SHARE
OPTION AGREEMENT





This Share Option Agreement (the “Agreement”) is
entered into as of February 27, 2009 (the “Effective Date”), by and between (i)
Noctua Fund LP (“Holder”) and (ii)
Luis Leung (“LEUNG”).  Holder
and LEUNG may be referred to individually as a “Party,” or
collectively as the “Parties.”





RECITALS





LEUNG currently owns 2,250,617 shares
(the “Stock”)
of the issued and outstanding shares of AudioStocks, Inc., incorporated in the
state of Delaware (“AudioStocks”).





The Stock is represented by AudioStocks
common stock certificates (which are attached hereto in an endorsed form,
prepared for transfer of ownership in accord with the terms herein, in the event
there an exercise of the below discussed option) numbered ___________,
____________ and ___________ (the “Certificates”).





Holder desires to acquire the
Stock.





TERMS





In consideration of the mutual
representations, warranties, covenants and agreements contained in this
Agreement, the Parties agree as follows:





ARTICLE
ONE: GRANT OF AND CONSIDERATION FOR LEUNG OPTION





1.1           In
exchange for and in consideration of $1,000, the receipt of which is hereby
acknowledged, LEUNG shall grant the Holder the right to purchase (the “Option”), in whole or
in part, the Stock for a total purchase price of US $40,000 (the “Purchase
Price”).




1.2           LEUNG
shall not sell, transfer, encumber, or otherwise dispose of the Option Shares
during the Option Term (defined below).  LEUNG shall endorse the
Certificates (with a medallion signature guaranty) for transfer in the event the
Option is exercised.





ARTICLE
TWO: TERM, EXTENSION AND EXERCISING OF OPTION





2.1           Option Start
Date.  The time during which Holder may execute its rights to
acquire the Stock shall commence on the Effective Date.




2.2           Term of Option.




The
Option will terminate on February 27, 2012 (the “Option
Term”).




2.3           Exercise of Option/Instructions to
the Transfer Agent.  Holder may deliver to LEUNG written notice
of its election to exercise the Option at any time before the expiration of the
Option Term.  Should the Option be exercised, this Agreement and this
section of the Agreement shall serve as an irrevocable instruction to the
transfer agent for AudioStocks to transfer and re-issue, in the name of the
Holder or its designee, the Certificates which represent the Stock.






ARTICLE
THREE:  MISCELLANEOUS




3.1           Notice.




All
notices or other communications required or permitted under this Agreement must
be in writing and will be deemed to have been duly given when delivered in
person or transmitted by first class, registered or certified mail, postage
prepaid, return receipt requested, or sent by prepaid overnight delivery
services, or sent by facsimile transmission (with receipt of delivery
confirmation), to the Parties at the following addresses (or at such other
address as shall be specified by the Parties by like notice):




Holder:
            LEUNG:





3.2           Entire Agreement.




This
Agreement contains the entire understanding of the Parties in respect of its
subject matters and supersedes all prior agreements and understandings (oral or
written) between or among the Parties with respect to such subject
matter.




3.3           Amendment;
Waiver.




This
Agreement may not be modified, amended, supplemented, canceled, or discharged,
except by written instrument executed by all parties.  No failure to
exercise, and no delay in exercising, any right, power or privilege under this
Agreement will operate as a waiver, nor will any single or partial exercise of
any right, power, or privilege hereunder preclude the exercise of any other
right, power or privilege.  No waiver of any breach of any provision
will be deemed to be a waiver of any preceding or succeeding breach of the same
or any other provision, nor will any waiver be implied from any course of
dealing between the parties. No extension of time for performance of any
obligations or other acts hereunder or under any other agreement will be deemed
to be an extension of the time for performance of any other obligations or any
other acts.




3.4           Binding Effect;
Assignment.




The
rights and obligations of this Agreement will bind and inure to the benefit of
the Parties and their respective successors and assigns. Nothing expressed or
implied herein will be construed to give any other person any legal or equitable
rights hereunder. The rights and obligations of Holder under this Agreement may
not be assigned without the consent of LEUNG.




3.5           Interpretation.




The
Parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by
the Parties and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.




3.6           Applicable Law.




This
Agreement is to be construed in accordance with and governed by the laws of the
State of California, without giving effect to any choice-of-law rule that would
cause the application of the laws of any jurisdiction other than the State of
California to the rights and duties of the Parties.




3.8           
Prevailing
Party.




In the
event that litigation arises between the Parties in connection with this
Agreement and the transactions contemplated by this Agreement, the prevailing
Party in such litigation will be entitled to recover from the other Party the
reasonable attorney and paralegal fees and expenses incurred by such prevailing
Party in connection with such litigation.




3.9           Counterparts.




This
Agreement may be executed in any number of counterparts, each of which will be
an original but all of which together will constitute one and the same
instrument.




SIGNATURE
PAGE




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







HOLDER:
              
              NOCTUA
      FUND LP
              
              
              
              
              ________________________________
              By:
              Its:
            LEUNG:
              
              LUIS
      LEUNG
              
              
              
              ________________________________
              By:
              Its: