Filed by Automated Filing Services Inc. (604) 609-0244 - Mobiventures Inc. -






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

REGULATION S DEBT CONVERSION AGREEMENT

THIS REGULATION S DEBT CONVERSION AGREEMENT (the “Agreement”)
  is made effective as of the 9th day of November, 2007.

BETWEEN:

THE UNDERSIGNED CREDITOR

(the "Creditor")

OF THE FIRST PART

AND:

MOBIVENTURES INC.,
a Nevada
corporation
(the “Company")

OF THE SECOND PART

WHEREAS:

          
A.      The Creditor is a creditor of the Company.


          
B.      The Company and the Creditor have agreed
to settle the indebtedness owed by the Company to the Creditor by the issuance
of shares of the Company’s common stock to the Creditor upon the terms and
conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows: 

ARTICLE 1.
DEFINITIONS

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




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          (a)      “Common
Stock” means the common stock of the Company, par value $0.001 per share.

          (b)      “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as
amended;

          (c)     
“Indebtedness” means the amount owed by the Company to the Creditor as set forth
on the execution page of this Agreement.

          (d)     
“Offering” shall mean the offering of the Shares by the Company to the
Creditor;

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

          (f)      “SEC
Filings” shall mean those filings made by the Company with the SEC in accordance
with its reporting obligations under the Exchange Act;

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

          (h)      "Shares"
means shares of Common Stock to be issued to the Creditor pursuant to the terms
and conditions of this Agreement in settlement of the Indebtedness.

          1.2      Schedules.
The following schedules are attached to and form part of this Agreement:

Schedule A Definition of U.S. Person

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

     ARTICLE 2.
SETTLEMENT OF
INDEBTEDNESS

          2.1      Settlement
  of Indebtedness. Subject to the terms and conditions hereinafter set forth,
  the Creditor hereby agrees to accept the issuance by the Company to the Creditor
  of a number of Shares equal to the amount of the Indebtedness divided by a price
  of $0.021 US per Share as payment in full of the Indebtedness.

          2.2      Delivery
of Shares. Upon execution of this Agreement by the Company, the Company will
deliver to the Creditor certificates representing the Shares. Upon delivery by
the Company of the certificates representing the Shares:

	the Indebtedness will be deemed to be repaid in full by the Company,
  
	the Company will have no further liability or obligation to the Creditor
  in respect of the Indebtedness,
  
	the Creditor will have no further claim or action against the Company in
  respect of the Indebtedness; and
  
	the Creditor will have been deemed to have released and discharged the
  Company of all liabilities and obligations relating to the Indebtedness.






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          2.2      Compliance
with Securities Laws. The obligation of the Company to issue the Shares is
conditional upon compliance with all securities laws and other applicable laws
of the jurisdiction in which the Creditor is resident. Each Creditor will
deliver to the Company all other documentation, agreements, representations and
requisite government forms required by the lawyers for the Company as required
to comply with all securities laws and other applicable laws of the jurisdiction
of the Creditor.

ARTICLE 3.
AGREEMENTS, REPRESENTATIONS AND
WARRANTIES OF THE CREDITOR

          3.1      Exemption
from Registration. The Creditor acknowledges and agrees that the Shares will
be offered and sold to the Creditor without such offers and sales being
registered under the Securities Act and will be issued to the Creditor in an
offshore transaction outside of the United States in accordance with a safe
harbour from the registration requirements of the Securities Act provided by
Rule 903 of Regulation S of the Securities Act based on the representations and
warranties of the Creditor in this Agreement. As such, the Creditor further
acknowledges and agrees that all Shares will, upon issuance, be “restricted
securities” within the meaning of the Securities Act.

          3.2     
Resales of Securities. The Creditor acknowledges that that the Shares may
not be offered, resold, pledged or otherwise transferred except pursuant to the
provisions of Regulation S of the Securities Act, through an exemption from
registration under the Securities Act or pursuant to an effective registration
statement under the Securities Act and in accordance with all applicable state
securities laws and the laws of any other jurisdiction. The Creditor agrees to
resell the Shares only in accordance with the provisions of Regulation S of the
Securities Act, pursuant to registration under the Securities Act, or pursuant
to an available exemption from registration pursuant to the Securities Act. The
Creditor agrees that the Company will refuse to register any transfer of the
Shares not made in accordance with the provisions of Regulation S of the
Securities Act, pursuant to registration under the Securities Act or pursuant to
an available exemption from registration. The Creditor agrees that the Company
may require the opinion of legal counsel reasonably acceptable to the Company in
the event of any offer, sale, pledge or transfer of any of the Shares by the
Creditor pursuant to the provisions of Regulation S of the Securities Act or
pursuant to an exemption from registration under the Securities Act. 

          3.3     
Hedging Transactions. The Creditor agrees not to engage in hedging
transactions with regard to the Shares unless in compliance with the Securities
Act.

          3.4      Share
Certificates. The Creditor acknowledges and agrees that all certificates
representing the Shares will be endorsed with the following legend, or such
similar legend as deemed advisable by legal counsel for the Company, to ensure
compliance with Regulation S of the Securities Act and to reflect the status of
the Shares as restricted securities:


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








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          3.5      No
Registration Rights. The Creditor acknowledges and agrees that the Company
has no obligation to register the resale of the Shares by the Creditor under the
Securities Act.

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

          (a)      The
Creditor is not a “U.S. Person” as defined by Regulation S of the Securities
Act, as set forth in Schedule A hereto.

          (b)      The
Creditor is not acquiring the Shares for the account or benefit of a U.S.
Person.

          (c)      The
Creditor was not in the United States at the time the offer to purchase the
Shares was received or at the time this Agreement was executed.

          (d)     
The Creditor has such knowledge, sophistication and experience in business and
financial matters such that it is capable of evaluating the merits and risks of
the investment in the Shares. The Creditor has evaluated the merits and risks of
an investment in the Shares. The Creditor can bear the economic risk of this
investment, and is able to afford a complete loss of this investment.

          (e)      The
Creditor acknowledges that the Company is in the early stages of development of
its business and the Company’s success is subject to a number of significant
risks, including the risk that the Company will not be able to finance its plan
of operations and that the Company’s business plan will not succeed. The
Creditor acknowledges that any forward-looking information provided by the
Company to the Creditor are subject to risks and uncertainties and that the
Company’s actual results may differ materially from the results anticipated.

          (f)      The
Shares will be acquired by the Creditor for investment for the Creditor's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Creditor has no present intention
of selling, granting any participation in, or otherwise distributing the same.
The Creditor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Shares.

          (g)     
The Creditor has received or has had full opportunity to review the Company’s
SEC Filings. The Creditor has had full opportunity to ask questions and receive
answers from representatives of the Company regarding the Company’s SEC Filings,
the terms and conditions of the Offering and the business, properties, prospects
and financial condition of the Company, each as is necessary to evaluate the
merits and risks of investing in the Shares. The Creditor believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Shares. The Creditor has had full opportunity to discuss
this information with the Creditor’s legal and financial advisers prior to
execution of this Agreement.

          (h)      The
Creditor acknowledges that the Shares will be offered and sold without
registration under the Securities Act in a private placement that is exempt from
the registration provisions of the Securities Act based on the truth and
accuracy of the representations of the Creditor. The Creditor acknowledges that
the Company will rely on these representations in completing the issuance of the
Shares to the Creditor. The Creditor further acknowledges that the offering of
the Shares by the Company has not been reviewed by the SEC or any state
securities regulatory authority.

          (i)      This
Agreement has been duly authorized, validly executed and delivered by the
Creditor.




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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY

          4.1      Representations
and Warranties of the Company. The Company represents and warrants to the
Creditor and acknowledges that the Creditor is relying upon such representations
and warranties in connection with the execution, delivery and performance of
this Agreement:

          (a)      The
Company is a corporation duly incorporated and in good standing under the laws
of the State of Nevada, and has the requisite corporate power and authority to
conduct its business as it is currently being conducted, to enter into this
Agreement and to issue the Shares to the Creditor.

          (b)      The
execution and delivery by the Company of this Agreement has been duly authorized
by all necessary action on the part of the Company, and no further consent or
action is required by the Company, its board of directors or its
stockholders.

          (c)      The
issuance of the Shares has been duly authorized by all necessary corporate
action of the Company.

          (d)      Upon
issuance in accordance with the terms and conditions of this Agreement, the
Shares will be validly issued, fully paid and non-assessable shares of the
Company’s common stock. 

          (e)     
The existing stockholders of the Company have no pre-emptive or similar rights
to purchase shares of Common Stock from the Company.

          (f)      The
issue and sale of the Shares by the Company does not and will not conflict with,
and does not and will not result in a breach of, any of the terms of its
Articles of Incorporation or Bylaws or any agreement or instrument to which the
Company is a party.

