THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE
BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.
DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT
THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the “Agreement”) made as of the 19th
day of July, 2010.
A. The Company issued to the Subscriber a Convertible Debenture (the “Debenture”) dated
December 11, 2009 in the principal amount of $35,625, which, together with outstanding interest to July 19,
2010 in the amount of $1,788.08, totals $37,413.08 (the “Outstanding Amount”); and
B. The Subscriber has agreed to accept 49,884 shares of the Company’s common stock at a deemed
price of $0.75 per share (the “Shares”), as payment of the Outstanding Amount pursuant to the terms and
conditions set forth in this Agreement.
NOW THEREFORE THIS AGREEMENT witnesses that, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.1 In this Agreement, words importing the singular number only shall include the plural and vice versa,
words importing gender shall include all genders and words importing persons shall include individuals,
corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other
legal or business entities of any kind whatsoever.
1.2 Any reference to currency is to the currency of the United States of America unless otherwise