ex10.htm


    


     

    The
securities of Sound Revolution Inc. have not been registered under the
Securities Act of 1933 (the "US Securities Act") and may not be offered or sold
in the United States or to U.S. persons (other than distributors) unless the
securities are registered under the US Securities Act, or an exemption from the
registration requirements of the US Securities Act is available. Hedging
transactions involving these securities may not be conducted unless in
compliance with the US Securities Act.

    Merger
Agreement Term Sheet

    


    
      	
              Parties:

            	
              Sound
      Revolution Inc., a Delaware corporation (“Sound Revolution”), and On4
      Communications, Inc., an Arizona corporation (“On4”), hereby agree to
      merge into one corporation according to the terms and conditions described
      below (the “Merger”).

               

            


    

    This document
outlines the principal terms and conditions of the merger between Sound
Revolution and On4 (the “Agreement”). The terms and conditions outlined in this
document, once signed by both parties, will constitute a binding
agreement.  It is the intention of the parties to enter into a longer
form agreement governing the Merger.  Until a longer form agreement is
entered into, this document shall govern the relationship between the
parties.

    
      	 
    	 
    
	
              Structure:

            	
              The parties
      shall complete the Merger in accordance with the provisions of the Arizona
      Revised Statutes and the Delaware General Corporation Law as applicable to
      the respective companies.

            
	 
    	 
    
	
              Consideration:

            	
              Sound
      Revolution shall be the surviving entity.  Pursuant to the
      merger, each common share of On4 shall be converted into one common share
      of Sound Revolution and each preferred share of On4 shall be converted to
      one common share of Sound Revolution.

               

              Certain
      outstanding stock options and warrants of On4, as designated by On4, will
      be assumed by Sound Revolution upon completion of the Merger (the “Merger
      Closing”) and converted into options and warrants to purchase Sound
      Revolution stock with identical vesting provisions.

            
	 
    	 
    
	
              Conditions
      Precedent:

            	
              Prior to the
      Merger Closing:

              · Sound
      Revolution shall have raised a minimum of US$400,000 through a private
      placement of units at US$0.15 per unit, each unit comprised of one common
      share and one half warrant to purchase one common share at a price of
      US$1.00 for a period of 12 months (the “Units”). The warrants shall be
      subject to an acceleration clause whereby Sound Revolution will have
      the right to accelerate the exercise of the options via a press
      release notice should the share price exceed US$1.15 for seven consecutive
      trading days.

              · Both parties
      shall submit the Merger to a vote of their shareholders and obtain
      approval from holders of a majority of both parties’ respective voting
      shares once $400,000 has been raised by Sound Revolution.

              · Sound
      Revolution shall have forwarded to On4 a bridge loan of at least
      US$250,000 with no interest. On4 shall return the entire amount of the
      bridge loan if the merger agreement is terminated.

              · Sound
      Revolution shall enter into a Convertible Note in the amount of US$95,000
      with Penny Green, the majority shareholder, CEO, a Director and the sole
      officer of Sound Revolution, which shall be convertible into common stock
      at US$0.10 at the option of the holder, and which shall be due in seven
      months (the “Note”), and which shall be reduced to US$75,000 if On4 incurs
      legal fees in excess of US$10,000 in connection with the
      Merger.

              · Sound
      Revolution will have transferred all of its assets and debts, other than
      the Note and any debt owing to Penny Green, to its wholly owned
      subsidiary, Charity Tunes Inc., a Delaware company.

              · Sound
      Revolution and On4 will have received necessary approval for the Merger
      from shareholders, and have taken all steps to complete the Merger as
      required by applicable corporate and securities rules and regulations
      Sound
      Revolution will not have issued any securities other than the Note and the
      Units, unless such issuance had been approved in writing by
      On4.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Details:

            	
              Upon the
      Merger Closing, the following shall apply to the surviving entity (the
      “New Entity”):

              · It shall
      adopt the articles and bylaws of Sound Revolution, except that the name of
      the surviving entity shall be On4 Communications, Inc

              · the directors
      shall be Cameron Robb and Gordon Jessop

              · Cameron Robb
      shall be the CEO

              · The head
      office shall be located at the location designated by On4

               

              Upon the
      Merger Closing:

              · Charity Tunes
      Inc. shall be sold to Bacchus Filings Inc., a company controlled by Penny
      Green, in consideration for which Bacchus Filings Inc. shall assume the
      entire amount of loan owing to Penny Green, exclusive of the Note, which
      shall result in a debt to be assumed by Bacchus Filings Inc. of
      approximately $335,000 which represents the remaining debt currently owed
      by Sound Revolution; and

              · 17,000,000
      common shares of Sound Revolution in the name of Bacchus Entertainment
      Ltd. shall be cancelled:

              · the only debt
      carried from Sound Revolution remaining will be the Note.

               

              At or after
      the Merger Closing:

              · all On4
      deferred or accrued salaries shall be limited to an amount representing
      not more than 30 days of pay to each employee, and in some instances it
      will be required for employees and consultant to convert such accrued
      salary to shares.

              · all notes
      payable by On4 in excess of US$100,000 shall be converted to equity at a
      price to be mutually agreed on by On4 and the specific creditor or receive
      a repayment extension of no less than six months and with an annual
      interest rate not to exceed 12%.

            
	 
    	 
    
	
              Shareholder
      Approval:

            	
              Selected
      insiders and other stockholders of Sound Revolution and On4 have agreed to
      vote for this transaction.

            
	 
    	 
    
	
              Long
      Form Agreement:

            	
              The parties
      shall negotiate to enter into a long form agreement which shall contain
      additional representations, warranties and covenants of Sound Revolution
      and On4 customary in a transaction of this nature.  The parties
      shall make good faith efforts to enter into a long form agreement within
      35 days of this agreement.  This document shall govern the terms
      of the merger until such long form agreement has been entered
      into.

            
	 
    	 
    
	
              Termination
      Events:

            	
              This merger
      agreement will be terminable upon the occurrence of any one of the
      following events:

              · By mutual
      consent and such consent will not be unreasonably withheld;

              · By either
      party, after 30 days, if Sound Revolution has not raised a minimum of
      US$400,000 pursuant to a private placement issuance of the Units, in
      accordance with the terms as set out in the term sheet attached as Exhibit
      A; or

              · By On4, after
      30 days, if Sound Revolution has not forwarded to On4 a minimum of
      US$50,000 as an interest free bridge loan, to be repaid only upon the
      termination of the Merger.

            
	 
    	 
    
	
              Sound
      Revolution Covenants

            	
              Sound
      Revolution covenants as follows:

              · It shall act
      in good faith in attempting to raise capital according to the Financing
      Term Sheet attached hereto as Exhibit A (the “First Financing”) which is
      subject to a minimum of $400,000 and a maximum of $750,000

              · Upon
      receiving private placements in the amount of a minimum of $400,000, Sound
      Revolution shall complete the First Financing, of which the proceeds shall
      be used as follows:

              · $150,000
      shall be repaid to Penny Green towards the outstanding loans owed to her
      by Sound Revolution

              · The balance
      of the net proceeds of the First Financing may be immediately provided to
      On4 as a non interest bearing loan, to be repaid only upon termination of
      the merger

              · After
      completion of the First Financing, if requested by On4 to raise additional
      capital, Sound Revolution shall act in good faith in attempting to raise
      capital according to the Financing Term Sheet attached hereto as Exhibit B
      (the “Second Financing”) which, when combined with the total amount raised
      in the First Financing, shall not exceed a maximum of
      $1,500,000.  The proceeds of the Second Financing shall be held
      in trust pending the Merger Closing.

              · Other than
      pursuant to First Financing, the Second Financing and the Note, Sound
      Revolution shall not issue any securities or enter into any agreement
      unless the issuance or the agreement has first been approved in writing by
      On4

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Independent

              Legal
      Advice:

            	
              Each party
      acknowledges that it has had the opportunity to obtain its own independent
      legal and tax advice with respect to the terms of this Agreement prior to
      execution of this Agreement and further acknowledges that it fully
      understands this Agreement.  On4 and the On4 Shareholders
      acknowledge that counsel for Sound Revolution does not represent the
      interests of On4 or its shareholders.

            
	 
    	 
    
	
              Registration:

            	
              Common shares
      of Sound Revolution issued to On4 shareholders are granted registration
      rights covering the resale of the shares, whereby Sound Revolution is
      obligated to use its best efforts to register the resale of the shares by
      filing a registration statement with the Securities and Exchange
      Commission under the United States Securities Act of 1933 (the
      “Registration Statement”) within 30 days of the Merger
      Closing.  Each of the On4 shareholders shall be entitled to have
      up to 30% of his or her common shares of Sound Revolution included on the
      Registration Statement, except that no one person shall be entitled to
      have more than 10% of the total amount of shares registered on the
      Registration Statement.

            
	 
    	 
    
	
              Representations
      and Warranties

              Of
      Sound Revolution:

            	
              Sound
      Revolution represents and warrants to ON4 that:

               

              1. Sound
      Revolution is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite
      corporate power and authority to own, lease and to carry on its business
      as now being conducted.  Sound Revolution is duly qualified to
      do business and is in good standing as a foreign corporation in each of
      the jurisdictions in which Sound Revolution owns property, leases
      property, does business, or is otherwise required to do so, where the
      failure to be so qualified would have a material adverse effect on the
      business of Sound Revolution taken as a whole.

               

              2. To the best
      knowledge of Sound Revolution, there is no basis for and there is no
      action, suit, judgment, claim, demand or proceeding outstanding or
      pending, or threatened against or affecting Sound Revolution or which
      involves any of the business, or the properties or assets of Sound
      Revolution that, if adversely resolved or determined, would have a
      material adverse effect on the business, operations, assets, properties,
      prospects, or conditions of Sound Revolution taken as a whole (a “Sound
      Revolution Material Adverse Effect”).  There is no reasonable
      basis for any claim or action that, based upon the likelihood of its being
      asserted and its success if asserted, would have such a Sound Revolution
      Material Adverse Effect.

               

              a) For a
      period of 6 months following the Merger Closing, Penny Green agrees to
      personally indemnify and to hold harmless Sound Revolution and On4, their
      affiliates, and their respective officers, directors, agents and
      employees, against any and all losses and damages to the extent any such
      losses or damages are due to a judgment entered against Sound Revolution
      with regard to an agreement entered into by Sound Revolution before the
      Merger Closing and up to a maximum of US$500,000.  Penny Green,
      in her sole discretion, shall select counsel to defend any action pursuant
      to this indemnity. Sound Revolution hereby covenants not to settle or
      compromise any claim or cause of action for which indemnification is
      sought from Penny Green without the written permission of Penny Green. The
      obligation of Penny Green to so indemnify Sound Revolution is expressly
      contingent upon Sound Revolution notifying Penny Green, in writing, within
      seven (7) calendar days after Sound Revolution knows, or reasonably should
      have known, of any claim, complaint, potential cause of action or
      proceeding. Failure by Sound Revolution to timely notify Penny Green shall
      relieve Penny Green of her obligation to so indemnify Sound Revolution.
      Penny Green shall have no obligation to indemnify Sound Revolution should
      any such losses or damages result, in whole or in part, from acts,
      omissions, willful misconduct or gross negligence of Sound Revolution, its
      affiliates, officers, directors, agents and employees after the Merger
      Closing.

               

              3. Sound
      Revolution has all requisite corporate power and authority to execute and
      deliver this Agreement and any other document contemplated by this
      Agreement (collectively, the “Sound Revolution Documents”) to be signed by
      Sound Revolution and to perform its obligations hereunder and to
      consummate the transactions contemplated hereby.  The execution
      and delivery of each of the Sound Revolution Documents by Sound Revolution
      and the consummation by Sound Revolution of the transactions contemplated
      hereby have been duly authorized by its board of directors and no other
      corporate or shareholder proceedings on the part of Sound Revolution is
      necessary to authorize such documents or to consummate the transactions
      contemplated hereby.  This Agreement has been, and the other
      Sound Revolution Documents when executed and delivered by Sound Revolution
      as contemplated by this Agreement will be, duly executed and delivered by
      Sound Revolution and this Agreement is, and the other Sound Revolution
      Documents when executed and delivered by Sound Revolution, as contemplated
      hereby will be, valid and binding obligations of Sound Revolution
      enforceable in accordance with their respective terms,
except:

               

              a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

               

              b) as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies; and

               

              c) as limited by
      public policy.

               

              4. The Sound
      Revolution common shares to be issued upon the Merger Closing will, upon
      issuance, have been duly and validly authorized and, when so issued in
      accordance with the terms of this Agreement, will be duly and validly
      issued, fully paid and non-assessable.

               

              5. No
      representation or warranty by Sound Revolution in this Agreement nor any
      certificate, schedule, statement, document or instrument furnished or to
      be furnished to On4 pursuant hereto contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material
      fact required to be stated herein or therein or necessary to make any
      statement herein or therein not materially misleading.

               

              6. Sound
      Revolution has 30,258,478 shares of common stock outstanding and no
      outstanding derivative securities other than the Note and no issued or
      outstanding preferred shares.

               

              7. Compliance

               

              a) To the best
      knowledge of Sound Revolution, Sound Revolution is in compliance with, is
      not in default or violation in any material respect under, and has not
      been charged with or received any notice at any time of any material
      violation of any statute, law, ordinance, regulation, rule, decree or
      other applicable regulation to the business or operations of Sound
      Revolution;

               

              b) To the best
      knowledge of Sound Revolution, Sound Revolution is not subject to any
      judgment, order or decree entered in any lawsuit or proceeding applicable
      to its business and operations that would constitute a Sound Revolution
      Material Adverse Effect;

               

              c) Sound
      Revolution has duly filed all reports and returns required to be filed by
      it with governmental authorities and has obtained all governmental permits
      and other governmental consents, except as may be required after the
      execution of this Agreement.  All of such permits and consents
      are in full force and effect, and no proceedings for the suspension or
      cancellation of any of them, and no investigation relating to any of them,
      is pending or to the best knowledge of Sound Revolution, threatened, and
      none of them will be adversely affected by the consummation of the Merger;
      and

               

              d) Sound
      Revolution has operated in material compliance with all laws, rules,
      statutes, ordinances, orders and regulations applicable to its
      business.  Sound Revolution has not received any notice of any
      violation thereof, nor is Sound Revolution aware of any valid basis
      therefore.

            
	 
    	 
    
	
              Representations
      and Warranties of On4:

            	
              On4
      represents and warrants to Sound Revolution that:

               

              1. On4 is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Arizona and has the requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted.  On4 is duly qualified to do business and is in good
      standing as a foreign corporation in each of the jurisdictions in which
      On4 owns property, leases property, does business, or is otherwise
      required to do so, where the failure to be so qualified would have a
      material adverse effect on the business of On4 taken as a
      whole.

               

               

              2. To the best
      knowledge of On4, there is no basis for and there is no action, suit,
      judgment, claim, demand or proceeding outstanding or pending, or
      threatened against or affecting On4 or which involves any of the business,
      or the properties or assets of On4 that, if adversely resolved or
      determined, would have a material adverse effect on the business,
      operations, assets, properties, prospects, or conditions of On4 taken as a
      whole (an “On4 Material Adverse Effect”).  There is no
      reasonable basis for any claim or action that, based upon the likelihood
      of its being asserted and its success if asserted, would have such an On4
      Material Adverse Effect.

               

              3. On4 has all
      requisite corporate power and authority to execute and deliver this
      Agreement and any other document contemplated by this Agreement
      (collectively, the “On4 Documents”) to be signed by On4 and to perform its
      obligations hereunder and to consummate the transactions contemplated
      hereby.  The execution and delivery of each of the On4 Documents
      by On4 and the consummation by On4 of the transactions contemplated hereby
      have been duly authorized by its board of directors and no other corporate
      or shareholder proceedings on the part of On4 is necessary to authorize
      such documents or to consummate the transactions contemplated
      hereby.  This Agreement has been, and the other On4 Documents
      when executed and delivered by On4 as contemplated by this Agreement will
      be, duly executed and delivered by On4 and this Agreement is, and the
      other On4 Documents when executed and delivered by On4, as contemplated
      hereby will be, valid and binding obligations of On4 enforceable in
      accordance with their respective terms, except:

               

              a) as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

               

              b) as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies; and

               

              c) as limited by
      public policy.

               

              4. No
      representation or warranty by On4 in this Agreement nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished
      to Sound Revolution pursuant hereto contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material
      fact required to be stated herein or therein or necessary to make any
      statement herein or therein not materially misleading.

               

              5. Neither the
      execution, delivery and performance of this Agreement, nor the
      consummation of the Merger, will conflict with, result in a violation of,
      cause a default under (with or without notice, lapse of time or both) or
      give rise to a right of termination, amendment, cancellation or
      acceleration of any obligation contained in or the loss of any material
      benefit under, or result in the creation of any lien, security interest,
      charge or encumbrance upon any of the material properties or assets of On4
      or any of its subsidiaries under any term, condition or provision of any
      loan or credit agreement, note, debenture, bond, mortgage, indenture,
      lease or other agreement, instrument, permit, license, judgment, order,
      decree, statute, law, ordinance, rule or regulation applicable to On4 or
      any of its subsidiaries, or any of their respective material property or
      assets.

               

              6. On4
      acknowledges that any Sound Revolution securities issued in any financings
      contemplated in this Agreement will have such hold periods as are required
      under applicable securities laws and as a result may not be sold,
      transferred or otherwise disposed, except pursuant to an effective
      registration statement under the Securities Act of 1933, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933 and in each case only in
      accordance with all applicable securities laws.

               

              7.    Compliance

               

              a) To the best
      knowledge of On4, On4 is in compliance with, is not in default or
      violation in any material respect under, and has not been charged with or
      received any notice at any time of any material violation of any statute,
      law, ordinance, regulation, rule, decree or other applicable regulation to
      the business or operations of On4;

               

              b) To the best
      knowledge of On4, On4 is not subject to any judgment, order or decree
      entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a On4 Material Adverse Effect, other than
      a lawsuit with Datatrail, the details of which have been provided to Sound
      Revolution;

               

              c) On4 has duly
      filed all reports and returns required to be filed by it with governmental
      authorities and has obtained all governmental permits and other
      governmental consents, except as may be required after the execution of
      this Agreement.  All of such permits and consents are in full
      force and effect, and no proceedings for the suspension or cancellation of
      any of them, and no investigation relating to any of them, is pending or
      to the best knowledge of On4, threatened, and none of them will be
      adversely affected by the consummation of the Merger; and

               

              d) On4 has
      operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  On4 has not received any notice of any violation
      thereof, nor is On4 aware of any valid basis therefore.

               

              8.    PetsMobility
      Inc., a Delaware corporation, is a wholly owned subsidiary of On
      4.

               

              9.    On4
      Communications Inc., incorporated under the Canadian Business Corporations
      Act, shall not own any shares of On4 as of the Merger
      Closing.

               

              10.    The
      financial statements of On4 provided to Sound Revolution for the year
      ended October 31, 2007 and the period ended July 31, 2008 are true an
      accurate in describing the financial condition of On4 and its
      subsidiaries.

            
	 
    	 
    
	
              Mutual
      Covenants:

            	
              1. The
      representations and warranties of both parties set forth in this Agreement
      will be true, correct and complete in all respects as of the Merger
      Closing, as though made on and as of the Merger Closing.

               

              2. All
      information regarding the business of On4 including, without limitation,
      financial information that On4 provides to Sound Revolution during Sound
      Revolution’s due diligence investigation of On4 will be kept in strict
      confidence by Sound Revolution and will not be used (except in connection
      with due diligence), dealt with, exploited or commercialized by Sound
      Revolution or disclosed to any third party (other than Sound Revolution’s
      professional accounting and legal advisors) without the prior written
      consent of On4.  If the Merger contemplated by this Agreement
      does not proceed for any reason, then upon receipt of a written request
      from On4, Sound Revolution will immediately return to On4 (or as directed
      by On4) any information received regarding On4’s
      business.  Likewise, all information regarding the business of
      Sound Revolution including, without limitation, financial information that
      Sound Revolution provides to On4 during its due diligence investigation of
      Sound Revolution will be kept in strict confidence by On4 and will not be
      used (except in connection with due diligence), dealt with, exploited or
      commercialized by On4 or disclosed to any third party (other than On4’s
      professional accounting and legal advisors) without Sound Revolution’s
      prior written consent.  If the Merger contemplated by this
      Agreement does not proceed for any reason, then upon receipt of a written
      request from Sound Revolution, On4 will immediately return to Sound
      Revolution (or as directed by Sound Revolution) any information received
      regarding Sound Revolution’s business.

               

              3. Between the
      date of this Agreement and the Merger Closing, each of the parties to this
      Agreement will promptly notify the other parties in writing if it becomes
      aware of any fact or condition that causes or constitutes a material
      breach of any of its representations and warranties as of the date of this
      Agreement, if it becomes aware of the occurrence after the date of this
      Agreement of any fact or condition that would cause or constitute a
      material breach of any such representation or warranty had such
      representation or warranty been made as of the time of occurrence or
      discovery of such fact or condition.  During the same period,
      each party will promptly notify the other parties of the occurrence of any
      material breach of any of its covenants in this Agreement or of the
      occurrence of any event that may make the satisfaction of such conditions
      impossible or unlikely.

            
	 
    	 
    
	
              Currency

            	
              All
      references to currency in this Agreement are in United States Dollars
      (US$), unless expressly stated otherwise.

            
	 
    	 
    
	
              Jurisdiction

            	
              The parties
      agree to attorn to the non-exclusive jurisdiction of the Province of
      British Columbia regarding this
Agreement.

            


    

    


    


    Accepted and agreed
this 12th day of
March, 2009.

    


    


    Sound
Revolution Inc.

    


    


     

    
      	
               Per:  /s/
      Penny Green  

                
      Penny Green, CEO

            	
              /s/ Penny Green 
      

              Penny
      Green, in her personal
capacity

            


    

     

                                                                                       

    On4
Communications, Inc.

    


    Per: /s/
Cameron
Robb

          Cameron
Robb   
      Title:
CEO

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    On4 Shareholders
agreeing to vote in favour of the Merger:

    


    Name                                            #
of Shares
Owned                    Percentage

    


    


    


    Cameron
Robb

    ______________________

    Per:

    


    


    Gordon
Jessop


    ______________________

    Per:

    


    


    


    


    ______________________                 _______________                __________

    


    ______________________                 _______________                __________

    


    ______________________                 _______________                __________

    


    


    Sound Revolution
Shareholders agreeing to vote in favour of the Merger:

    


    Name                                           
# of Shares Owned  
               Percentage

     

    /s/
Penny
Green                                 
43,208                              16.7%

    Penny
Green

    


    Bacchus
Entertainment Ltd.      
             142,858 
                             55.2%

    


    


    /s/
Penny
Green                                

    Per: Penny Green,
President

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    These
securities have not been registered under the Securities Act of 1933 (the "US
Securities Act") and may not be offered or sold in the United States or to U.S.
persons (other than distributors) unless the securities are registered under the
US Securities Act, or an exemption from the registration requirements of the US
Securities Act is available. Hedging transactions involving these securities may
not be conducted unless in compliance with the US Securities Act.

    


    Sound Revolution
Inc.

    


    Private
Placement

    Offering
Terms

    


    
      	
              Issuer

            	
              Sound
      Revolution Inc., a Delaware corporation (the “Company”, “we”,
      “our”)

            
	 
    	 
    
	
              Offering

            	
              We intend to
      raise a minimum of US$400,000 and a maximum of US$750,000 through the sale
      of units at US$0.15 per Unit, each Unit consisting of one share of our
      common stock (the “Shares”) and one half common stock purchase warrant
      (the “Warrants”).

               

              We intend to
      sell Units only to investors who are “accredited investors” as defined by
      Rule 501 of Regulation D promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933 (for U.S. investors) and
      Section 2.4 of National Instrument 45-106 (for Canadian investors), or to
      Canadian investors who purchase at least CDN$150,000.  We
      reserve the right to reject any subscription, in whole or in part, or to
      allot to any prospective investor less than the number of Units subscribed
      for by such prospective investor.  This offering is subject to
      withdrawal, cancellation or modification without notice.

               

              The minimum
      subscription amount per investor is $5,000.

            
	 
    	 
    
	
              Warrants

            	
              Each Warrant
      when exercised entitles the holder to purchase one share of the Company’s
      common stock at US$1.00 per share for 12 months after
      issuance.

               

              The Company
      will have the right to accelerate the exercise of the options via
      a press release notice should the share price of our common stock
      exceed US$1.15 for seven consecutive trading
  days.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Use
      of Proceeds

            	
              We intend to
      use the proceeds of the subscription funds to meet the conditions we must
      complete prior to our merger with On4 Communications, Inc. We have
      promised that prior to the merger, we will forward a bridge loan to On4 in
      the amount of at least $250,000, and we have agreed to repay shareholder
      debts in the amount of $150,000 prior to the merger.  We have
      agreed that upon the merger being effective, all of our existing
      operations and debt will be vended out through our existing operating
      wholly owned subsidiary, Charity Tunes Inc.   This offering
      is subject to an offering minimum of US$400,000, and therefore if we do
      not raise a minimum of US$400,000 within 60 days, we will refund your
      subscription amount to you.  We will not hold the proceeds of
      this offering in escrow pending the completion of the
    merger.

            
	 
    	 
    
	
              Closing

            	
              The closing
      of the transactions contemplated by this Agreement (the “Closing”) will
      take place once the Company has received subscriptions for a total amount
      of a minimum of US$400,000.  Upon closing, we will cause to be
      delivered to purchasers, whose Subscription Agreements and funds we have
      accepted, the Share and Warrant certificates representing the investment
      that has been made.

            
	 
    	 
    
	
              Resale

            	
              The
      securities offered hereby are subject to stringent limitations on their
      resale or transfer by an investor.  Persons who purchase Units
      pursuant to this offering will not have the benefit of a review of the
      material by any securities commission or other regulatory
      authority.  Sales of the Units will only be made in accordance
      with exemptions from registration and prospectus requirements under
      applicable securities legislation.

            
	 
    	 
    
	
              Registration

            	
              Investors are
      granted registration rights covering the resale of the Shares and the
      shares issuable upon exercise of the Warrants, whereby we are obligated to
      use our best efforts to register the resale of the Shares and the shares
      issuable upon exercise of the Warrants by filing a registration statement
      with the SEC under the United States Securities Act of 1933 within 60 days
      of closing.

            
	 
    	 
    
	
              Dilution

            	
              As of the
      start of this offering we have 33,258,478 shares of common stock
      outstanding.

            
	 
    	 
    
	
              Business

            	
              We were
      incorporated in Delaware on June 4, 2001.  To date, we have
      generated nominal revenues.  We have entered into a Merger
      Agreement Term Sheet with On4 Communications, Inc., an Arizona company
      (“On4”), which is subject to the closing of the financing contemplated by
      this term sheet.  The Merger Agreement Term Sheet also
      contemplates a second financing that, when combined with this First
      Financing, shall not exceed $1,500,000 on substantially similar terms,
      except that proceeds will be held in trust until the closing of the
      merger.

               

              On4
      manufactures industry-leading two-way communication devices that track
      people, pets, assets, inventory or just about anything else that is of
      importance to our customers. Incorporating both proprietary and
      non-proprietary hardware, On4TM Code Division Multiple Access (CDMA) based
      devices are harmonized with some of the most sophisticated Location Based
      Service (LBS) tracking software available on the market today, enabling
      On4 to provide seamless, integrated end-to-end tracking solutions for you,
      our customer.

               

              On4 can
      provide either hardware-only or fully integrated custom solutions,
      depending on end-user requirements. On4 specializes in the integration of
      proprietary and non-proprietary hardware and wireless carrier platforms
      with non-competing vertical partners to access lucrative consumer-based
      niche markets.

               

              We face all
      of the risks inherent in a new business.  In addition, we cannot
      provide historical information and financial data about our planned
      operations upon which a prospective investor can make an informed judgment
      as to our future prospects.  The purchase of the securities
      offered hereby must therefore be regarded as the placing of funds at a
      high risk in a new or “start-up” venture with all the unforeseen costs,
      expenses, problems, and difficulties to which such ventures are
      subject.

               

              We have
      limited financial resources, no revenues and can give you no assurance
      that additional funding will be available to us for development of our
      projects.  The only significant source of funds presently
      available to us is the sale of our equity capital.  There can be
      no assurance that we will be able to obtain adequate financing in the
      future or that the terms of such financing will be
      favorable.  Failure to obtain such additional
      financing could result in delay or indefinite postponement of the
      development of our projects.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    EXHIBIT
B

     

    These
securities have not been registered under the Securities Act of 1933 (the "US
Securities Act") and may not be offered or sold in the United States or to U.S.
persons (other than distributors) unless the securities are registered under the
US Securities Act, or an exemption from the registration requirements of the US
Securities Act is available. Hedging transactions involving these securities may
not be conducted unless in compliance with the US Securities Act.

    


    Sound Revolution
Inc.

    


    Private
Placement

    Offering
Terms

    


    
      	
              Issuer

            	
              Sound
      Revolution Inc., a Delaware corporation (the “Company”, “we”,
      “our”)

            
	 
    	 
    
	
              Offering

            	
              We intend to
      raise a maximum of US$1,500,000 through the sale of units at US$0.15 per
      Unit each Unit consisting of one share of our common stock (the “Shares”)
      and one half common stock purchase warrant (the “Warrants”).

               

              We intend to
      sell Units only to investors who are “accredited investors” as defined by
      Rule 501 of Regulation D promulgated by the Securities and Exchange
      Commission under the Securities Act of 1933 (for U.S. investors) and
      Section 2.4 of National Instrument 45-106 (for Canadian investors), or to
      Canadian investors who purchase at least CDN$150,000.  We
      reserve the right to reject any subscription, in whole or in part, or to
      allot to any prospective investor less than the number of Units subscribed
      for by such prospective investor.  This offering is subject to
      withdrawal, cancellation or modification without notice.

               

              The minimum
      subscription amount per investor is $5,000.

            
	 
    	 
    
	
              Warrants

            	
              Each Warrant
      when exercised entitles the holder to purchase one share of the Company’s
      common stock at US$1.00 per share for 12 months after
      issuance.

               

              The Company
      will have the right to accelerate the exercise of the options via
      a press release notice should the share price of our common stock
      exceed US$1.15 for seven consecutive trading
  days.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Use
      of Proceeds

            	
              We intend to
      use the proceeds of the subscription funds on developing On4
      Communications, Inc.’s (“On4”) business plan, products and corporate
      brand.  We will hold the proceeds in trust until our merger with
      On4 is completed. If our merger agreement with On4 does not complete and
      is terminated, we will return your investment.

            
	 
    	 
    
	
              Closing

            	
              The closing
      of the transactions contemplated by this Agreement (the “Closing”) will
      take place once we have closed the merger with On4.  All funds
      provided to us in connection with this offering will be held in trust
      until the closing of the merger with On4.  Upon closing, we will
      cause to be delivered to purchasers, who’s Subscription Agreements and
      funds we have accepted, the Share and Warrant certificates representing
      the investment that has been made.

            
	 
    	 
    
	
              Resale

            	
              The
      securities offered hereby are subject to stringent limitations on their
      resale or transfer by an investor.  Persons who purchase Units
      pursuant to this offering will not have the benefit of a review of the
      material by any securities commission or other regulatory
      authority.  Sales of the Units will only be made in accordance
      with exemptions from registration and prospectus requirements under
      applicable securities legislation.

            
	 
    	 
    
	
              Registration

            	
              Investors are
      granted registration rights covering the resale of the Shares and the
      shares issuable upon exercise of the Warrants, whereby we are obligated to
      use our best efforts to register the resale of the Shares and the shares
      issuable upon exercise of the Warrants by filing a registration statement
      with the SEC under the United States Securities Act of 1933 within 30 days
      of closing of the merger.

            
	 
    	 
    
	
              Business

            	
              We were
      incorporated in Delaware on June 4, 2001.  To date, we have
      generated nominal revenues.  We have entered into a Merger
      Agreement Term Sheet with On4 Communications, Inc., an Arizona company
      (“On4”).  The closing of this financing is subject to the
      closing of the merger with On4.

               

              On4
      manufactures industry-leading two-way communication devices that track
      people, pets, assets, inventory or just about anything else that is of
      importance to its customers. Incorporating both proprietary and
      non-proprietary hardware, On4 Code Division Multiple Access (CDMA) based
      devices are harmonized with some of the most sophisticated Location Based
      Service (LBS) tracking software available on the market today, enabling
      On4 to provide seamless, integrated end-to-end tracking solutions for
      On4’s customers.

               

              On4 can
      provide either hardware-only or fully integrated custom solutions,
      depending on end-user requirements. On4 specializes in the integration of
      proprietary and non-proprietary hardware and wireless carrier platforms
      with non-competing vertical partners to access lucrative consumer-based
      niche markets.

               

              We face all
      of the risks inherent in a new business.  In addition, we cannot
      provide historical information and financial data about our planned
      operations upon which a prospective investor can make an informed judgment
      as to our future prospects.  The purchase of the securities
      offered hereby must therefore be regarded as the placing of funds at a
      high risk in a new or “start-up” venture with all the unforeseen costs,
      expenses, problems, and difficulties to which such ventures are
      subject.

               

              We have
      limited financial resources, no revenues and can give you no assurance
      that additional funding will be available to us for development of our
      projects.  The only significant source of funds presently
      available to us is the sale of our equity capital.  There can be
      no assurance that we will be able to obtain adequate financing in the
      future or that the terms of such financing will be
      favorable.  Failure to obtain such additional financing could
      result in delay or indefinite postponement of the development of our
      projects.