
      	
              B.

            	
              Pursuant to
      the Purchase Agreement, the Assignor agreed to transfer certain of its
      assets to the Assignee and ensure that the Assignee assumed all
      outstanding debt obligations of the Assignor except those specified in the
      Purchase 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. 

            	
              ASSUMPTION
      OF DEBTS

            


    

    


    
      	
              1.1

            	
              Subject to
      the terms of this Agreement, the Assignee agrees to assume all outstanding
      debt obligations of the Assignor as of the Effective Date (the “Debts’).

            


    

    


    
      	
              1.2

            	
              The following
      debt obligations shall be excluded from the
  Debts:

            


    

    


    
      	
               
      

            	
              (a)

            	
              a convertible
      promissory note in the amount of $100,000 payable to a creditor of the
      Assignor designated by the Assignee 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 1 hereto), together with any
      accrued interest and any fees or charges, has been
  paid.

            


    

    


    
      	
               
      

            	
              (b)

            	
              $48,125 owed
      to CX Digital as of the Effective Date, payable by the Assignor 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 Effective Date;
and

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              2. 

            	
              ASSIGNMENT
      OF ASSETS

            


    

    


    
      	
              2.1

            	
              As
      consideration for the assumption of the Debts, the Assignor agrees to
      assign the following assets of the Assignor to the
    Assignee:

            


    

    


    
      	
               
      

            	
              (a)

            	
              ownership of
      the Assignor’s website URL;

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

            	
              vendor lists
      and supplier contacts of the
Assignor;

            


    

    


    
      	
               
      

            	
              (d)

            	
              current
      business phone and fax numbers of the
Assignor;

            


    

    


    
      	
               
      

            	
              (e)

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

            


    

    


    
      	
               
      

            	
              (f)

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

            


    

    


    
      	
               
      

            	
              (g)

            	
              the merchant
      account associated with the Assignor’s
website;

            


    

    


    
      	
               
      

            	
              (h)

            	
              all bank
      accounts currently held by the
Assignor;

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (j)

            	
              all bank
      accounts associated with the
Assignee;

            


    

    


    
      	
               
      

            	
              (k)

            	
              the
      Assignor’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 Assignor is the beneficial
  owner.

            


    

    


    
      	
              2.2

            	
              As further
      consideration for the assumption of the Debts, the Assignor agrees to
      execute and deliver a convertible promissory note in the amount of
      $80,975, attached hereto as Schedule 2, payable to the Assignee as follows
      until the outstanding Principal Balance has been
  paid:

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Mid-Term
      Debts” in the amount of $29,100 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.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3. 

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              3.1 

            	
              Representations
      and Warranties of the Assignor

            


    

    


    
      	
               
      

            	
              (a)

            	
              Organization;
      Power. The Assignor 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 Assignor is a party
      have been duly and validly authorized by all necessary corporate action of
      the Assignor. 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 Assignor,
      enforceable against the Assignor 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 Adverse
      Consequences. The execution, delivery and performance of this
      Agreement by the Assignor will not:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              violate or
      conflict with, or result in a breach of, any provision of the Assignor’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 Assignor;
  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 Assignor 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 Assignor is a party or by which the Assignor is
  bound.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Litigation.
      There are no actions, suits, proceedings, orders, investigations, or
      claims pending or, to the Assignor’s knowledge, threatened against the
      Assets, at law or in equity.

            


    

    


    
      	
               
      

            	
              (e)

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

            


    

    


    
      	
              3.2 

            	
              Representations
      and Warranties of the Assignee

            


    

    


    
      	
               
      

            	
              (a)

            	
              Organization;
      Power. The Assignee 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 Assignee is a party
      have been duly and validly authorized by all necessary corporate action of
      the Assignee. 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 Assignee,
      enforceable against the Assignee 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 Assignee shall
not:

            


    

    


    
      	
               
      

            	
              (i)

            	
              violate or
      conflict with, or result in a breach of, any provision of the Assignee’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 Assignee;
  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 Assignee 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 Assignee is a party or by which the Assignee is
  bound.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Accuracy of
      Representations and Warranties.  None of the
      representations or warranties of the Assignee 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 Effective
      Date.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              4. 

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              4.1

            	
              Waiver. The
      failure of either 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.

            


    

    


    
      	
              4.2

            	
              Amendment. This
      Agreement may not be amended unless consented to in writing by the parties
      hereto.

            


    

    


    
      	
              4.3

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

            


    

    


    
      	
              4.4

            	
              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 of each party set out
above.

            


    

    


    
      	
              4.5

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

            


    

    


    
      	
              4.6

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

            


    

    


    
      	
              4.7

            	
              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.

            


    

    


    
      	
              4.8

            	
              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.

            


    

    


    
      	
              4.9

            	
              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.

            


    

    


    
      	
              4.10

            	
              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.

            


    

    


    
      	
              4.11

            	
              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.	 	 NOVORI JEWELRY
      INC.	 
	 	 	 	 
	 	 	 	 
	 Per:	 	 Per:	 
	 	 	 	 
	 /s/
      Brandon Toth	 	 /s/
      Harold Schaffrick	 
	 Brandon Toth,
      President	 	 Harold Schaffrick, Chief
      Executive Officer	 


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
1

    


    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.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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. 

            


    

    


    
      	
              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.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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:	 
	 	 	 	 
	 /s/
      Brandon Toth	 	 /s/
      Harold Schaffrick	 
	 Brandon Toth,
      President	 	 Harold Schaffrick, Chief
      Executive Officer	 


      

       

    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    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:
      _______________________________________ 


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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.

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    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.

            


    

     

    
 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    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

            	
              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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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.

            


    

    


    
      	
              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:	 
	 	 	 	 
	 /s/
      Brandon Toth	 	 /s/
      Harold Schaffrick	 
	 Brandon Toth,
      President	 	 Harold Schaffrick, Chief
      Executive Officer	 


      

       

    

    


    13