Debt Assumption Agreement

The Assignor and Green Star Energies, Inc. entered into a Purchase Agreement dated February 10, 2009 (the “ Purchase Agreement ”); and

Pursuant to the Purchase Agreement, the Assignor agreed to transfer certain of its assets to the Assignee and ensure that the Assignee assumed all outstanding debt obligations of the Assignor except those specified in the Purchase Agreement.

Subject to the terms of this Agreement, the Assignee agrees to assume all outstanding debt obligations of the Assignor as of the Effective Date (the “ Debts’ ).

The following debt obligations shall be excluded from the Debts:

a convertible promissory note in the amount of $100,000 payable to a creditor of the Assignor designated by the Assignee in sixteen (16) monthly installments of $6,250 per month with the first installment due on May 1, 2009, and the rest of the installments due every month thereafter on the first (1st) day of each month for a period of fifteen (15) months or until the outstanding Principal Balance (as defined in Schedule 1 hereto), together with any accrued interest and any fees or charges, has been paid.

$48,125 owed to CX Digital as of the Effective Date, payable by the Assignor in fourteen (14) monthly installments of $3,437.50 per month on the tenth (10th) day of each month, with the first installment due not less than thirty (30) days after the Effective Date; and

$20,900 owed to the Assignor’s auditor as of the Effective Date, payable by the Assignor as soon as is reasonably practicable.

As consideration for the assumption of the Debts, the Assignor agrees to assign the following assets of the Assignor to the Assignee:

ownership of the Assignor’s website URL;

customer lists relating to the current and past business of the Assignor;

vendor lists and supplier contacts of the Assignor;

current business phone and fax numbers of the Assignor;

all website code, graphics, images, content, text and logos used by the Assignor;

all current online jewelry advertising agreements to which the Assignor is a party;

the merchant account associated with the Assignor’s website;

all bank accounts currently held by the Assignor;

the Assignor’s Canadian subsidiary, Novori Marketing Inc., and all bank accounts associated with such subsidiary;

all bank accounts associated with the Assignee;

the Assignor’s leases for its Canadian and U.S. offices; and

all office equipment, desks, computers, furniture, phones and other office furnishings of which the Assignor is the beneficial owner.

As further consideration for the assumption of the Debts, the Assignor agrees to execute and deliver a convertible promissory note in the amount of $80,975, attached hereto as Schedule 2, payable to the Assignee as follows until the outstanding Principal Balance has been paid:

“Immediate Debts” in the amount of $5,000 payable in one (1) installment, due ten (10) days after the Effective Date;

“Short-Term Debts” in the amount of $46,875 payable in three (3) installments of $15,625 every thirty (30) days, with the first installment due thirty (30) days after the Effective Date; and

“Mid-Term Debts” in the amount of $29,100 payable in sixteen (16) monthly installments of $1,818.75 per month with the first installment due on May 1, 2009, and the rest of the installments due every month thereafter on the first (1st) day of each month for a period of fifteen (15) months.

Organization; Power . The Assignor is a corporation incorporated and legally existing under the laws of the state of Delaware, and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Authorization . The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement to which the Assignor is a party have been duly and validly authorized by all necessary corporate action of the Assignor. This Agreement and all other agreements contemplated by this Agreement, when executed and delivered by the parties thereto, shall constitute legal, valid, and binding obligations of the Assignor, enforceable against the Assignor in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

No Adverse Consequences . The execution, delivery and performance of this Agreement by the Assignor will not:

result in the creation or imposition of any lien, security interest, charge or encumbrance on the Assets;

violate or conflict with, or result in a breach of, any provision of the Assignor’s Articles of Incorporation or Bylaws;

violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to the Assignor; or

conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to the Assignor under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either the Assignor is a party or by which the Assignor is bound.

Litigation . There are no actions, suits, proceedings, orders, investigations, or claims pending or, to the Assignor’s knowledge, threatened against the Assets, at law or in equity.

Accuracy of Representations and Warranties . None of the representations and warranties of the Assignor contain any untrue statement of material fact or omit any material fact necessary to the statements contained in this Agreement not misleading.

Organization; Power . The Assignee is a corporation incorporated and legally existing under the laws of the state of Delaware, and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

Authorization . The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement to which the Assignee is a party have been duly and validly authorized by all necessary corporate action of the Assignee. This Agreement and all other agreements contemplated by this Agreement, when executed and delivered by the parties thereto, shall constitute legal, valid and binding obligations of the Assignee, enforceable against the Assignee in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

No Conflict with Other Instruments or Agreements . The execution, delivery and performance of this Agreement by the Assignee shall not:

violate or conflict with, or result in a breach of, any provision of the Assignee’s Articles of Incorporation or Bylaws;

violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to the Assignee; or

conflict with, constitute grounds for termination or acceleration of, result in a breach of the terms, conditions, or provisions of, result in the loss of any benefit to the Assignee under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either the Assignee is a party or by which the Assignee is bound.

Accuracy of Representations and Warranties .  None of the representations or warranties of the Assignee contain any untrue statement of material fact or omit any material fact necessary to make the statements contained in this Agreement not misleading.

All representations, warranties, covenants and agreements made in this Agreement or in any exhibit, schedule, certificate or agreement delivered in accordance with this Agreement shall survive the Effective Date.

Waiver . The failure of either party to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the party entitled to the performance of such obligation, covenant or agreement or by the party who has the benefit of such condition, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment . This Agreement may not be amended unless consented to in writing by the parties hereto.

Assignment . This Agreement may not be assigned by either party without the prior written consent of the other party hereto.

Notices . Any notice or communication required or permitted to be given under this Agreement shall be given in writing and shall be considered to have been given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post in Canada or in the United States, to the address of each party set out above.

Currency . All references to currency in this Agreement are to U.S. dollars unless otherwise stated.

Time of the Essence . Time shall be of the essence of this Agreement.

Invalidity .   The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable.

Entire Agreement .   The provisions of this Agreement constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement.

Enurement .   This Agreement shall enure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of this Agreement, their respective heirs, executors, administrators, successors and assigns.

Independent Legal Advice . Each of the parties to this Agreement confirms and acknowledges that it has been provided with an opportunity to seek independent legal advice with respect to its rights, entitlements, liabilities and obligations hereunder and understands that it has been recommended that such advice be sought prior to entering into this Agreement.

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 instrument. In the event that this Agreement is signed by one party and faxed to another, the parties agree that a faxed signature shall be binding upon the parties as though the signature was an original.

WHEREAS pursuant to an Assignment and Assumption of Debt Agreement among Maker and Payee dated February 10, 2009 (the “ Agreement ”), Payee has agreed to assume certain debts of Maker, and in consideration, Maker has agreed to pay to Payee the sum of $80,975 in principal, plus interest pursuant to and in accordance with the terms and conditions of this Note; and

WHEREAS pursuant to the terms of this Note, Maker is agreeing to settle all outstanding debts owed to Payee.

Promise to Pay .  In consideration for Payee assuming certain debt obligations of Maker, Maker promises to pay to the order of Payee, at Payee’s address set out above or at such other place as Payee may designate by written notice to Maker, the principal sum of $80,975 (the “ Principal Balance ”), together with any accrued inte