DEBT CONVERSION AGREEMENT

A.  

Bacchus has provided shareholder loans to the Company in order to fund the Company’s operations.

B.  

A portion of these loans is evidenced by a loan agreement entered into by Bacchus and the Company on August 31, 2004 and amended as of January 1, 2007 and January 1, 2008 (the “Loan Agreement”)

MISCELLANEOUS

Good Faith, Cooperation and Due Diligence .   The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement.  All promises and covenants are mutual and dependent.

Savings Clause .  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

Assignment .  This Agreement may not be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.

Notices .  All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.  Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses or by such other means as either party may designate, upon at least five days written notice, to the other party.

Entire agreement .  This Agreement and the attached Exhibit A contain the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.

Waiver .  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.  In the event that the document is signed by one party and faxed to another the parties agree that a faxed signature shall be binding upon the parties to this Agreement as though the signature was an original.

Successors .  The provisions of this Agreement shall be binding upon all parties, their successors and assigns.

Counsel .  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

Jurisdiction.   The parties hereby attorn to the jurisdiction of the provincial and federal courts located in the city of Vancouver, British Columbia for all matters arising from this Agreement.

Bacchus Entertainment Ltd.                                                                 

Name of Subscriber

/s/ Penny Green                                                                    

Signature of Individual Subscriber or Authorized Signatory of Subscriber (if Subscriber is not an individual)

  _________________________________________

Number and type of securities of the Company directly and indirectly held by the Subscriber

#1820 925 W. Georgia Street, Vancouver, BC, V6C 3L2

Address of Subscriber

_________________________________________  

Penny Green    

Name of Contact Person, if Subscriber not an individual

(604) 632 1700                                                                    

Telephone Number of Subscriber or Contact Person

(604) 632 1730                                                                   

Facsimile Number of Subscriber or Contact Person

________________________________________

Name to appear on certificate(s)

_________________________________________

Name and account reference, if applicable

________________________________________

Account reference, if applicable

_________________________________________

Contact Person

________________________________________

Address of Intermediary

________________________________________

_________________________________________

Address for Delivery

_________________________________________

1.  

a completed and executed copy of this Agreement;

2.  

for all Subscribers: a completed and executed Investor Exemptions Questionnaire attached as Schedule “B” and in the case of a subscription for the Shares by Subscriber acting as trustee or agent for a principal, the Subscriber shall provide the Company an Accredited Investor Questionnaire in the form set forth in Schedule “B” for each trust, beneficial owner and/or principal for which the Subscriber is acting as trustee or agent;

3.  

if the Subscriber is a U.S. Person, additionally: a completed and executed Accredited Investor Questionnaire attached as Schedule “C” and in the case of a subscription for the Shares by Subscriber acting as trustee or agent for a principal, the Subscriber shall provide the Company an Accredited Investor Questionnaire in the form set forth in Schedule “C” for each trust, beneficial owner and/or principal for which the Subscriber is acting as trustee or agent; and

4.  

a certified check or bank draft for the Funds made payable to “Sound Revolution Inc.”

1.  

The Subscriber represents and warrants to the Company, and acknowledges that the Company is relying on these representations and warranties to, among other things, ensure that it is complying with all of the applicable securities legislation, that:

(a)  

the Subscriber is purchasing as principal and is either :  

(i)  

not a U.S. person and is not acquiring the Shares for the account or benefit of any U.S. person; OR

(ii)  

a U.S. person who is purchasing the Shares in a transaction that does not require registration under the U.S. Securities Act.

(b)  

if the Subscriber is a resident of an “International Jurisdiction” (which means a jurisdiction other than British Columbia), then:

(i)  

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities legislation of the International Jurisdiction which would apply to this subscription, if there are any;

(ii)  

the Subscriber is purchasing the Shares pursuant to exemptions under the securities legislation of that International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities legislation of the International Jurisdiction without the need to rely on exemptions; and

(iii)  

the applicable securities legislation does not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

(c)  

if the Subscriber is a U.S. Person (as defined under Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), which definition includes an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person), then:

(i)  

the Subscriber understands that the Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and that the sale contemplated hereby is being made in reliance on an exemption from registration pursuant to Section 4(6) of the U.S. Securities Act to accredited investors (as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act, (an “Accredited Investor”)); AND

(ii)  

the Subscriber agrees that if it decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless:

(A)  

the Company’s securities are publicly traded on a national securities exchange, the Nasdaq Stock Market or the OTC Bulletin Board; or

(B)  

the Company consents, in its sole discretion, in writing to such transfer and the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”) (or such successor rule or regulation then in effect), if applicable, and in compliance with applicable state securities laws and it has prior to such sale furnished to the Company an opinion of counsel, in a form reasonably satisfactory to the Company regarding compliance with Rule 904 and any applicable state securities laws; or the transfer is made pursuant to an exemption from the registration requirements under the U.S. Securities Act provided by Rule 144A or 144 thereunder, if available, and in accordance with any applicable state securities laws and it has prior to such sale furnished to the Company an opinion of counsel, in a form reasonably satisfactory to the Company regarding compliance with Rule 144A or 144, as applicable, and any applicable state securities laws; AND

(iii)  

the Subscriber understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Shares shall bear, the following legends: