These
securities have not been registered under the Securities Act of
1933 (the "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 Securities Act, or an
exemption from the registration requirements of the Securities Act
is available. Hedging transactions involving these securities may
not be conducted unless in compliance with the Securities
Act.
CONVERTIBLE
NOTE
US
$120,000
For Value
Received, Sound Revolution Inc. a Delaware company (the “
Company ”), under the terms of this Convertible Note
(the “ Note ”) hereby unconditionally promises
to pay to the order of Bacchus Entertainment Ltd, of Suite 1820,
925 W. Georgia Street, Vancouver, BC, V6C 3L2 (the “
Investor ”), by wire transfer to such account as
Investor shall provide notice of to Company or by check, in
lawful money of the United States of America and in
immediately available funds, the principal amount borrowed and
outstanding hereunder (the " Commitment ") and
such interest as will have accrued and been outstanding, both
payable in the manner set forth below. The Company may
repay any amounts borrowed hereunder without penalty or
premium from the date of the execution of the Agreement to a period
of seven (7) months after the execution of this Note (the "
Drawdown Period ").
1.
Repayment . Interest shall not accrue during the Drawdown
Period. The outstanding principal shall be payable
immediately and in full seven (7) months after the execution of
this Note (the " Maturity Date
"). Interest, calculated at 20% per annum, shall accrue
monthly only if the Commitment is not repaid by the Maturity
Date. At any time, at the Investor's option, the
Investor may choose to have all or any part of the outstanding
principal and accrued interest repaid in shares of common
stock of the Company at a conversion rate of US $0.10
per share .
In the event
that Investor chooses to convert outstanding principal and accrued
interest into common stock of the Company, the Investor shall give
written notice to the Company of such anticipated conversion no
less than five (5) business days prior to the date of
conversion.
2.
Interest . Simple interest shall accrue monthly on the
outstanding principal amount hereof from the Maturity Date
until payment in full is received by Investor, which interest
shall be equal to 20% per annum.
3.
Default . Com