ARTICLE 5
MISCELLANEOUS PROVISIONS

          6.1     
Effectiveness of Representations; Survival. Each party is entitled to
rely on the representations, warranties and agreements of each of the other
parties and all such representation, warranties and agreement will be effective
regardless of any investigation that any party has undertaken or failed to
undertake. The representation, warranties and agreements will survive the
Closing and continue in full force and effect until the one year anniversary of
the Closing.

          6.2      Further
Assurances. Each of the parties hereto will cooperate with the others and
execute and deliver to the other parties hereto such other instruments and
documents and take such other actions as may be reasonably requested from time
to time by any other party hereto as necessary to carry out, evidence, and
confirm the intended purposes of this Agreement.

          6.3      Amendment.
This Agreement may not be amended except by an instrument in writing signed by
each of the parties.

          6.4      Expenses.
Each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the transactions contemplated hereby, including all fees and expenses of
agents, representatives, counsel, and accountants. 

          6.5      Entire
Agreement. This Agreement and the schedules attached hereto contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior




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arrangements and understandings, both written and oral,
expressed or implied, with respect thereto. Any preceding correspondence or
offers are expressly superseded and terminated by this Agreement.

          6.6      Severability.
If one or more provisions of this Agreement is held to be unenforceable under
applicable law, such provision will be excluded from this Agreement and the
balance of this Agreement will be enforceable in accordance with its terms.

          6.7      Notices.
All notices and other communications required or permitted under to this
Agreement must be in writing and will be deemed given if sent by personal
delivery, faxed with electronic confirmation of delivery,
internationally-recognized express courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as will be specified by like
notice):

If to the Creditor:

AT THE ADDRESS SET FORTH ON THE

SIGNATURE PAGE TO THIS AGREEMENT

If to the Company:

MOBIVENTURES INC.
Attention:
Mr. Gary Flint

Suite 3.19 MLS Business Centre
130
Shaftesbury Avenue,
London, England W1D 5EU
Facsimile: +44 (20) 7031
1199

With a copy (which will not constitute
notice) to:

Lang Michener LLP
Attention:
Mr. Michael H. Taylor
Suite 1500, Royal Centre
1055 West Georgia St., Box
11117
Vancouver, British Columbia
Canada V6E 4N7
Phone: (604)
689-9111
Facsimile: (604) 685-7084

All such notices and other communications will be deemed to
have been received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of a fax, when the party sending such fax has received
electronic confirmation of its delivery, (c) in the case of delivery by
internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following
mailing.

          6.8      Headings.
The headings contained in this Agreement are for convenience purposes only
and will not affect in any way the meaning or interpretation of this
Agreement.

          6.9      Benefits.
This Agreement is and will only be construed as for the benefit of or
enforceable by those persons party to this Agreement.




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          6.10      Assignment.
This Agreement may not be assigned (except by operation of law) by any party
without the consent of the other parties.

          6.11      Governing
Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Nevada applicable to contracts made and to be performed
therein. 

          6.12      Construction.
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent, and no rule of strict construction
will be applied against any party.

          6.13      Counterparts.
This Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.

          6.14      Fax
Execution. This Agreement may be executed by delivery of executed signature
pages by fax and such fax execution will be effective for all purposes.




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          6.15      Schedules
and Exhibits. The schedules and exhibits are attached to this Agreement and
incorporated herein.

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

	Amount of Indebtedness: 	USD $ 	 
	 	 	 
	Number of Shares to be Issued: 	  	 
	 	 	 
	(Based on a settlement price of $0.021 per share) 	                 
                         
                         
       Shares 	 
	 	 	 
	Signature of Creditor or Authorized Signatory of
      Creditor: 	  	 
		  	 
	Name of Authorized Signatory of Creditor (if
      applicable): 	  	 
		  	 
	Title of Authorized Signatory of Creditor (if
      applicable): 	  	 
		  	 
	Name of Creditor: 	  	 
	 	 	 
	Address of Creditor: 	  	 
	  	  	 
	 	 	 
	  	  	 
	ACCEPTED BY: 	  	 
	 	 	 
	MOBIVENTURES INC. 	  	 
	  	  	 
	Signature of Authorized Signatory: 	  	 
	 	 	 
	Name of Authorized Signatory: 	  	 
	 	 	 
	Position of Authorized Signatory: 	  	 
	 	 	 
	Date of Acceptance: 	  	 






SCHEDULE A

DEFINITION OF U.S. PERSON

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

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

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

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

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

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

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

	 	 	 
	 	(g) 	
      any partnership or corporation
  if:




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

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