Exhibit 4.3


 


SHARE EXCHANGE AGREEMENT


 


THIS SHARE EXCHANGE AGREEMENT (this “Agreement”)
is made as of August 25, 2004 by and among CASCADE SLED DOG ADVENTURES, INC., a
Nevada corporation (the “Company”), Sunset Brands, Inc., a Nevada
corporation (“Sunset”), and certain holders of the Company’s Common
Stock, $.001 par value (“Common Stock”) identified on Exhibit 1
attached hereto (each a “Holder” and collectively, the “Holders”).


 


A.            WHEREAS,
the Company has 5,045,658 shares of issued and outstanding Common Stock.


 


B.            WHEREAS,
the Holders have acquired and are the record and beneficial owners of the
number of shares of Common Stock specified in Exhibit 1 attached hereto. 


 


C.            WHEREAS,
the Company and Sunset have entered into an Agreement and Plan of Merger, dated
on or about August 25, 2004 (the “Merger Agreement”) pursuant to which
Sunset will merge with a wholly-owned subsidiary of the Company and the
stockholders of Sunset will become stockholders of the Company (the “Merger”).


 


D.            WHEREAS,
pursuant to the terms of a Confidential Term Sheet, dated on or about August 6,
2004 (together with any supplements or amendments thereto, including the
supplement dated on or about August 23, 2004, the “Term Sheet”), Sunset
is offering up to $6,300,000 in Units (the “Units”), each Unit having a
purchase price of $900 and consisting of 1,000 shares of Series A Redeemable
Convertible Preferred Stock and warrants to purchase an aggregate of 1,000
shares of Common Stock, $0.0001 par value, of Sunset at the following exercise prices:
(i) 500 shares at an exercise price of $1.08 per share, (ii) 250 shares at an
exercise price of $1.20 per share, and (iii) 250 shares at an exercise price of
$1.32 per share (subject to adjustment in certain circumstances);


 


E.             WHEREAS,
as a condition to the closing of the Merger (the “Closing”) and the
other transactions contemplated by the Merger Agreement, Sunset and the Company
have required that 2,218,560 issued and outstanding shares of Common Stock be
cancelled and exchanged for warrants (the “Warrants”) to purchase an
aggregate of 1,000,000 shares of Common Stock at an initial exercise price of
$1.08 per share, in substantially the same form attached hereto as Exhibit A,



 


F.             WHEREAS,
simultaneous with the Closing, the Holders wish to exchange the number of
shares of Common Stock specified after their respective names in Exhibit 1 to this Agreement for the
number Warrants specified after their respective names in Exhibit 1, all in accordance with the
terms of this Agreement.  


 


NOW, THEREFORE,
in consideration of the premises and of the covenants and agreements
hereinafter set forth and for other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereby covenant
and agree as follows:


 


1.                                       Agreement
to Convert Common Stock.  


 


1.1           Cancellation and Exchange of
Common Stock.  


 


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(a)           Cancellation
and Exchange.  Each of the Holders
hereby agrees that simultaneously with the Closing, the number of shares of
Common Stock held by such Holder and set forth after such Holder’s name on Exhibit
1 attached hereto (along with any right to declared but unpaid dividends,
preferences or distributions (collectively, the “Tendered Shares”) shall be
automatically cancelled and exchanged for the right to receive Warrants to
purchase the number of shares of Common Stock specified after such Holder’s
name in Exhibit 1 attached hereto (collectively, the “Conversion Securities”).


 


(b)           Irrevocable
Election.  Holder agrees that the
decision to convert the Tendered Shares pursuant to this Agreement is
irrevocable and is contingent solely upon Closing of the Merger.  Each Holder agrees that, without the prior
written consent of the Company and Sunset, following the date of this Agreement
until the earlier of (i) Closing of the Merger or (ii) termination of the
Merger Agreement in accordance with its terms for reasons other than a breach
by the Company, such Holder shall not (A) elect to convert the Tendered Shares
into any other security of the Company other than pursuant to this Agreement,
or (B) directly or indirectly sell, assign, hypothecate or otherwise transfer
or purport to transfer all or any portion of the Tendered Shares (or securities
issuable upon conversion thereof). 
Effectiveness of any sale, assignment or transfer of any Tendered Shares
that is approved in writing by the Company and Sunset shall be contingent upon
the new Holder agreeing in writing to be bound by the terms of this Agreement.


 


(c)           Cancellation
of Tendered Shares.  Each Holder
agrees that, as of the Closing, (i) the Tendered Shares shall be deemed
cancelled, and (ii) the Holder shall have no rights with respect to the
Tendered Shares other than to surrender the original stock certificate(s) representing
such Tendered Shares (the “Certificate(s)”) for conversion and to
receive the number of Warrants specified after such Holder’s name in Exhibit 1 in exchange therefor.  Prior to the Closing, Holder shall deliver
the Certificate(s) to the Company (or its designee) duly endorsed for transfer
to the Company.  Promptly following the
Closing, the Company shall deliver or cause its transfer agent to deliver to
each Holder, the number of Warrants specified after such Holder’s name in Exhibit 1; provided, however, that to
the extent that any Holder does not deliver the Certificate(s) prior to
Closing, upon surrender of the duly endorsed original Certificate(s) to the
Company (or its designee), the Holder shall be entitled to receive (and the
Company shall promptly issue or cause to be issued) in exchange therefor the
number of Warrants specified after such Holder’s name in Exhibit 1.


 


(d)           Lost
Certificates.  In the event that any
Certificate(s) has been lost or destroyed, the Holder of the Tendered Shares
represented by such Certificate(s), as a condition to receipt of any Conversion
Securities in exchange therefore, execute and deliver to the Company an
indemnity agreement, in such customary form as is reasonably acceptable to the
Company and Sunset, indemnifying the Company for any loss or damages resulting
from or arising out of the loss of such Certificate(s).


 


1.2           Piggy-Back Registration Rights.  Holder shall have the following registration
rights with respect to (i) all shares of Common Stock owned by such Holder
immediately following the Closing, and (ii) the shares of Common Stock
underlying the Conversion Securities acquired pursuant to the terms of this
Agreement:


 


(a)           Registration.  In the event that the Company files a
registration statement with the Securities and Exchange Commission (“Commission”)
at any time following the Closing, the Company will give written notice to
Holder of such filing at least thirty (30) days prior to the effective date of
such registration statement.  Upon the
written request of the Holder that is received by the Company at least ten (10)
business days prior to effectiveness of such registration statement, the


 


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Company will cause (i) all shares of Common Stock owned by such Holder
immediately following the Closing and (ii) all shares of Common Stock issued or
issuable upon conversion or exercise of such Holder’s Conversion Securities
(collectively, the “Shares”) to be included in the registration
statement, to the extent necessary to legally permit the resale or other
disposition of Shares by the Holder. 
Nothing herein shall require the Company to file any registration
statement and the Company may withdraw such registration statement at any
time.  In addition, nothing herein shall
entitle Holder to participate in any registration if such Holder’s
participation is prohibited under applicable law (including Commission rules
and regulations).


 


(b)           Underwritten
Offering.  If the registration is for
a public offering involving an underwriting, Company will so advise Holder as a
part of its written notice.  In such
event, the right of Holder to registration pursuant to this Section 1.2 is
conditioned upon Holder’s participation in the underwriting and the inclusion
of Holder’s Shares in the underwriting to the extent provided herein.  Holder will enter into (together with Company
and the other shareholders distributing their securities through the
underwriting) an underwriting agreement with the underwriter or underwriters
selected by Company for the underwriting provided that the underwriting
agreement is in customary form and is reasonably acceptable to Holders of a
majority of all Shares issued or issuable upon conversion of Conversion
Securities.


 


(c)           Cut
Back at Request of Underwriter. 
Notwithstanding any other provision of this Section, if the managing
underwriter of an underwritten distribution advises Company and Holder in
writing that in its good faith judgment the number of Shares and the other
securities requested to be registered exceeds the number of Shares and other
securities which can be sold in the offering, then (i) the number of Shares so
requested to be included in the offering will be reduced to that number of
Shares which in the good faith judgment of the managing underwriter can be sold
in the offering, and (ii) the reduced number of Shares will be allocated among
all Holders electing to have their Shares registered with such allocation being
made on a pro rata basis based on the relative percentage of Shares requested
to be registered by all Holders.  All
Shares and other securities which are excluded from the underwriting by reason
of the underwriter’s marketing limitation and all other Shares not originally
requested to be so included will not be included in the registration and will
be withheld from the market by Holder for a period, not to exceed 180 days,
which the managing underwriter reasonably determines is necessary to effect the
underwritten public offering.


 


(d)           Registration
Procedures.  In connection with the
registration of Shares, Company, at its expense, will:


 


(i)            In
accordance with the Securities Act and all applicable rules and regulations,
prepare and file with the Commission a registration statement on Form S-1, S-2,
S-3, SB-2, or S-4 (or any successor form which is intended to replace, or to
apply to similar transactions as, such forms) or such other form as the Company
may reasonably determine, with respect to the Shares;


 


(ii)           If
the offering is to be underwritten in whole or in part, enter into a customary
written underwriting agreement in form and substance reasonably satisfactory to
the managing underwriter of the public offering;


 


(iii)          Furnish
to Holder such number of copies of the registration statement and each
amendment and supplement thereto, preliminary prospectus, final prospectus and
such other documents as the underwriters and Holder may reasonably request in
order to facilitate the public offering of the securities registered;


 


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(iv)          Notify
Holder of the filing of, such amendments or supplements to the registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to the securities is
required to be delivered under the Securities Act, any event has occurred as
the result of which the prospectus or any other prospectus as then in effect
would include an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading;


 


(v)           In
case Holder or any underwriter for Holder is required to deliver a prospectus
at a time when the prospectus then in circulation is not in compliance with the
Securities Act or the rules and regulations of the Commission, prepare upon
request such amendments or supplements to such registration statement and such
prospectus as may be necessary in order for the prospectus to comply with the
requirements of the Securities Act and such rules and regulations; and


 


(vi)          Advise
Holder, after it receives notice or obtains knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of the
registration statement or the initiation or threatening of any proceeding for
that purpose and promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if a stop order
should be issued.


 


(e)           Expenses.


 


(i)            With
respect to each inclusion of Shares in a registration statement pursuant to
this Agreement, Company will bear all fees, costs and expenses of and
incidental to the registration and the public offering in connection therewith;
provided, however, that Holder will bear its pro rata share of any underwriting
discounts and/or commissions.


 


(ii)           The
fees, costs and expenses of registration to be borne as provided in this
Section, include, without limitation, all registration, filing and NASD fees,
exchange fees (if any), printing expenses, fees and disbursements of accountants
and counsel for Company (but excluding any fees or disbursements of counsel for
Holder), fees and disbursements of counsel for the underwriter or underwriters
of such securities (if Company and/or selling security shareholders are
otherwise required to bear such fees and disbursements).


 


(f)            Indemnification.


 


(i)            Company
will indemnify and hold harmless pursuant to the provisions of this Agreement,
Holder and each of Holder’s officers, directors, partners, legal counsel and
accountants, and each person who controls Holder within the meaning of the
Securities Act and any underwriter (as defined in the Securities Act) for
Holder, and any person who controls such underwriter within the meaning of the
Securities Act, from and against, and to reimburse Holder, its officers,
directors, partners, legal counsel, accountants and controlling persons and
each underwriter and controlling person of such underwriter with respect to,
any and all claims, actions (actual or threatened), demands, losses, damages,
liabilities, costs and expenses to which Holder, its officers, directors,
partners, legal counsel, accountants or controlling persons or any such
underwriter or controlling person of such underwriter may become subject under
the Securities Act or otherwise, insofar as such claims, actions, demands,
losses, damages, .liabilities, costs or expenses arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement, any prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in light of
the circumstances in which they were made;


 


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provided, however, that Company will not be liable in any such case to
the extent that any claim, action, demand, loss, damage, liability, cost or
expense is caused by an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with written information
furnished by Holder, such underwriter or such controlling person specifically
for use in the preparation thereof.


 


(ii)           Holder
will indemnify and hold harmless Company, its officers, directors, legal
counsel and accountants, any underwriter and each person who controls Company
or any underwriter within the meaning of the Securities Act, from and against,
and agrees to reimburse Company, its officers, directors, legal counsel,
accountants and controlling persons, any underwriter with respect to, any and
all claims, actions, demands, losses, damages, .liabilities, cots or expenses
to which Company, its officers, directors, legal counsel, accountants, such
controlling persons, or any underwriter may become subject under the Securities
Act or otherwise, insofar as such claims, actions, demands, losses, damages,
liabilities, costs or expenses are caused by any untrue or alleged untrue statement
of any material fact contained in such registration statement, any prospectus
contained therein or any amendment or supplement thereto or are caused by the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
conformity with written information furnished by Holder specifically for use in
the preparation thereof.  Notwithstanding
the foregoing, Holder will not be obligated hereunder to pay more than the
net-proceeds realized by it upon its sale of Shares included in such
registration statement.


 


(g)           Restrictions.  Shares will only be treated as eligible for
registration under this Section 1.2 if and so long as they (i) have not been
sold to or through a broker or dealer or underwriter in a public distribution
or a public securities transaction, or (ii) have not been sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions and
restrictive legends with respect to such Shares are removed upon the
consummation of such sale.  In addition,
any right to have Shares registered and any obligation of the Company to effect
or maintain such registration shall terminate at such time as the Shares may be
sold in reliance on Rule 144 of the Securities Act.


 


(h)           Information.  Holder will furnish Company with such
information with respect to Holder and the Shares as Company may from time to
time reasonably request in writing and as may be required by law or by the
Commission.  In the event Holder fails or
refuses to provide such requested information in a timely manner, the Company
shall have the right to exclude such Holder’s Shares from the registration
statement.


 


2.             Representations
and Warranties of Holder. 
Holder hereby represents, warrants and agrees with the Company and
Sunset that:


 


2.1           Authorization; Outstanding Common
Stock.  Holder
has full power and authority to enter into the Agreement.  The Agreement, when executed and delivered by
Holder, will constitute a valid and legally binding obligation of Holder,
enforceable in accordance with its terms.  Holder is the only person with a direct or
indirect interest in the Tendered Shares being converted into Conversion
Securities under this Agreement.  Neither
the Tendered Shares nor any interest therein has been sold, assigned,
transferred or hypothecated by Holder and Holder has not entered into any
agreement or arrangement to sell, assign, transfer or hypothecate all or any
portion of the Tendered Shares.  The
Tendered Shares are owned, beneficially and of record, by Holder free and clear
of any claims, liens or encumbrances. 
The information contained in Exhibit
1, attached hereto, regarding Holder, his or its


 


5
















 


address and share ownership is complete and accurate and the Company
and Sunset may rely on such information in issuing the Conversion Securities.


 


2.2           Accredited
Investor.  Holder
is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”).  Holder is experienced in
evaluating and investing in securities of companies in a similar stage of
development and is able to fend for himself or itself and can bear the economic
risk of an investment in the Conversion Securities and underlying Shares.  


 


2.3           Disclosure
of Information and Risks.  Holder has a preexisting
relationship with, and has extensive knowledge of, the Company.  Holder has had an opportunity to ask
questions and receive answers from the Company and Sunset with respect to the
Merger and related transactions, including (without limitation) the Company’s
proposed acquisition of Low Carb Creations, Inc. (“LCC”) following the
closing of the Merger (the “LCC Acquisition”).  Holder has had an opportunity to review any
requested documentation regarding the terms of the Merger, the LCC Acquisition
and related transactions, as well as the business, properties, prospects and financial
condition of the Company.  Holder acknowledges and agrees that Holder
has previously received a copy of the Term Sheet, and is aware that an
investment in the Conversion Securities as a result of the exchange of Common
Stock contemplated hereby involves significant risks including those described
in this Agreement and in the Term Sheet under “Risk Factors.”  Among other things, Holder acknowledges and
agrees that there can be no assurance that the LCC Acquisition will be
completed in a timely manner or, if completed, the Company will be able to
successfully operate LCC or execute its business plan.  Holder has been advised to consult, and has
had an opportunity to consult, with Holder’s own counsel and/or tax or other
advisors regarding the transaction contemplated by this Agreement.  


 


2.4           Specific Risk Awareness.  Holder
confirms that Holder understands and has fully considered the risks of the
exchange of Tendered Shares contemplated by this Agreement and the resulting
investment in the Conversion Securities and underlying Shares.  By agreeing to exchange the Tendered Shares
for the Conversion Securities, Holder acknowledges and agrees that if Holder
elects to exercise convert all or any portion of the Conversion Securities into
Shares, Holder will hold only a small percentage of the total issued and
outstanding shares of Common Stock of the Company following completion of the
Merger and, as a result, will be bound by decisions made by holders of a
majority of such outstanding shares.  In
addition, Holder acknowledges, confirms, and agrees that (a) an investment in
Conversion Securities (and underlying Shares) is suitable only for an investor
who is able to bear the economic consequences of losing his or its entire
investment, (b) investment in the Conversion Securities is highly speculative
and involves a high degree of risk of loss by Holder of his or its investment,
(c) Holder is able to bear the economic risk of this investment, and (d) Holder
may be required to hold the Conversion Securities and/or underlying Shares for
an indefinite period of time.  


 


2.5           Purchase Entirely for Own Account.  This
Agreement is made with Holder in reliance upon Holder’s representation to the
Company and Sunset, which by Holder’s execution of this Agreement Holder hereby
confirms, that the Conversion Securities (and underlying shares of Common
Stock) to be acquired by Holder will be acquired for investment for Holder’s
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof (other than sales in accordance with
applicable state and federal securities laws). 
By executing this Agreement, Holder further represents that Holder does
not presently have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to any of the Conversion Securities (or underlying shares
of Common Stock) and Holder has


 


6
















 


not been formed for the specific purpose of acquiring
the Conversion Securities or underlying shares of Common Stock.


 


2.6           No
Public Market.  Holder understands that there
can be no assurance that a liquid public market for the Warrants or the Common
Stock underlying the Warrants will ever exist.


 


2.7           Restricted Securities.  Holder
understands that the Warrants and the Common Stock issuable upon exercise of
the Warrants) have not been, and will not be, registered under the Securities
Act by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of Holder’s representations as expressed
herein.  Holder understands that the Warrants and the Common Stock underlying the
Warrants will be “restricted securities” under applicable U.S. federal and
state securities laws and regulations, and that pursuant to these laws, Holder
must hold the Warrants and Common Stock underlying the Warrants indefinitely
unless they are registered with the Commission and qualified by state
authorities or an exemption from such registration and qualification
requirements is available.  Holder
acknowledges that the Company has no obligation to register or qualify the
Conversion Securities or underlying shares of Common Stock for resale other
than in accordance with the terms of this Agreement.  Holder further acknowledges that if an
exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and
manner of sale, the holding period for the Warrants and shares of Common Stock
underlying the Warrants, and requirements relating to the Company which are
outside of Holder’s control and which the Company is under no obligation, and
may not be able, to satisfy.


 


2.8           Legends.   It is understood and agreed that the Warrants
and the shares of Common Stock underlying the Warrants, and any securities
issued in respect thereof or exchange therefor, may bear a legend substantially
the same as the following legend as well as any legend required by the Blue Sky
laws of any state of the United States to the extent such laws are applicable
to the Shares represented by the certificate so legended:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD OR OTHERWISE DISTRIBUTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT AND LAWS.”


 


3.             Release
of Claims.  Each Holder hereby
waives, releases and discharges the Company, Sunset and its successors,
representatives, subsidiaries, assigns, agents, officers, directors, and
employees, and each of them (herein collectively the “Releasees”), of
and from any and all claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action, of every nature, character and description,
known or unknown, relating to the offer, sale or issuance of the Tendered
Shares or any other obligations or securities of the Company (collectively, “Released
Claims”), which Holder now owns or holds, or has at any time heretofore
owned or held, in any way relating to any prior agreements, arrangements or
understandings between Holder and any Releasee, except for any claims arising
under the terms of this Agreement, the Merger Agreement, or Holder’s rights as
a holder of the Tendered Shares.  Holder agrees
that to forever refrain and forbear from commencing, instituting or prosecuting
any lawsuit, action or other proceeding against any Releasees based on, arising
out of, or in connection with any Released Claim.


 


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Each Holder hereby waives and relinquishes all rights
and benefits afforded by Section 1542 of the Civil Code of the State of
California with respect to the Released Claims. 
Holder understands that the facts in respect of which the release made
in this Agreement are given may hereafter turn out to be other than or
different from the facts in that connection now known or believed by Holder to
be true, and Holder hereby accepts and assumes the risk of the facts turning
out to be different and agrees that this release shall be and remain in all
respects effective and not subject to termination or rescission by virtue of
any such difference in facts.


 


Section 1542 of the Civil Code of the State of
California reads as follows:


 


“A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.” 


 


4.             Indemnification
of Company and Sunset Each Holder agrees to indemnify and hold harmless the
Company, Sunset and each of their respective officers, directors, agents,
attorneys, accountants and affiliates from and against all damages, losses,
costs and expenses (including reasonable attorneys’ fees) that they may incur
by reason of the failure of Holder to fulfill any of the terms or conditions of
this Agreement, or by reason of any breach of the representations and
warranties made by Holder herein or in any other document provided by Holder to
the Company or Sunset in connection with the transactions contemplated hereby.
Holder understands and agrees that, in addition to any other remedies available
to the Company under this Agreement, the Merger Agreement, or under applicable
law, in the event of any breach of Holder’s representations or warranties
contained in Section 2.1, the Company may (or may cause its transfer agent to)
issue stop transfer instructions with respect to any of the Conversion
Securities.


 


5.             Nontransferability
of Agreement.  This Agreement is not
transferable or assignable by a Holder without the written consent of the
Company and Sunset.


 


6.             Holders’
Joint and Several Liability.  If more
than one person is executing this Agreement as a Holder, the obligations of
each shall be joint and several and the representations and warranties
contained in this Agreement shall be deemed to be made by, and be binding upon,
each of those persons and his or her heirs, executors, administrators,
successors and assigns.


 


7.             Successors and Assigns.  The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
permitted transferees of any of the Tendered Shares or Conversion Securities).  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


 


8.             Governing
Law; Arbitration.  This Agreement
shall be construed in accordance with and governed in all respects by the laws
of the State of California.  Holder
agrees that any dispute, controversy or claim arising out of, relating to, or
in connection with, this Agreement or the agreements or transactions
contemplated hereby shall be finally settled by arbitration conducted in
accordance with the provisions of this Section 8.  The arbitration shall be conducted and the
arbitrator chosen in accordance with the rules of the American Arbitration
Association (the “AAA”) in effect at the time of the arbitration, except as
they may be modified herein or by mutual agreement of the Company, Sunset (to
the extent Sunset is a party to such claim) and Holder.  The seat of the arbitration shall be in Los
Angeles, California.  Each of the
Company, Sunset and Holder hereby irrevocably submits to the jurisdiction of
the


 


8
















 


arbitrator in Los Angeles, California and waives any defense in an
arbitration based upon any claim that such party is not subject personally to
the jurisdiction of such arbitrator, that such arbitration is brought in an
inconvenient forum or that such venue is improper.  The arbitral award shall be in writing and
shall be final and binding on each of the Company, Sunset and Holder.  The award may include an award of costs,
including reasonable attorneys’ fees and disbursements.  Judgment upon the award may be entered by any
court having jurisdiction thereof or having jurisdiction over the parties or
their assets.  Holder
acknowledges and agrees that by agreeing to the provisions of this Section 8
Holder is waiving any right that Holder may have to a jury trial with respect
to the resolution of any dispute under this Agreement.


 


9.             Amendments;
Counterparts.  This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.  This Agreement may only be
amended by written agreement of Holder, the Company and Sunset.  Upon execution by the Company and Sunset,
this Agreement shall be binding upon each Holder who executes a copy of this
Agreement regardless of whether any other Holders agree to execute a
counterpart of this Agreement or be bound by its terms.


 


10.           Entire
Agreement; No Reliance on Other Information.  This Agreement, and the documents referred to
herein or contemplated hereby constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof, and any and all other written
or oral agreements relating to the subject matter hereof existing between the
parties hereto are expressly canceled. 
Holder acknowledges and agrees that, other than as specifically
contained or referenced in or specifically contemplated by this Agreement,
Holder has not relied on and no party has provided any information (whether
written or oral) to, or made any representation, warranty or promise relating
to, the Tendered Shares, Conversion Securities or underlying Shares, the
Merger, the LCC Merger, or Holder’s decision to enter into this Agreement.  


 


11.           Notice
Regarding Record Ownership. All record Holders of the Common Stock being
converted and exchanged hereby should sign this Agreement in the same name as
title to such Common Stock is held. 
Conversion Securities will be issued in the name of the record holder of
the Common Stock as maintained by the Company. 
In the event that the Conversion Securities are to be issued to a
different person or entity, a special request must be made in writing to the
Company and Sunset and the Company and Sunset consent to the transfer of rights
to receive the Conversion Securities.


 


9
















 


IN WITNESS WHEREOF, the undersigned have signed this
Agreement as of the date set forth above.


 


	
   

  	
  “Company”

  
	
   

  	
   

  
	
   

  	
  CASCADE SLED DOG ADVENTURES, INC., a

  Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Rowland W. Day II, President

  
	
   

  	
   

  
	
   

  	
  “Sunset”

  
	
   

  	
   

  
	
   

  	
  SUNSET BRANDS, INC., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
    Todd Sanders, President and CEO

  



 


	
  “Holders”

  	
   

  
	
   

  	
   

  
	
  ACUARIUS ASSOCIATES CORP.

  	
  ARDEE TRADING CORP.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  CARLTON EQUITIES SA

  	
  GRANADA ENTERPRISES

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  MIRAFLORES CORP

  	
  RED SPRINGS TRADING CORP.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  VALENTIA PROPERTIES INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  



 


10
















 


EXHIBIT
1


 


List
of Holders, Tendered Shares and Conversion Securities


 


	
  Name

  	
   

  	
  Number of Shares of

  Common Stock Owned

  	
   

  	
  Number of

  Tendered Shares

  	
   

  	
  Warrants to

  be Issued

  	
   

  
	
  Initials

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acuarius
  Associates Corp.

  	
   

  	
  575,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ardee Trading
  Corp.

  	
   

  	
  700,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carlton Equities
  SA

  	
   

  	
  650,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Granada
  Enterprises

  	
   

  	
  700,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Miraflores Corp.

  	
   

  	
  300,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Red Springs
  Trading Corp.

  	
   

  	
  300,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valentia
  Properties Inc.

  	
   

  	
  575,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dennis Madsen

  	
   

  	
  200,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
  4,000,000

  	
   

  	
  2,218,560

  	
   

  	
  1,000,000

  	
   

  



 


11