AGREEMENT

     

    This Agreement (the “Agreement”) is
dated December 19, 2008 and is made by and between Vortex Resource Corp. (the
“Company”) and ______________ (“Holder”).

     

    WHEREAS, Graeton Holdings
Limited (the “Assignor”) and the Company entered into registration rights
agreement dated July 21, 2005, whereby the Company agreed to file a registration
statement registering the 441,566 shares of the Company’s common stock issued in
connection with the Navigator acquisition within 75 days of the closing of the
transaction.

     

    WHEREAS, the Company also
agreed to have such registration statement declared effective within 150 days
from the filing thereof.

     

    WHEREAS, in the event that the
Company failed to meet its obligations to register the shares, it was required
to pay a penalty equal to 1% of the value of the shares per month.

     

    WHEREAS, the Assignor provided
a written waiver to the Company stating that the Assignor would not raise any
claims in connection with the filing of registration statement through May 30,
2006, which was extended through May 30, 2007 without penalty.

     

    WHEREAS, as June 30, 2008
(effective March 31, 2008), the Company was in default of said agreement and
therefore made a provision for compensation for $150,000 to represent agreed
final compensation (the “Penalty Payment”).

     

    WHEREAS, Assignor assigned
$_____ of the Penalty Payment (the “Conversion Amount”) to the
Holder;

     

    WHEREAS, due to current
capital constraints and operational difficulties, the Company will be unable to
pay the Conversion Amount;

     

    WHEREAS, in lieu of payment on
the Note, Holder has agreed to convert the Conversion Amount into ____________
shares of common stock (the “Shares”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW, THEREFORE, in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented to
and agreed by and between the Company and Affiliate as follows:

     

    1.           The
Company and Holder hereby agree to convert the Conversion Amount into the
Shares.

     

    2.           Holder
warrants and represents that no other person or entity has any interest in the
matters released herein, and that it has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion of
the Securities.

     

    3.           Each
party shall be responsible for their own attorneys’ fees and costs.

     

    4.           Each
party acknowledges and represents that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.

     

    5.           This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the parties and supersedes and replaces all prior
negotiations, proposed agreement and agreements, written or
oral.  Each of the parties hereto acknowledges that neither any of the
parties hereto, nor agents or counsel of any other party whomsoever, has made
any promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject hereto, to induce it to execute this
Agreement and acknowledges and warrants that it is not executing this Agreement
in reliance on any promise, representation or warranty not contained
herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.           This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the parties
hereto.

     

    7.           Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be severed and deemed not to be part of this
Agreement.

     

    8.           The
Parties agree that this Agreement is governed by the Laws of the State of
California and that any and all disputes that may arise from the provisions of
this Agreement shall be tried in the courts located in Los Angeles,
California.  The Parties agree to waive their right to trial by jury
for any dispute arising out of this Agreement.

     

    9.           This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.

    


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    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first indicated
above.

     

     

    VORTEX
RESOURCE CORP.

    


    ______________________________

    Name:  Robin
Ann Gorelick

    Title:    Secretary

    


    


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    By:___________________________                                                                           

    Name:

    Title: