ibii8k20100416.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JrWP0e3L0nsB+6YMlHaNInVfnS02Np4vTzm5JZcYW5Y7U7MKXcYJe2TX35ZTya8h 37QsuEKBfIHPxKt7YxtHtw== 0001096906-10-000486.txt : 20100422 0001096906-10-000486.hdr.sgml : 20100422 20100422145826 ACCESSION NUMBER: 0001096906-10-000486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20100416 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100422 DATE AS OF CHANGE: 20100422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISLAND BREEZE INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001419886 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 753250686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53452 FILM NUMBER: 10764293 BUSINESS ADDRESS: STREET 1: 1001 NORTH AMERICA WAY SUITE 201 CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 305-416-6402 MAIL ADDRESS: STREET 1: 1001 NORTH AMERICA WAY SUITE 201 CITY: MIAMI STATE: FL ZIP: 33132 FORMER COMPANY: FORMER CONFORMED NAME: Goldpoint Resources, Inc. DATE OF NAME CHANGE: 20071130 8-K 1 ibii8k20100416.htm ISLAND BREEZE INTERNATIONAL, INC. FORM 8-K APRIL 16, 2010 ibii8k20100416.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 16, 2010

ISLAND BREEZE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-53452	27-1742696
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


211 Benigno Blvd, Suite 201 Bellmawr, New Jersey		08031
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(856) 931-1505

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT;

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On April 16, 2010, we entered into a Joint Venture and Investment Agreement (the “JV Agreement”) and a Securities Purchase Agreement (the “SPA”), with an investor. Pursuant to the JV Agreement and the SPA, the investor agreed to acquire 1,200,000 shares of our Class A Common Stock at a price of $0.50 per share, for a total of $600,000. Pursuant to the JV Agreement, we agreed to form a new subsidiary (the “Subsidiary”), in a foreign jurisdiction to be determined, through which we expect to acquire and operate a vessel from which we anticipate initiating our entertainment cruise operations. The investor has agreed to lend the Subsidiary $14,400,000 in two tranches. The first tranche, in the amount of $1,400,000, will be funded shortly. The second tranche, in the amount of $13,000,000, will be placed in escrow upon the entering into an agreement to purchase a suitable vessel, and shall be released not later than the day we acquire the vessel. The debt financings described above will be evidenced by two convertible promissory notes of the Subsidiary, bearing interest at the rate of 10% per annum, and maturing two years from the date of issue. Interest shall accrue for the first 12 months and be paid on the anniversary of the date the note was issued and thereafter quarterly in arrears. These notes will be collateralized by liens on the vessel we hope to acquire. The Notes are convertible into 4.2% and 39% of the capital stock of the Subsidiary, respectively. As further consideration for these loans, we have agreed to issue to the investor 600,000 shares of our Class A Common Stock, which shares will be issued within 10 days after the second tranche funds are released from escrow. There can be no assurance we will be able to successfully negotiate and close the acquisition of the vessel at an acceptable price, or at all, or be able to initial operations even if we are able to do so.

On April 16, 2010, we entered into a Securities Purchase Agreement (“SPA”) with an different investor and pursuant thereto issued an 8% convertible promissory note in the amount of $85,000 that is convertible into shares of Class A Common Stock. The loan is due in full along with accrued interest on December 1, 2010. The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock. The conversion price is sixty-seven percent of the average of the three lowest bid trades on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments.

The Company believes all of the issuances of securities referred to in this Item were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and other available exemptions.

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT;

On April 17, 2009, we entered into a Memorandum of Agreement, which constitutes a binding contract, subject to certain contingencies, to sell one of our two vessels, the Casino Royal. The purchase price is $1,970,815, which net of various adjustments including relocation expenses, should result in us realizing $887,000. We anticipate that the sale of the Casino Royal will be consummated by the end of April, 2010. The sale excludes all gaming and entertainment equipment and furniture currently on board the Casino Royal, which we believe has a current value of approximately $2,000,000. We shall retain and store such equipment and furniture which we may later sell or utilize on another vessel.

Item 8.01 OTHER EVENTS

Press Release relating to the Joint Venture and Investment Agreement executed on April 16, 2010.

Item 9.01 EXHIBITS

4.9	Form of Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International dated, April 16, 2010.
4.10	Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010.
4.11	Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010, with respect to the Convertible Promissory Note in the amount of $85,000 issued by the Company on April 16, 2010.
4.12	Form of Convertible Promissory Note issued to an investor, in the principal amount of $85,000 dated, April 16, 2010.
10.2	Memorandum of Understanding between Island Breeze International and Amandla Icon Shipping Corporation Pte Ltd dated April 17, 2009.
99.1	Press Release issued April 22, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISLAND BREEZE INTERANTIONAL, INC.


Date: April 22, 2010	By:	/s/ Steven G. Weismann
		Steven G. Weismann, Chief Financial Officer

EX-4.9 2 ibii8k20100416ex4-9.htm FORM OF JOINT VENTURE AGREEMENT BETWEEN AN INVESTOR, ISLAND BREEZE INTERNATIONAL, INC. AND ISLAND BREEZE INTERNATIONAL DATED, APRIL 16, 2010 ibii8k20100416ex4-9.htm

EXHIBIT 4.9

THIS JOINT VENTURE AND INVESTMENT AGREEMENT (the “Agreement”) is made on and effective as of April ____2010, between ________________, a limited liability company organized and existing under the laws of the _____________ whose registered head office is located at ___________________________________________________ (hereinafter referred to as "GM"), and Island Breeze International a Cayman Islands Exempt Company, whose principal office is located at 211 Benigno Blvd., Suite 201, Bellmawr, New Jersey 08031 (hereinafter referred to as “IBI”) and Island Breeze International, Inc a Delaware Corporation (hereinafter referred to as “Island Breeze International Inc”).

WITNESSETH:

WHEREAS, the parties desires to purchase and operate the _______________________________ (the “Vessel”), a passenger cruise vessel that is currently operating as an overnight entertainment cruise-to-nowhere vessel in [Location];

WHEREAS, each party is willing to invest the time, money and skill to purchase the [Vessel];

WHEREAS, IBI shall cause to be formed a “Subsidiary” (as defined herein), organized outside of the United States currently expected to be the Cayman Islands, to purchase and operate the [Vessel];

WHEREAS, GM has agreed to invest, by way of an equity investment, the sum Six Hundred Thousand ($600,000) dollars in Island Breeze International, Inc. and further GM has agreed to lend to IBI and its to be formed subsidiary a total of fourteen million four hundred thousand ($14,400,000) dollars to purchase and operate the [Vessel], under the terms and conditions described in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows:

ARTICLE 1.

DEFINITIONS

In this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings:

1.1 "Either Party" shall mean Island Breeze International or GM.

1.2 "Both Parties" shall jointly mean Island Breeze International and GM.

1.3 “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured.

1.4 “Material Adverse Effect” means a material adverse effect on the business or assets.

1.5 “Materiality” – references to the term “material” shall mean Twenty Five Thousand United States Dollars (US$25,000) per item.

1.6 "Subsidiary" shall mean the IBI subsidiary company to be formed and incorporated pursuant to provisions of Article 2 hereof. It is currently expect that Subsidiary will be formed in the Cayman Islands.

ARTICLE 2.

ESTABLISHMENT OF THE SUBSIDIARY

2.1 Formation of Subsidiary. Island Breeze International, Inc. and IBI shall promptly upon receipt of funds from GM totaling Two Million Dollars ($2,000,000) in the form of: (i) a Six Hundred Thousand ($600,000) equity purchase of Island Breeze International, Inc. stock; and (ii) a One Million Four Hundred Thousand ($1,400,000) Dollar Convertible Note (as further described in Section 3.2), cause to be formed a subsidiary corporation organized in a non-United States Jurisdiction (the “Subsidiary”).

2.2 Articles of Incorporation. The Subsidiary’s Articles of Incorporation and by-laws shall be in conformity with the terms and conditions of this Agreement. If any discrepancy is found between this Agreement and the Subsidiaries Articles of Incorporation, the parties shall amend the Articles of Incorporation in accordance with this Agreement.

ARTICLE 3.

ISSUANCE AND SALE OF EQUITY AND NOTES

3.1 Purchase of Equity. Upon execution of this Agreement GM agrees to purchase One Million Two Hundred Thousand (1,200,000) Class A Common Shares of Island Breeze International, Inc. for a price of Six Hundred Thousand ($600,000) Dollars. In connection with the purchase, GM shall execute the Securities Purchase Agreement and Questionnaire attached hereto as Exhibit A.

3.2 Issuance and Sale of Notes. Subject to the terms and conditions of this Agreement, upon execution of this Agreement, GM agrees to purchase and IBI agrees to issue and sell to GM, a One Million Four Hundred Thousand ($1,400,000) Dollar “Convertible Note” in the form attached hereto as Exhibit B (“Convertible Note A”). The proceeds of Convertible Note A shall first be used for the costs and fees related to establishing Subsidiary and for lodging a deposit on [Vessel] ten (10) days after execution of a Memorandum of Agreement (“MOA”) to purchase the [Vessel] Subsidiary shall issue, a Convertible Note in the amount of Thirteen Million (US$13,000,000) Dollars in the form attached hereto as Exhibit C (“Convertible Note B”). The proceeds of the Convertible Note shall be placed into a mutually agreeable interest bearing escrow account to be released in whole or in part upon the mutual agreement of Both Parties. Notwithstanding the above requirement, the entire escrow amount shall be released no later than the day of closing to purchase the [Vessel].

Joint Venture and Investment Agreement

3.3 Convertible Note A. Convertible Note A shall bear an interest rate of ten (10%) percent per annum. The term shall be for a period of two (2) years. Interest shall accrue for the first twelve (12) months of the loan term. On or before the maturity date of Convertible Note A, GM may convert the principal amount of the Convertible Note A into shares representing Four and Two Tenths (4.2%) percent of the equity ownership of Subsidiary.

3.4 Convertible Note B. Convertible Note B shall bear an interest rate of ten (10%) percent per annum. The term shall be for a period of two (2) years. Interest shall accrue for the first twelve (12) months of the loan term. On or before the maturity date of Convertible Note B, GM may convert the principal amount of the Convertible Note B into shares representing a total of Thirty Nine (39%) percent of the equity ownership of Subsidiary. Therefore, if the full principal amount of both Convertible Note A and Convertible Note B where converted into shares of Subsidiary then the Lender will own a total of 43.2% of Subsidiary (4.2% +39% = 43.2%)

ARTICLE 4.

SECURITY AND FEES

4.3	Security. Convertible Note A and Convertible Note B shall be secured by [the Vessel].

4.4

Lender Fees. Island Breeze International as additional consideration for Convertible Note A and Convertible Note B shall pay to GM within ten (10) days after release of the escrowed funds described in Section 3.2 above, a fee of 600,000 shares of Island Breeze International, Inc Class A Common Stock.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES OF ISLAND BREEZE INTERNATIONAL INC. AND ISLAND BREEZE INTERNATIONAL

IBI and Island Breeze International, Inc. hereby represents and warrants to GM as follows:

5.1 Organization Authority; No Breach of Contract.

Joint Venture and Investment Agreement

(a) IBI is a corporation duly organized and in good standing under the laws of the Cayman Islands with full power and authority to conduct its business as now being conducted and to own and operate its assets, properties and business. IBI has full authority under its Certificate of Incorporation and By-Laws to enter into this Agreement and to perform its obligations hereunder, and the purchase of Business Assets hereunder has been authorized by all requisite corporate action.

(b) The IBI is qualified in all jurisdictions it is required to be qualified.

(c) This Agreement and the transactions contemplated hereunder have been duly authorized, executed and delivered on behalf of IBI and constitute the legal, valid and binding obligations of IBI enforceable against IBI in accordance with its terms. No approval or consent of any person is necessary or required in connection with the execution and delivery of this Agreement performance and consummation of the obligations by IBI.

(d) To IBI’s knowledge, the execution and delivery of this Agreement and compliance with the terms and provisions hereof on the part of IBI:

(i) will not conflict with or result in a breach of IBI’s Certificate of Incorporation, By-Laws, or any agreement or instrument to which IBI is a party or by which IBI may be bound, or constitute a default thereunder; and

(ii) will not result in, or cause the imposition of, any breach, conflict, default, liens, claim, charge, encumbrance or title defect of any nature whatsoever upon, or give to others any interest or rights in, or with respect to, any of the properties, assets, contracts or business which such breach, conflict, default, lien, claim, or charge would have a Material Adverse Effect on IBI.

5.2 No Actions or Proceedings. To IBI’s knowledge, there are no claims, actions or proceedings pending or threatened against IBI before any administrative or licensing authority which, in any manner, may affect the title to the Business Assets.

5.3 Valid Issuance of Notes, Warrant and Common Stock. Convertible Note A and Convertible Note B will be duly and validly issued, and, based in part upon the representations of the GM and IBI in this Agreement, will be issued in compliance with all applicable securities laws. IBI and Island Breeze International, Inc will cause the Class A Common Stock respectably, issuable upon conversion of the Notes to be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the notes shall be duly and validly issued, fully paid and nonassessable.

5.4 No Untrue Statements or Omissions of Material Fact; Completeness of Disclosure. None of the representations and warranties made by IBI herein or in any statement, exhibit, document or schedule furnished in connection herewith knowingly contains or will knowingly contain any untrue statement of a material fact, or knowingly omit to state a material fact necessary to make the statement made in light of the circumstances in which they were made not misleading.

Joint Venture and Investment Agreement

ARTICE 6

REPRESENTATIONS AND WARRANTIES OF GM

GM hereby represents and warrant to IBI as follows:

6.1 Organization Authority; No Breach of Contract.

(a) GM is a corporation duly organized and in good standing under the laws of the State of Nevada with full power and authority to conduct its business as now being conducted and to own and operate its assets, properties and business. GM has full authority under its Certificate of Incorporation and By-Laws and corporate action to enter into this Agreement and to perform its obligations hereunder.

(b) This Agreement and the transactions contemplated hereunder have been duly authorized, executed and delivered on behalf of GM and constitute the legal, valid and binding obligations of GM enforceable against GM in accordance with its terms. No approval or consent of any person is necessary or required in connection with the execution and delivery of this Agreement performance and consummation of the obligations by GM.

(c) To GM’s knowledge, the execution and delivery of this Agreement and compliance with the terms and provisions hereof on the part of GM:

(i) will not conflict with or result in a breach of GM’s Certificate of Incorporation, By-Laws, or any agreement or instrument to which GM is a party or by which GM may be bound, or constitute a default thereunder; and

6.2 No Actions or Proceedings. To GM’s knowledge, there are no claims, actions or proceedings pending or threatened against GM before any administrative or licensing authority which, in any manner, may affect ability to purchase Convertible Note A or Convertible Note B.

6.3 No Adverse Action. To GM’s knowledge, there are no actions, suits, claims or other proceedings pending or injunctions or orders entered or pending to restrain or prohibit the consummation of the transactions contemplated hereby, and neither GM nor it representative has received notice that any such matter is threatened.

Joint Venture and Investment Agreement

6.4 Purchase Entirely for Own Account. The Convertible Notes to be purchased by GM and the Common Stock issuable upon conversion of the Convertible Notes and the Common Stock issuable conversion (collectively, the “Securities”) will be acquired for investment for the GM’s own account and not with a view to the resale or distribution of any part thereof.

6.5 Accredited Investor. The GM is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the “SEC”), as presently in effect.

6.6 Disclosure of Information. The GM acknowledges that it has received all the information that it has requested relating to the IBI and the purchase of the Convertible Notes. GM further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the purchase of Class A Common Stock and the offering of the Convertible Notes. The foregoing, however, does not limit or modify the representations and warranties of the Company in Sections 5 of this Agreement or the right of the GM to rely thereon.

6.7 Contrary Actions. GM shall refrain from taking any action which would render any covenants, representations or warranties contained in this Agreement inaccurate in any material respect on or after the Closing Date. GM will promptly notify IBI of any claims, proceedings or investigations against GM, which have an adverse effect on the Business Assets.

6.8 No Untrue Statements or Omissions of Material Fact; Completeness of Disclosure. None of the representations and warranties made by GM herein or in any statement, exhibit, document or schedule furnished in connection herewith or the transaction contemplated hereby, knowingly contains or will knowingly contain any untrue statement of a material fact, or knowingly omit to state a material fact necessary to make the statement made in light of the circumstances in which they were made not misleading.

ARTICLE 7

INDEMNIFICATION

7.1 Indemnification of Buyer. GM hereby agrees, to indemnify, defend and hold IBI and Subsidiary, harmless, and to reimburse IBI on demand, with respect to any and all claims, demands, losses, costs, expenses, obligations, Liabilities, damages, recoveries and deficiencies, including without limitation interest, penalties and reasonable attorneys fees (collectively for purposes of this Article.7 referred to as “Business Losses”), that any of them shall incur or suffer, and which arise, result from, or relate to any inaccuracy or breach of any representation, warranty or covenant of GM contained herein.

Joint Venture and Investment Agreement

7.2 Indemnification of Seller. IBI and Subsidiary hereby agrees to indemnify and hold GM harmless against, and reimburse GM on demand for, any actual damage, loss, cost or expense (including reasonable attorneys’ fees) incurred by GM resulting from any breach by IBI of its representations, warranties or covenants contained in this Agreement.

7.3 Notice of Claims. If any claim is made against a party hereto that, if sustained, would give rise to a right of indemnity under this Article 7, the party having the claim made against it (“Indemnitee”) shall give the other party (“Indemnitor”) written notice thereof (specifying the nature and amount of the claim and giving Indemnitor the right to contest the claim) within fifteen (15) days of becoming aware of such claim (“Notice of Claim”).

7.4 Right to Contest.

(a) Indemnitee shall afford Indemnitor the opportunity, at Indemnitor’s own expense, to assume the defense or settlement of any such claim, with its own counsel. In connection therewith, the Indemnitee shall cooperate fully to make available all pertinent information under its control and shall have the right to join in the defense, at its own expense, with its own counsel. If Indemnitor does not elect to undertake the defense of a claim on the terms provided below, Indemnitee shall be entitled to undertake the defense or settlement of the claim at the expense of and for the account and risk of Indemnitor.

(b) Indemnitor shall have the right to assume the entire defense of a claim hereunder provided that (i) Indemnitor gives written notice of such desire (the “Notice of Defense”) to Indemnitee within fifteen (15) days after Indemnitor’s receipt of the Notice of Claim; (ii) Indemnitor’s defense of such claim shall be without cost to Indemnitee or prejudice to Indemnitee’s rights under this Paragraph 12; (iii) counsel chosen by Indemnitor to defend such claim shall be reasonably acceptable to Indemnitee; (iv) Indemnitor shall bear all costs and expenses in connection with the defense and settlement of such claim; (v) Indemnitee shall have the right to receive periodic reports from Indemnitor and Indemnitor’s counsel; and (vi) Indemnitor will not, without Indemnitee’s written consent, settle or compromise any claim or consent to any entry of judgment which does not include the unconditional release by claimant or plaintiff of all liability with respect to the claim.

(c) The Indemnified Party shall have no right to indemnification to the extent the Indemnified Party’s failure to give notice of any such claim by a third party to the Indemnifying Party as soon as reasonably practicable after a reasonable determination that such claim may reasonably be expected to give rise to indemnification hereunder prejudices the Indemnifying Party.

7.5 Attorneys Fees. If an action, suit or other proceedings at law or in equity is brought to enforce the covenants contained in this Agreement, or to obtain money damages for the breach thereof, and such action results in the award of a judgment for money damages or in the granting of any injunction in favor of party hereto, all expenses (including reasonable attorneys’ fees and expenses) of the prevailing party in such action, suit or other proceeding shall be paid by the defaulting party (“Legal Expenses”).

Joint Venture and Investment Agreement

ARTICLE 8

MISCELANEOUS

8.1. Terms Generally; Certain Rules of Construction. Definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references in this Agreement to Sections, and Schedules shall be deemed referenced to Sections of, and Schedules to, this Agreement except as otherwise provided. Any reference in this Agreement to a “day” or number of “days” (without the explicit qualification of “Business”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Expressions, in any form, regarding the “knowledge of” the Seller with regard to any matter refer to the actual knowledge of members of the Seller; its agents or employees.

8.2 Expenses Incident to Transaction. Each party shall pay its own expenses and costs relating to the negotiation, execution and performance of this Agreement.

8.3 Notices. All notices, requests, demands and other communications to be given by either party to the other shall be in writing, and shall be deemed to have been duly given on the date of service if given personally on the party to whom notice is to be given, or on the date four (4) days after mailing if mailed to the party to whom notice is to be given, both by first class mail, and registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows:

As to GM:






	with a copy to:

	INSERT

Joint Venture and Investment Agreement

As to IBI:

	Island Breeze International
	1001 North America Way, Suite 201
	Miami, Florida 33132
	Attn: Bradley T. Prader

	with a copy to:

	Joseph L. Cannella
	Eaton & Van Winkle LLP
	3 Park Avenue 16th Floor
	New York, NY 10016

Either party may designate a different person or entity or place to or at which notices shall be given by delivering a written notice to that effect to the other party in accordance with this Paragraph 19.2.

8.4 Number, Gender, Construction. Except where the context indicates otherwise, words in the singular number shall include the plural and words in the masculine gender shall include the feminine and/or neuter, and vice versa when they should so apply. The failure to capitalize, or the erroneous capitalization, in any provision of this Agreement of any word or term shall not affect the definition.

8.5 Headings. The headings used throughout this Agreement have been inserted for administrative convenience only and do not constitute matter to be construed in interpreting this Agreement.

8.6 Severability. If any provision of this Agreement is declared illegal, unenforceable, ineffective, or void, it is agreed that such invalidity or unenforceability shall not affect any other provisions of this Agreement and the remaining covenants, restrictions and provisions thereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.

8.7 Waiver. Any waiver by any party, express or implied, of any breach of any term, covenant, or condition of this Agreement shall not be deemed a waiver of that term, covenant or condition, or any subsequent breach of the same.

8.8 Assignability. This Agreement may not be assigned by Either Party without the other parties written consent.

Joint Venture and Investment Agreement

8.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings of the parties with respect thereto. No verbal or other statement, inducements, or representations have been made to or relied upon by the parties and no modification hereof shall be binding upon the parties unless in writing and signed by the parties or their personal representatives, heirs, successors or assigns.

8.10 Counterparts. This Agreement or any addendum thereto may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.11 Applicable Law. This Agreement shall be construed in accordance with and governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the internal laws of the State of New York.

8.12 Public Disclosure. The parties shall consult with each other as to the form and substance of any press release or other public disclosure regarding the transactions provided for herein or contemplated hereby, and neither party shall make any public disclosure thereof prior to the closing of the [Vessel] without consent of the other (which shall not be unreasonably withheld), provided that nothing herein shall prohibit either party from making any public disclosure which it, upon the advice of legal counsel, deems reasonably necessary to comply with laws applicable to it.

8.13 Counting Days; Automatic Extension. If any date or which a time period contained in this Agreement is scheduled to expire is a Saturday, Sunday or legal holiday, the subject date shall be extended to the next business day. In the event that the date for performance of any duty or obligation, exercise or any right or option or giving of any notice shall occur upon a Saturday, Sunday or legal holiday, the due date for such performance, exercise or giving of notice shall be automatically extended to the next succeeding business day.

8.14 Drafts Not an Offer to Enter Into a Legally Binding Contract. The submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to enter into a legally binding contract. The parties shall be legally bound pursuant to the terms of this Agreement only if and when IBI and GM have fully executed and delivered to each other a counterpart of this Agreement.

Joint Venture and Investment Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date above written.

WITNESS:


		By:


WITNESS:		Island Breeze International


		By:
		Bradley T. Prader, President

WITNESS:
		Island Breeze International, Inc


		By:
		Bradley T. Prader, President

Joint Venture and Investment Agreement

EXHIBIT A

SECURITIES PURCHASE AGREEMENT AND QUESTIONNAIRE

Please Refer To Exhibit 4.10 Filed With This Form 8K

Joint Venture and Investment Agreement

EXHIBIT B

CONVERTIBLE NOTE A

Joint Venture and Investment Agreement

CONVERTIBLE NOTE A (the “Note”)

April ___, 2010

Amount: $1,400,000

FOR VALUE RECEIVED, the undersigned, ("Borrower") promises to pay to ____________, ("Lender"), with an address of _______________________________________, or at such place or places as Lender may designate, the principal sum of One Million Four Hundred Thousand ($1,400,000) Dollars, without defalcation or discount, for value received, with interest thereon at the rate set forth below, all in lawful money of the United States (collectively, the "Loan).

1. Term. The term of this Loan (the “Maturity Date” or the “Term”) shall be for twenty-four (24) months.

2. Interest. Interest will be charged and accrue on that part of outstanding principal which has not been paid at the rate of ten percent (10 %) per annum (the “Rate”). Interest will be charged beginning on the date Borrower receives all of the principal and will continue until the full amount of principal Borrower has received has been paid.

3. Payments. Payments shall be payable at _______________________________, or at such other place as the Lender may designate, in writing, and shall be repaid as follows:

Subject to the provisions contained in paragraph 4, the principal of the Loan shall be repaid at the end of twenty-four (24) months. Interest shall accrue for the first twelve (12) months of the Loan. On the _____ day of April 2011 the accrued interest of the Loan as of that date shall be payable. Thereafter, accrued interest shall be payable in arrears every three (3) months. The final payment of the outstanding principal and any interest which shall have accrued thereon shall be due and payable on the ______ day of April 2012.

4. Conversion.

(a) On or before the Maturity Date, upon written notice to the Borrower, the Lender may elect to convert the principal amount of the Loan into shares of a wholly owned ”Subsidiary” of Island Breeze International, as further defined in the Joint Venture and Investment Agreement. Upon conversion of this Note into shares of Subsidiary, such shares shall represent four and two tenths (4.2%) percent equity ownership of Subsidiary.

(b) In the event of the conversion of the principal amount of this Note under sub section (a) above, Lender shall return this Note to the Company, and thereafter, the Borrower shall cause to be issued and delivered to the Lender, the shares of Common Stock issuable upon conversion of the Note.

Joint Venture and Investment Agreement

5. Late Charges. Borrower shall pay to Lender a late charge of five percent (5%) of any payment not received by Lender within fifteen (15) calendar days after the payment is due. The imposition or collection of this fee shall not however constitute a waiver of any default or demand by Lender.

6. Events of Default. At the option of Lender, upon the occurrence of any of the following events of default ("Events of Default"), the Borrower will be in default ("Default"):

(a) Nonpayment of any amount due either under this Note.

(b) The filing by Borrower or against Borrower of a petition in bankruptcy or insolvency or in reorganization or for the appointment of a receiver, custodian, liquidator, trustee, or other official covering Borrower or any of its assets, or a making by the Borrower of an assignment for the benefit of creditors, or the filing of a petition for an arrangement by the Borrower which is not withdrawn or continued, dismissed, cancelled, and/or terminated before the end of thirty (30) days' following commencement.

(c) Failure to comply with or breach or default in any of the terms or conditions of the Joint Venture and Investment Agreement between the Borrower and the Lender (the “JV Agreement”) and failure to cure such breach within a reasonable time.

7. Notice of Default. Lender shall provide Borrower with a fifteen (15) day notice and a reasonable time period to cure following an Event of Default after the earlier of (i) notice to Borrower of the Default, or (ii) the date Borrower knows or should have known of the existence of such Default.

8. Lender's Rights upon Default. Upon an Event of Default, which is not cured pursuant to any notice or cure period provided herein, Lender may, at Lender's option declare Borrower to be in Default. Upon declaration of Default, the entire unpaid principal balance and any outstanding accrued interest, fees and costs of this Note shall be immediately due and payable by Borrower ("Acceleration"). Payment of the foregoing may be enforced and recovered at any time by one or more remedies provided to Lender in this Note, and Lender may, at its option, thereafter exercise any rights it has against the Collateral for this Note.

Lender may exercise this option to accelerate during any Default regardless of any prior forbearance. If the Lender has required Borrower to pay immediately in full as described above, the Lender will have the right to be reimbursed by Borrower for all reasonable costs and expenses incurred by Lender to the extent not prohibited by applicable law. Those expenses may include, for example, reasonable attorneys' fees.

The terms and conditions of the Joint Venture and Investment Agreement are incorporated by reference into this Note. This Note shall be governed by and construed in accordance with the laws of the State of New York.

Joint Venture and Investment Agreement

9. Borrower's Waivers. Presentment, demand of payment, notice of nonpayment, dishonor or acceleration, protest or notice of protest, and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note are hereby waived by all makers, sureties, and endorsers, and shall be binding upon them and their successors and assigns. Any failure by Lender to insist upon strict performance by Borrower of any of the terms and provisions of the Note shall not be deemed a waiver of any of the terms or provisions thereof, and the Lender shall have the right thereafter to insist upon strict performance by the Borrower of any and/or all of them. Any failure or delay of Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any other time or times. The waiver by Lender of a breach or default of any provisions of this Note shall not operate or be construed as a waiver of any subsequent breach or default thereof. Borrower agrees to reimburse Lender for all reasonable expenses, including reasonable attorneys' fees, incurred by Lender to enforce the provisions of this Note, protect and preserve Lender's rights and collect Borrower's obligations hereunder.

10. Interest Determination. If, at any time, the rate of interest hereunder shall be deemed by any competent court of law, governmental agency, or tribunal to exceed the maximum rate of interest permitted by the laws of any applicable jurisdiction or the rulers or regulations of any appropriate regulatory authority or agency, then, during such time as such rate of interest would be deemed excessive, that portion of each interest payment attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal.

11. Notices. Any notice to Borrower provided for in this Note shall be given by mailing such notice by certified mail addressed to Borrower at the address listed below, or to such other address as Borrower may designate by notice to the Lender. Any notice to the Lender shall be given by overnight delivery service or mailing such notice by certified mail, return receipt requested, to the Lender at the address stated in the first paragraph of this Note or to such other address as may have been designated by notice to Borrower.

12. Construction. The words "Borrower" and "Lender" include the singular and plural, individual or corporation or company, and the respective heirs, executors, administrators, successors and assigns of the Borrower or Lender, as the case may be. The use of any gender applies to all genders. If more than one party is named as a Borrower, the obligation hereunder of each such party is joint and several. Any terms not defined herein shall have the meaning prescribed in the Joint Venture and Investment Agreement.

14. Collateral. Upon the purchase of the [Vessel, as defined in the JV Agreement], the borrower shall record a lien [on the Vessel] in the amount of outstanding note. Borrower shall cooperate with Lender in all respects regarding the recording of such lien. Lender shall cooperate with Borrower in all respects regarding the removal of the lien upon payment all amount due to Lender; or the conversion of all amounts due Lender under the terms of paragraph 4. Borrower may further encumber the collateral. The lien of Lender will be fully released and discharged upon the earlier of: the amounts due under this Note are paid in full; or (ii) this Note is exchanged for equity under the terms of this Note and the related Joint Venture and Investment Agreement.

Joint Venture and Investment Agreement

Witness:	BORROWER:
	ISLAND BREEZE INTERNATIONAL
	1001 North America Way, Suite 201
	Miami, Florida, 33132


_______________________	By:__________________________
	Bradley T. Prader, President

Joint Venture and Investment Agreement

EXHIBIT C

CONVERTIBLE NOTE B

Joint Venture and Investment Agreement

CONVERTIBLE NOTE B (the “Note”)

April ___, 2010

Amount: $13,000,000

FOR VALUE RECEIVED, the undersigned, ("Borrower") promises to pay to __________, ("Lender"), with an address of _________________________________________, or at such place or places as Lender may designate, the principal sum of Thirteen Million ($13,000,000) Dollars, without defalcation or discount, for value received, with interest thereon at the rate set forth below, all in lawful money of the United States (collectively, the "Loan).

1. Term. The term of this Loan (the “Maturity Date” or the “Term”) shall be for twenty-four (24) months.

3. Payments. Payments shall be payable at _______________________________, or at such other place as the Lender may designate, in writing, and shall be repaid as follows:

4. Conversion.

(a) On or before the Maturity Date, upon written notice to the Borrower, the Lender may elect to convert the principal amount of the Loan into shares of a wholly owned ”Subsidiary” of Island Breeze International, as further defined in the Joint Venture and Investment Agreement. Upon conversion of this Note into shares of Subsidiary, such shares shall represent thirty-nine percent (39%) equity ownership of Subsidiary.

(b) In the event of the conversion of the principal amount of this Note under sub-section (a) above, Lender shall return this Note to the Company, and thereafter, the Borrower shall cause to be issued and delivered to the Lender, the shares of Common Stock issuable upon conversion of the Note.

Joint Venture and Investment Agreement

6. Events of Default. At the option of Lender, upon the occurrence of any of the following events of default ("Events of Default"), the Borrower will be in default ("Default"):

(a) Nonpayment of any amount due either under this Note.

Joint Venture and Investment Agreement

4. Borrower may further encumber the collateral. The lien of Lender will be fully released and discharged upon the earlier of: the amounts due under this Note are paid in full; or (ii) this Note is exchanged for equity under the terms of this Note and the related Joint Venture and Investment Agreement.

Witness:	BORROWER:
	ISLAND BREEZE INTERNATIONAL
	1001 North America Way, Suite 201
	Miami, Florida, 33132


_______________________	By:__________________________
	Bradley T. Prader, President

Joint Venture and Investment Agreement

EX-4.10 3 ibii8k20100416ex4-10.htm FORM OF SECURITIES PURCHASE AGREEMENT, BETWEEN ISLAND BREEZE INTERNATIONAL AND AN INVESTOR DATED, APRIL 16, 2010 ibii8k20100416ex4-10.htm

EXHIBIT 4.10

SECURITIES PURCHASE AGREEMENT

ISLAND BREEZE INTERNATIONAL, INC.

SECURITIES PURCHASE AGREEMENT (as amended or supplemented from time to time, this "AGREEMENT"), dated as of April ___, 2010, between Island Breeze International, Inc., a Delaware corporation (the "COMPANY") with its principal offices at 211 Benigno Blvd., Suite 201, Bellmawr, New Jersey 08031, and the undersigned (the “Subscriber”).

WITNESSETH:

WHEREAS, the Company is offering to sell shares of its Class A common stock, 0.001 par value for a purchase price of $0.50 per share;

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, such number of shares of the Company’s Class A common stock as are indicated on the signature page hereto (the “Common Stock” or the “Securities”); and

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 ACT”) afforded by the provisions of Section 4(2) and/or Rule 506 of Regulation D ("REGULATION D") as promulgated by the United States Securities and Exchange Commission (the "COMMISSION") under the 1933 Act.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscriber hereby agree as follows:

1. SUBSCRIPTION FOR SECURITIES.

(a) As soon as possible after the execution and delivery of this Agreement, and subject to the terms and conditions hereof, including the satisfaction of the conditions described in subsection (b) below, the Company shall deliver the certificates for the Common Stock to the Subscriber, each registered in the name of the Subscriber, against receipt of an amount equal to the purchase price for the Common Stock for which the Subscriber is subscribing.

(b) Subscriber’s obligation to purchase the Common Stock is subject to the fulfillment (or written waiver by the Subscriber) of each of the following conditions:

(i) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date of such purchase;

(ii) The Company shall have performed and complied with all covenants, conditions and agreements required by this Agreement to be performed or complied with by them on or prior to the date of such purchase;

(iii) There shall be in effect no injunction, writ, preliminary restraining order or any order of any nature directing that the transactions contemplated by this Agreement, including without limitation the purchase of the Common Stock, not be consummated as herein provided; and

2. COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS. The Company represents and warrants to and agrees with Subscriber that, except as set forth in the Company's periodic and current reports filed with the Commission thereafter (hereinafter referred to collectively as the "SEC REPORTS"),or as set forth on the disclosure schedule dated the date hereof delivered by the Company to the Subscriber (the “DISCLOSURE SCHEDULE”) :

(a) DUE INCORPORATION. The Company and each of its Subsidiaries is a corporation (or in the case of a Subsidiary the type of entity described in the Disclosure Schedule) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other power to own its properties and to carry on its business as disclosed in the SEC Reports. The Company and each of its Subsidiaries is duly qualified as a foreign corporation (or in the case of a Subsidiary the type of entity described in the Disclosure Schedule) to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. For purpose of this Agreement, a "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the financial condition, results of operations, properties or business of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, "SUBSIDIARY" means, with respect to any entity at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity) of which more than 50% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity. The Company’s Subsidiaries are named in the SEC Reports.

(b) AUTHORITY. The Company has the full right, power and authority to execute, deliver and perform under this Agreement. This Agreement has been duly executed by the Company and this Agreement and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action and each constitute, the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms.

(c) OUTSTANDING SECURITIES. All of the issued and outstanding shares of the Company’s Common Stock have been duly and validly authorized and issued, are fully paid and nonassessable (with no personal liability attaching to the holders thereof or to the Company) and are free from preemptive rights or rights of first refusal held by any person. All of the issued and outstanding shares of Common Stock have been issued pursuant to either a current effective registration statement under the 1933 Act or an exemption from the registration requirements thereof, and were issued in accordance with all applicable United States Federal and state securities laws.

(d) ENFORCEABILITY. This Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of law or equity). The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

(e) CONSENTS. No consent, approval, authorization, filing with or notice to any person, entity or public authority, or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its Subsidiaries, or the Company's stockholders is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Securities, other than filings required by Federal or state securities laws, which filings have been or will be made by the Company on a timely basis.

(f) NO VIOLATION OR CONFLICT. Assuming the representations and warranties of the Subscribers in Section 3 are true and correct, neither the issuance and sale of the Securities nor the performance of the Company's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will:

(i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default in any material respect) under (A) the certificate of incorporation or bylaws of the Company, each as amended as of the date hereof, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company or any of its Subsidiaries of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or such Subsidiary or over the properties or assets of the Company or such Subsidiary, or (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or such Subsidiary is a party, or by which the Company or such Subsidiary is bound, or to which any of the properties of the Company or such Subsidiary is subject, except the violation, conflict, breach, or default of which would not have a Material Adverse Effect; or

(ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Subsidiaries.

(g) THE SECURITIES. The Securities upon issuance:

(i) will be free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii) have been duly and validly authorized and duly and validly issued, and will be fully paid and non-assessable (with no personal liability attaching to the holders thereof or to the Company) and will be free from preemptive rights or rights of first refusal held by any person; provided Subscriber's representations herein are true and accurate and Subscribers take no actions or fail to take any actions required for their purchase of the Securities to be in compliance with all applicable laws and regulations; and

(iii) will have been issued in reliance upon an exemption from the registration requirements of and will not result in a violation of Section 5 under the 1933 Act.

(h) LITIGATION. There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its Subsidiaries that would affect the execution by the Company or the performance by the Company of its obligations under the Transaction Documents. There is no pending or, to the knowledge of the Company, or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its Subsidiaries, which litigation if adversely determined would have a Material Adverse Effect. There are currently pending suits for the collection of sums owed by the Company as set forth on the Disclosure Schedule.

(i) REPORTING COMPANY. The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 ACT") and the Common Stock is registered pursuant to Section 12(g) of the 1934 Act.

(j) INFORMATION CONCERNING COMPANY. The SEC Reports contain all material information relating to the Company and its operations and financial condition as of their respective dates and all the information required to be disclosed therein. Since the last day of the fiscal year of the most recent audited financial statements included in the SEC Reports ("LATEST FINANCIAL DATE"), and, there has been no Material Adverse Event relating to the Company's business, financial condition or affairs not disclosed in the SEC Reports. The SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which made. The Company has not provided to the Subscribers any material non-public information. Although there has been no Material Adverse Event the Company’s financial condition has continued to deteriorate since the Latest Financial date and the Company needs cash to realize its business plan.

(k) FINANCIAL STATEMENTS. The financial statements of the Company and its Subsidiaries included in the Reports (hereinafter collectively, the “Financial Statements”), were prepared in accordance with generally accepted accounting principles consistently applied and present and reflect fairly the financial position of the Company and its Subsidiaries at the respective balance sheet dates and the results of its operations and cash flows for the periods then ended, provided, however, that the financial statements included in the Form 10-Q’s are subject to normal year-end adjustments and lack footnotes and other presentation items

(l) NO UNDISCLOSED LIABILITIES. Except as set forth on the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities of any kind or nature, whether accrued or contingent, matured or unmatured, known or unknown, which are material, individually or in the aggregate, which are not disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company's or such Subsidiary’s businesses since the Latest Financial Date, and which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(m) NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since the Latest Financial Date, no event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or their respective businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in the SEC Reports.

(n) DEFAULTS. Neither the Company nor any of its Subsidiaries is in violation of its certificate of incorporation or bylaws To the best of the knowledge of the Company, no party to any note, loan agreement, security agreement, mortgage, contract, franchise agreement, distribution agreement, lease, alliance agreement, joint venture agreement, other agreement, license, permit, consent, approval or instrument with or given to the Company or any of its Subsidiaries is in default thereunder and no event has occurred with respect to such party, which, with or without the lapse of time or giving of notice, or both, would constitute a default by such party or would cause acceleration of any obligations of such party. The Company and its Subsidiaries are (i) not subject to nor in default with respect to any order of any court, arbitrator or governmental body or subject to or party to any order of any court or governmental authority arising out of any action, suit or proceeding under any statute or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters, or (ii) to the Company's knowledge not in violation of any statute, rule or regulation of any governmental authority which violation would have a Material Adverse Effect. There are no material (i.e., involving an asserted liability in excess of fifty thousand dollars ($50,000)) claims, actions, suits, proceedings or labor disputes, inquiries or investigations (whether or not purportedly on behalf of the Company or such Subsidiary), pending or, to the best of the Company's knowledge, threatened, against the Company or such Subsidiary, at law or in equity or by or before any Federal, state, county, municipal or other governmental department, the Commission, the Financial Industry Regulatory Authority, board, bureau, agency or instrumentality, domestic or foreign, whether legal or administrative or in arbitration or mediation, nor is there any basis for any such action or proceeding. Neither the Company, nor any of its assets are subject to, nor is the Company in default with respect to, any order, writ, injunction, judgment or decree that could adversely affect the financial condition, business, assets or prospects of the Company.

(o) COMPLIANCE WITH LAWS. To its knowledge, the Company and each of its Subsidiaries is in compliance with all laws, rules and regulations of all Federal, state, local and foreign government agencies having jurisdiction over the Company or affecting the business, assets or properties of the Company, except where the failure to comply has not and will not have a Material Adverse Effect.

(p) NOT AN INTEGRATED OFFERING. Neither the Company, nor any person acting on its behalf, has knowingly, either directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the OTC Bulletin Board ("BULLETIN BOARD") which would impair the exemptions relied upon in for the offer and sale of the Securities to Subscriber or the Company's ability to timely comply with its obligations hereunder. Nor will the Company take any action or steps that would knowingly cause the offer or issuance of the Securities to be integrated with other offerings which would impair the exemptions relied upon for the offer and sale of the Securities to Subscriber or the Company's ability to timely comply with its obligations hereunder. The Company will not knowingly conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities, which would impair the exemptions relied upon for the offer and sale of the Securities to Subscriber or the Company's ability to timely comply with its obligations hereunder.

(q) NO GENERAL SOLICITATION. Neither the Company, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

(r) LISTING. The Company's common stock is quoted on the Bulletin Board under the symbol IBII.OB. The Company has not received any oral or written notice that the Common Stock is not eligible nor will become ineligible for quotation on the Bulletin Board nor that the Common Stock does not meet all requirements for the continuation of such quotation. The Company satisfies all the requirements for the continued quotation of the Common Stock on the Bulletin Board.

(s) STOP TRANSFER. The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and unless contemporaneous notice of such instruction is given to the Subscriber.

(t) INVESTMENT COMPANY. The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

3. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. Subscriber hereby represents and warrants to and agrees with the Company that:

(a) ORGANIZATION AND STANDING. If the Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power to own its assets and to carry on its business.

(b) AUTHORIZATION AND POWER. Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Securities. The execution, delivery and performance of this Agreement by Subscriber and the consummation by Subscriber of the transactions contemplated hereby and have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of Subscriber or its Board of Directors, stockholders, partners, members, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by Subscriber and constitutes a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with the terms hereof.

(c) NO CONFLICTS. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not and will not (i) result in a violation of Subscriber's charter documents or bylaws or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which Subscriber is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Subscriber). Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Securities, provided that for purposes of the representation made in this sentence, Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(d) INFORMATION ON COMPANY. The Subscriber has been furnished with or has had access at the EDGAR Website of the Commission to the SEC Reports. In addition, the Subscriber has received in writing from the Company such other information concerning its operations, financial condition and other matters as the Subscriber has requested in writing (such other information is collectively, the "OTHER WRITTEN INFORMATION"), and considered all factors the Subscriber deems material in deciding on the advisability of investing in the Securities. Subscriber has carefully read, and understands the information in the SEC Reports, including without limitation, the information set forth in the Super 8K.

(e) INFORMATION ON SUBSCRIBER. The Subscriber is an "accredited investor", as such term is defined in Rule 501(a) of Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Subscriber has the authority and is duly and legally qualified to purchase and own the Securities. The Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Subscriber is accurate.

(f) PURCHASE OF SECURITIES. The Subscriber is purchasing the Securities as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof, but Subscriber does not agree to hold the Securities for any minimum amount of time.

(g) COMPLIANCE WITH SECURITIES ACT. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.

(h) COMMON STOCK LEGEND. The certificates evidencing the Common Stock shall bear the following or similar legend:

“NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

(i) COMMUNICATION OF OFFER. The offer to sell the Securities was directly communicated to the Subscriber by the Company and no other person has solicited an investment in the Common Stock on behalf of the Company, except the Broker identified in the Disclosure Schedule. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(j) AUTHORITY; ENFORCEABILITY. This Agreement has been duly authorized, executed and delivered by the Subscriber and is a valid and binding agreement of Subscriber, enforceable against the Subscriber in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder.

(k) NO GOVERNMENTAL REVIEW. Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(l) NO TAX ADVICE. Subscriber acknowledges that no representation has been made and no advice has been given to Subscriber by the Company or the Placement Agent as to the potential tax consequences of the Subscriber’s investment in the Common Stock subscribed for and that the Subscriber has been urged to consult with his or her own tax advisors, with specific reference to the Subscriber’s own situation, with respect to such consequences.

4. REGULATION D OFFERING. The offer and issuance of the Securities to the Subscriber is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.

5. BROKER COMMISSIONS. The Company on the one hand, and Subscriber on the other hand, agrees to indemnify the other against and hold the other harmless from any and all liabilities to any persons claiming brokerage commissions or similar fees other than the persons and entities identified in the Disclosure Schedule (each a "BROKER"), on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of such party's actions. The Company agrees that it will pay the Broker the fee set forth in the Disclosure Schedule ("BROKER'S FEES").

6. COVENANTS OF THE COMPANY AND SUBSCRIBER REGARDING INDEMNIFICATION.

(a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscriber, the Subscriber’s officers, directors, agents, affiliates, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber or any such person which results, arises out of or is based solely upon (i) any material misrepresentation by Company or material breach of any warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any material breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscriber relating hereto.

(b) Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or any such person which results, arises out of or is based solely upon (i) any material misrepresentation by Subscriber in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii)after any applicable notice and/or cure periods, any material breach or default in performance by Subscriber of any covenant or undertaking to be performed by Subscriber hereunder, or any other agreement entered into by the Company and Subscriber, relating hereto.

(c) Any person entitled to indemnification under Section 6(a) or (b) of this Agreement (an “indemnified party”) shall notify promptly the person obligated to provide such indemnification (the “indemnifying party”) in writing of the commencement of any action or proceeding brought by a third person against the indemnified party with respect to a Claim (a “Third Party Claim”) for which the indemnified party may be entitled to indemnification from the indemnifying party under this Section 6, but the omission of such notice shall not relieve the indemnifying party from any liability which it may have to any indemnified party under Section 6 of this Agreement, except to the extent that such failure shall materially adversely affect any indemnifying party or its rights hereunder. The indemnifying party shall be entitled to participate in, and, to the extent that it chooses, to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the indemnified party; and, after notice from the indemnifying party to the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses or disbursements subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the Third Party Claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party of such Third Party Claim; (ii) if the indemnified party who is a defendant in such Third Party Claim which is also brought against the indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded that there are legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall be liable for any reasonable expenses therefor; provided, that no indemnifying party shall be subject to any liability for any settlement of a Third Party Claim made without its consent (which may not be unreasonably withheld, delayed or conditioned). If the indemnifying party assumes the defense of any Third Party Claim hereunder, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party.

7. MISCELLANEOUS.

(a) NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i)personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Island Breeze International, Inc., 1001 North America Way, Miami, Florida 33132 with a copy by facsimile only to: Eaton & Van Winkle LLP, Three Park Avenue,16th floor, New York, NY 10016, Attn: Joseph L. Cannella, Esq., facsimile (212)779-9928, and (ii) if to the Holder, to the name, address and facsimile number set forth on the signature page of this Agreement.

(b) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by approval or written consent of Subscriber, as defined in subparagraph (h) hereof. Neither the Company nor the Subscriber has relied on any representations not contained or referred to in this Agreement and the documents delivered herewith. No right or obligation of the Company shall be assigned without prior notice to and the written consent of the Subscriber.

(c) COUNTERPARTS/EXECUTION. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile signature and delivered by facsimile transmission.

(d) LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state courts of New York or in the federal courts located in New York County. THE PARTIES AND THE INDIVIDUALS EXECUTING THIS AGREEMENT AND OTHER AGREEMENTS REFERRED TO HEREIN OR DELIVERED IN CONNECTION HEREWITH ON BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

(e) SPECIFIC ENFORCEMENT, CONSENT TO JURISDICTION. To the extent permitted by law, the Company and Subscriber acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to one or more preliminary and final injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 9(d) hereof, each of the Company and Subscriber hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

(f) SURVIVAL. The representations and warranties, covenants and other agreements of the Company and the Subscriber set forth in this Agreement shall survive the purchase of the Securities by the Subscriber hereunder for a period of one year from the date hereof.

[SIGNATURE PAGE APPEARS ON THE FOLLOWING PAGE]

ALL INVESTORS MUST COMPLETE THIS PAGE

IN WITNESS WHEREOF, the parties have executed this Agreement on April __, 2010.

Amount of Investment: $600,000

Purchase Price Per Share: $0.50

Number of Shares Purchased: 1,200,000

	_________________________________________ Exact Name in Which Title is to be Held
	_________________________________________ (Authorized Signature)
	_________________________________________ Print Name of Signatory and Capacity in which Signed if an Entity
	_________________________________________ Signature (if Joint Tenants or Tenants in Common)
	_________________________________________ Print Name of above Signatory

SUBSCRIPTION ACCEPTED:

ISLAND BREEZE INTERNATIONAL, INC.

By:_______________________________

Name: Bradley T. Prader

Title: Chief Executive Officer

Date: _______________________________

____________________________________

Aggregate Purchase Price Accepted

EX-4.11 4 ibii8k20100416ex4-11.htm FORM OF SECURITIES PURCHASE AGREEMENT, BETWEEN ISLAND BREEZE INTERNATIONAL AND AN INVESTOR DATED, APRIL 16, 2010, WITH RESPECT TO THE CONVERTIBLE PROMISSORY NOTE IN THE AMOUNT OF $85,000 ISSUED BY THE COMPANY ON APRIL 16, 2010 ibii8k20100416ex4-11.htm

EXHIBIT 4.11

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 16, 2010March 1, 2010, by and between Island Breeze International Inc.Island Breeze International Inc., a Delaware corporation, with headquarters located at 211 Benigno Blvd., Suite 201, Bellmawr, New Jersey 080311001 North America Way, Suite 201 (the “Company”), and (Insert) a Delaware corporation, with its address (Insert) (the “Buyer”).

WHEREAS:

A. The Company and the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $85,000.0085,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of Class A Common Stock, $0.0010.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and the Company shall deliver such duly executed on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on April 16, 2010March 3, 2010, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

d. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

e. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable on account of interest on the Note, as a result of the events described in Sections 1.3 and 1.4(g) of the Note or in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

f. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

g. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

h. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been reasonably requested by the Buyer or its advisors in writing. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company shall not disclose to the Buyer any material nonpublic information. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

i. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

j. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless the Securities are sold pursuant to an effective registration statement under the 1933 Act, the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, the Securities are sold pursuant to Rule 144, or the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bonafide margin account or other lending arrangement. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note including accrued and unpaid interest on the Note for each 3 business-day period, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”); provided, however, that this provision shall not apply if within one (1) business day of delivery of the opinion to the Company, the Company’s counsel advises the Company and the Buyer that such opinion is inconsistent with the 1933 Act. If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

k. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (c) such holder provides the Company with reasonable assurances that such Security can be sold pursuant to Rule 144 or Regulation S. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

l. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

m. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

2. Representations and Warranties of the Company. Except as set forth in the in the SEC Documents (as hereinafter defined) and in the schedules hereto, which SEC Documents and schedules shall be deemed a part hereof and shall qualify any representation or warranty made herein to the extent of the disclosure therein, the Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Class A Common Stock, $0.0010.001 0.001par value per share, of which 23,571,344 shares are issued and outstanding; (ii) 16,110,500 shares of Class B Common Stock, $0.001 par value per share, of which 16,110,500 shares are issued and outstanding; and (iii) 1,000,000 shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 671,642 shares are reserved for issuance upon conversion of the Note (subject to adjustment pursuant to the Company’s covenant set forth in Section 4(g) below). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in Schedule 3(c), as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries and (ii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

e. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

f. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as a Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity that would have a Material Adverse Effect on the business. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g. SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2009, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

h. Absence of Certain Changes. Since September 30, 2009, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

i. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

j. Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

k. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

l. Tax Status. Except as set forth in Schedule 3.l, the Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

m. Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

n. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not knowingly omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

o. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by any Buyer or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

p. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has knowingly directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

q. No Brokers. Except as set forth on Schedule 3(q), the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

r. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2009September 30, 2009, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

s. Environmental Matters.

(i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

t. Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

u. Insurance. Within 15 days following the date hereof, the Company and each of its Subsidiaries shall be insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.

v. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

w. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

x. Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and , except as set forth on Schedule 3.x, currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature.

y. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

z. Breach of Representations and Warranties by the Company. If the Company materially breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, the Company shall pay to the Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option of the Company, until such breach is cured. Notwithstanding the above, the Company’s obligation to pay Standard Liquidated for any breach or resulting from an inaccurate representation made by the Company in Section 3 shall not be due if the Buyer has knowledge of that inaccuracy prior to the Closing. If the Company elects to pay the Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

3. COVENANTS.

a. Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c. Use of Proceeds. The Company shall use the proceeds from the sale of the Note in the manner set forth in Schedule 4(d) attached hereto and made a part hereof and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries).

d. Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer Notwithstanding anything herein to the contrary, the Company’s obligation to reimburse Buyer’ expenses shall be $2,500.

e. Financial Information. The Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.

f. Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Note and issuance of the Conversion Shares in connection therewith (based on the Conversion Price of the Note in effect from time to time) and as otherwise required by the Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Note without the consent of the Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to three times the number that is then actually issuable upon full conversion of the Note and Additional Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(g), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. If the Company fails to obtain such shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, the Company shall pay to the Buyer the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of the Buyer. If the Buyer elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment. In order to ensure that the Company has authorized a sufficient amount of shares to meet the Reserved Amount at all times, the Company must, at the request of the Buyer, deliver to the Buyer at the end of the month covered by the requests a list detailing (1) the current amount of shares authorized by the Company and reserved for the Buyer; and (2) amount of shares issuable upon conversion of the Note and as payment of interest accrued on the Note for one year.

g. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as any Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as any Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

h. Corporate Existence. So long as a Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

i. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

j. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, the Company shall pay to the Buyer the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of Buyer, until such breach is cured. Notwithstanding the above, the Company’s obligation to pay Standard Liquidated for any breach, shall not be due if the Buyer has knowledge of the breach prior to the Closing. If the Buyer elects to pay the Standard Liquidated Damages Amount in shares, such shares shall be issued at the Conversion Price at the time of payment.

k. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

l. Trading Activities. Neither the Buyer nor their affiliates has an open short position in the Common Stock of the Company and the Buyer agree that they shall not, and that they will cause their affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock of the Company.

4. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

5. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

6. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB.

h. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

7. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

Island Breeze International Inc.

1001 North America Way

Suite 201

Island Breeze International, Inc.Miami, FL 33132

Attn: Bradley T. Prader Bradley T. Prader, President

211 Benigno Blvd., Suite 201

Bellmawr, New Jersey 08031

Attn: Bradley T. Prader

Chairman, President, CEO

facsimile: [enter fax number]

With a copy by fax only to (which copy shall not constitute notice):

Eaton & Van Winkle LLP

Attn: Joseph L. Cannella, Esq.

3 Park Avenue

New York, NY 10016

facsimile: (212) 779-9928

If to the Buyer:

(INSERT)

With a copy by fax only to (which copy shall not constitute notice):

(INSERT)

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless each of the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Publicity. The Company, and each of the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although each of the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

k. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

m. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

n. To the extent that this Agreement requires that the Company pay for the cost of a legal opinion, such cost shall not exceed $500.

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

Island Breeze International Inc.

By:________________________________

Bradley T. Prader

Chairman, President, CEO

(Insert Name of Buyer)

By:

Name:

Title:

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:	$85,000.00

Aggregate Purchase Price:	$85,000.00

EX-4.12 5 ibii8k20100416ex4-12.htm FORM OF CONVERTIBLE PROMISSORY NOTE ISSUED TO AN INVESTOR, IN THE PRINCIPAL AMOUNT OF $85,000 DATED, APRIL 16, 2010 ibii8k20100416ex4-12.htm

EXHIBIT 4.12

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $85,000.00	Issue Date: April 16, 2010
Purchase Price: $85,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Island Breeze International Inc., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of __________________________________, a Delaware corporation, or registered assigns (the “Holder”) the sum of $85,000.00 together with any interest as set forth herein, on January 5, 2011 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein in Section 1.8. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the Issue Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into class A common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time on or prior to the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Borrower’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided, however, that the Company shall have the right to pay any or all interest in cash plus (3) at the Borrower’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

1.2 Conversion Price.

(a) Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean the Applicable Percentage (as defined herein) multiplied by the Market Price (as defined herein). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Borrower and Holder and hereafter designated by Holders of a majority in interest of the Notes and the Borrower or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is traded for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Applicable Percentage” shall mean 67.0%.

(b) Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(g) of the Purchase Agreement. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time a Holder of this Note submits a Notice of Conversion, and the Borrower does not have sufficient authorized but unissued shares of Common Stock available to effect such conversion in accordance with the provisions of this Article I (a “Conversion Default”), the Borrower shall issue to the Holder all of the shares of Common Stock which are then available to effect such conversion. The portion of this Note which the Holder included in its Conversion Notice and which exceeds the amount which is then convertible into available shares of Common Stock (the “Excess Amount”) shall, notwithstanding anything to the contrary contained herein, not be convertible into Common Stock in accordance with the terms hereof until (and at the Holder’s option at any time after) the date additional shares of Common Stock are authorized by the Borrower to permit such conversion, at which time the Conversion Price in respect thereof shall be the lesser of (i) the Conversion Price on the Conversion Default Date (as defined below) and (ii) the Conversion Price on the Conversion Date thereafter elected by the Holder in respect thereof. In addition, the Borrower shall pay to the Holder payments (“Conversion Default Payments”) for a Conversion Default in the amount of (x) the sum of (1) the then outstanding principal amount of this Note plus (2) accrued and unpaid interest on the unpaid principal amount of this Note through the Authorization Date (as defined below) plus (3) Default Interest, if any, on the amounts referred to in clauses (1) and/or (2), multiplied by (y) ..24, multiplied by (z) (N/365), where N = the number of days from the day the holder submits a Notice of Conversion giving rise to a Conversion Default (the “Conversion Default Date”) to the date (the “Authorization Date”) that the Borrower authorizes a sufficient number of shares of Common Stock to effect conversion of the full outstanding principal balance of this Note. The Borrower shall use its best efforts to authorize a sufficient number of shares of Common Stock as soon as practicable following the earlier of (i) such time that the Holder notifies the Borrower or that the Borrower otherwise becomes aware that there are or likely will be insufficient authorized and unissued shares to allow full conversion thereof and (ii) a Conversion Default. The Borrower shall send notice to the Holder of the authorization of additional shares of Common Stock, the Authorization Date and the amount of Holder’s accrued Conversion Default Payments. The accrued Conversion Default Payments for each calendar month shall be paid in cash or shall be convertible into Common Stock (at such time as there are sufficient authorized shares of Common Stock) at the applicable Conversion Price, at the Borrower’s option, as follows:

(a) In the event Holder elects to take such payment in cash, cash payment shall be made to Holder by the fifth (5th) day of the month following the month in which it has accrued; and

(b) In the event Holder elects to take such payment in Common Stock, the Holder may convert such payment amount into Common Stock at the Conversion Price (as in effect at the time of conversion) at any time after the fifth day of the month following the month in which it has accrued in accordance with the terms of this Article I (so long as there is then a sufficient number of authorized shares of Common Stock).

The Holder’s election shall be made in writing to the Borrower at any time prior to 6:00 p.m., New York, New York time, on the third day of the month following the month in which Conversion Default payments have accrued. If no election is made, the Holder shall be deemed to have elected to receive cash. Nothing herein shall limit the Holder’s right to pursue actual damages (to the extent in excess of the Conversion Default Payments) for the Borrower’s failure to maintain a sufficient number of authorized shares of Common Stock, and each holder shall have the right to pursue all remedies available at law or in equity (including degree of specific performance and/or injunctive relief).

1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) (such third business day being hereinafter referred to as the “Deadline”) in accordance with the terms hereof and the Purchase Agreement (including, without limitation, in accordance with the requirements of Section 2(g) of the Purchase Agreement.

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is more than three (3) business days after the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each three-day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Holder provides the Borrower or its transfer agent with reasonable assurances that the Common Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall: be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) pro rata to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

(f) Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof.

1.7 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.

1.8 Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as: (i) no Event of Default shall have occurred and be continuing, (ii) the Borrower has a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Note, and (iii) the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.8. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment (the “Optional Prepayment Notice”) which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Optional Prepayment Sum”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to redeem the Note pursuant to this Section 1.8.

ARTICLE II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of substantially all of its assets resulting in the Borrower being a “shell” as such term is defined in Rule 144..

2.4 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.

2.5 Contingent Liabilities. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, which shall not be unreasonably withheld, assume, guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection and except assumptions, guarantees, endorsements and contingencies (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, and (b) similar transactions in the ordinary course of business.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, within five business days after written demand by the Buyer, upon acceleration or otherwise;

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) days after the Borrower shall have been notified thereof in writing by the Holder;

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder;

3.4 Breach of Representations and Warranties. Any material representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement;

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed;

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld;

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower and is not dismissed within 45 days;

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange;

3.9 Failure to Comply with the Exchange Act. The Borrower shall cease to be subject to the reporting requirements of the Exchange Act; and/or the Borrower shall cease to have adequate current public information publicly available pursuant to Rule 144(c)(1);

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

3.13 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note or upon acceleration), 3.2, 3.3, 3.4, 3.6, or 3.8 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

Island Breeze International Inc.

211 Benigno Blvd.Suite 201

Bellmawr, New Jersey 08031Attn: Bradley T. Prader, Chairman, President, CEO

facsimile: [enter fax number]

With a copy by fax only to (which copy shall not constitute notice):

Eaton & Van Winkle LLP

Attn: Joseph L. Cannella, Esq.

3 Park Avenue

New York, NY 10016

facsimile: (212) 779-9928

If to the Holder:

(INSERT)

With a copy by fax only to (which copy shall not constitute notice):

(INSERT)

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bonafide margin account or other lending arrangement.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

4.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this April 16, 2010.

	Island Breeze International Inc.

	By: _______________________________
	Bradley T. Prader
	Chairman, President, CEO

Exhibit A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder

in order to Convert the Notes)

The undersigned hereby irrevocably elects to convert $__________ principal amount of the Note (defined below) into _________ shares of class A common stock, $0.001 par value per share (“Common Stock”), of Island Breeze International Inc., a Delaware corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of ___________ (the “Notes”), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any. A copy of each Note is attached hereto (or evidence of loss, theft or destruction thereof).

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

In lieu of receiving shares of Common Stock issuable pursuant to this Notice of Conversion by way of a DWAC Transfer, the undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: 60;

Address:

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Notes shall be made pursuant to registration of the securities under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

Date of Conversion: ___________________________

Applicable Conversion Price: ____________________

Number of Shares of Common Stock to be Issued Pursuant to

Conversion of the Notes: ______________

Signature: ___________________________________

Name: ______________________________________

Address: ____________________________________

The Borrower shall issue and deliver shares of Common Stock to an overnight courier not later than three business days following receipt of the original Note(s) to be converted, and shall make payments pursuant to the Notes for the number of business days such issuance and delivery is late.

EX-10.2 6 ibii8k20100416ex10-2.htm MEMORANDUM OF UNDERSTANDING BETWEEN ISLAND BREEZE INTERNATIONAL AND AMANDLA ICON SHIPPING CORPORATION PTE LTD DATED APRIL 17, 2009 ibii8k20100416ex10-2.htm

EXHIBIT 10.2

Dated: 17TH April, 2009

ISLAND BREEZE INTERNATIONAL 211 Benigo Boulevard, Suite 201, Bellmawr, New Jersey 08031, USA hereinafter called the Sellers, have agreed to sell, and

AMANDLA ICON SHIPPING CORPORATION Pte Ltd, 583, ORCHARD ROAD, #09-01 FORUM,

SINGAPORE 238884 or nominee hereinafter called the Buyers, have agreed to buy the motor vessel

Name: CASINO ROYALE ex FORTUNE STAR

Classification Society/Class: HELLENIC REGISTER OF SHIPPING	4
Built: 1975 By: KNOSSOURA DOCKYARD, SALAMIS, GREECE	5
Flag: PANAMA Place of Registration: PANAMA, REPUBLIC OF PANAMA	6
Call Sign: C6DP8 Grt/Nrt: 9511 / 3479	7
IMO Number: 7350442 otherwise as per description in Clause 18 hereto,	8

hereinafter called the Vessel, on the following terms and conditions:

Definitions

"Banking days" are days on which banks are open both in the country of the currency	11
Stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.	12

"in writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,	13
a registered letter, telex, telefax or other modern form of written communication	14

“Classification Society" or “Class" means the Society referred to in line 4.

1. Purchase Price: Gross US$ 1,970,815 00 (United States Dollars One Million Nine hundred seventy thousand Eight hundred fifteen only) less projected repositioning expenses of US$ 1,083,815 ( One million Eighty three thousand Eight hundred and fifteen only) to pay a NET Price of USD 887,000 ( Eight hundred eighty seven thousand USD) on the Light Displacement of 5,119.15 Long Tons (or 5,201.3 metric tons) without any permanent ballast.	16

2. Deposit:	17

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% of the Purchase Price (USD 88,700) within 3 (Three) banking	18
Days from the date of signing this Agreement by the Sellers and the Buyers IN EITHER FACSIMILE OR SCANNED EMAIL.	19
This deposit shall be placed with Sellers in their Account with Wachovia Bank, N.A	20
and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint	21
written instructions of the Sellers and the Buyers. Interest, if any to be credited to the Buyers.	22
Any fee charged at Sellers bank for receiving the money shall be borne by the Sellers. Any fee charged	23
at Buyers’ bank for remitting money shall be paid by the Buyers.	24

3. Payment

The balance(90%)of the NET Purchase Price shall be paid in full free of bank charges to THE SELLERS’ NOMINATED ACCOUNT	26
on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect	27
physically ready for delivery in accordance with the terms and conditions of this Agreement and	28
Notice of Readiness has been given in accordance with Clause 5.	29

4 Inspections	30
a)* The Buyers have WAIVED THEIR RIGHT TO INSPECT inspected and accepted the Vessel’s classification records. The Buyers HAVE ALSO WAIVED THEIR RIGHT TO INSPECT	31
also inspected the Vessel at/in on	32
and have accepted the Vessel following this inspection and thus the sale is outright and definite,	33
subject only to the terms and conditions of this Agreement	34
b)* The Buyers shall have the right to inspect the Vessel's classification records and declare	35
whether same are accepted or not within	36
The Sellers shall provide for inspections of the Vessel at/in . .	37
The Buyers shall undertake the inspection without undue delay to the Vessel. Should the	38
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.	39
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers	40
During the inspection, the Vessel’s deck and engine log books shall be made available for	41
examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall	42
become outright and definite, subject only to the terms and conditions of this Agreement,	43
provided the Sellers receive written notice of acceptance from the Buyers within 72 hours	44
after completion of such inspection.	45
Should notice of acceptance of the Vessel's classification records and of the Vessel not be	46
received by the Sellers as aforesaid, the deposit together with interest earned shall be	47
released immediately to the Buyers, whereafter this Agreement shall be null and void.	48
4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,	49
alternative 4a) to apply.	50

5. Notices, time and place of delivery	51
a) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall	52
provide the Buyers with 7, 5, 3 days approximate, and 1 day definite notice of the estimated time of arrival at the	53
intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place	54
of delivery and in every respect physically ready for delivery in accordance with this	55
Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.	56

b) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or	57
anchorage, in Sellers’ option, at/in Freeport, Bahamas with exact date	58
in the Sellers' option	59
Expected time of delivery: during 15th – 30th April, 2010	60
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15th May, 2010 in the Buyers option.	61
c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the	62
Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in	63
writing stating the date when they anticipate that the Vessel will be ready for delivery and	64
propose a new cancelling date. Upon receipt of such notification the Buyers shall have the	65
option of either cancelling this Agreement in accordance with Clause 14 within 7 running	66
days of receipt of the notice or of accepting the new date as the new cancelling date. If the	67
Buyers have not declared their option within 7 running days of receipt of the Sellers'	68
notification or if the Buyers accept the new date, the date proposed in the Sellers' notification	69
shall be deemed to be the new cancelling date and shall be substituted for the cancelling	70
date stipulated in line 61.	71
If this Agreement is maintained with the new cancelling date all other terms and conditions	72
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full	73
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any	74
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by	75
the original cancelling date	76
d) Should the Vessel become an actual, constructive or compromised total loss before delivery	77
the deposit together with interest earned shall be released immediately to the Buyers	78
whereafter this Agreement shall be null and void	79

6. Drydocking / Divers Inspection	80
a)** The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the	81
Classification Society of the Vessel's underwater parts below the deepest load line, the	82
extent of the inspection being in accordance with the Classification Society's rules.If the	83
rudder, propeller, bottom or other underwater parts below the deepest load line are found	84
broken, damaged or defective so as to affect the Vessel's class, such defects shall be made	85
good at the Sellers' expense to the satisfaction of the Classification Society without	86
condition/recommendation*.	87
b)** (i) The Vessel is to be delivered without drydocking. However, the Buyers shall	88
have the right at their expense to arrange for an underwater inspection by a diver approved	89
by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their	90
cost make the Vessel available for such inspection. The extent of the inspection and the	91
conditions under which it is performed shall be to the satisfaction of the Classification	92
Society. If the conditions at the port of delivery are unsuitable for such inspection, The	93
Sellers shall make the Vessel available at a suitable alternative place near to the delivy	94
port.	95
(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line	96
are found broken, damaged or defective so as to affect the Vessel's class, then unless	97
repairs can be carried out afloat to the satisfaction of the Classification Society,the Sellers	98
shall arrange for the Vessel to be drydocked at their expense for inspection by the	99
Classification Society of the Vessel's underwater parts below the deepest load line, the	100
extent of the inspection being in accordance with the Classification Society's rules. If the	101
rudder, propeller, bottom or other underwater parts below the deepest load line are found	102
broken, damaged or defective so as to affect the Vessels class, such defects shall be made	103
good by the Sellers at their expense to the satisfaction of the Classification Society	104
without condition/recommendation*. In such event the Sellers are to pay also for the cost of	105
the underwater inspection and the Classification Society's attendance	106

(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-	107
docking facilities are available at the port of delivery, the Sellers shall take the Vessel	108
to a port where suitable drydocking facilities are available, whether within or outside the	109
delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver	110
the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the	111
purpose of this Clause, become the new port of delivery. In such event the cancelling date	112
provided for in Clause 5 b) shall be extended by the additional time required for the	113
drydocking and extra steaming, but limited to a maximum of 14 running days.	114
c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above	115
(i) the Classification Society may require survey of the tailshaft system, the extent of	116
the survey being to the satisfaction of the Classification surveyor. If such survey is not	117
required by the Classification Society, the Buyers shall have the right to require the tailshaft	118
to be drawn and surveyed by the Classification Society, the extent of the survey being in	119
accordance with the Classification Society's rules for tailshaft survey and consistent with	120
the current stage of the Vessel's survey cycle. The Buyers shall declare whether they	121
require the tailshaft to be drawn and surveyed not later than by the completion of the	122
inspection by the Classification Society. The drawing and refitting of the tailshaft shall be	123
arranged by the Sellers. Should any parts of the tailshaft system be condemned or found	124
defective so as to affect the Vessel's class, those parts shall be renewed or made good at	125
the Sellers' expense to the satisfaction of the Classification Society without	126
condition/recommendation*.	127
(ii) the expenses relating to the survey of the tailshaft system shall be borne	128
by the Buyers unless the Classification Society requires such survey to be carried out, in	129
which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses	130
if the Buyers require the survey and parts of the system are condemned or found defective	131
or broken so as to affect the Vessel's class*.	132
(iii) the expenses in connection with putting the Vessel in and taking her out of	133
drydock, including the drydock dues and the Classification Society's fees shall be paid by	134
the Sellers if the Classification Society issues any condition/recommendation* as a result	135
of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers	136
shall pay the aforesaid expenses, dues and fees.	137

(iv) the Buyers' representative shall have the right to be present in the drydock, but	138
without interfering with the work or decisions of the Classification surveyor.	139
(v) the Buyers shall have the right to have the underwater parts of the Vessel	140
cleaned and painted at their risk and expense without interfering with the Sellers' or the	141
Classification surveyor's work, if any, and without affecting the Vessel’s timely delivery. If,	142
however, the Buyers' work in drydock is still in progress when the Sellers have	143
completed the work which the Sellers are required to do, the additional docking time	144
needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event	145
that the Buyers' work requires such additional time, the Sellers may upon completion of the	146
Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock	147
and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether	148
the Vessel is in drydock or not and irrespective of Clause 5 b).	149
* Notes, if any, in the surveyor's report which are accepted by the Classification Society	150
without condition/recommendation are not to be taken into account.	151
** 6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,	152
alternative 6 a) to apply	153

7. Spares/bunkers, etc. (See Clause 18)	154
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on	155
Shore. The Sellers shall retain and arrange to remove all casino and entertainment equipment and furniture including, but not limited to, slot machines, slot floor UPS’s and transformers, table games, surveillance equipment, count equipment, security equipment, player tracking system equipment, dining tables, dining chairs, unused carpet, television and related accessories, ip telephone system, MTN telecommunication system (not used for navigation), cable television satellite system, computer equipment and related peripherals, and office equipment and furniture. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare	156
propeller(s)/propeller blade(s), if any, including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s) if any belonging to the Vessel as agreed and accepted by sellers and buyers	157
, whether on board or not shall become the Buyers’ property.	158
Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to	159
replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which	160
are taken out of spares and used as replacement prior to delivery, but the replaced items shall be the	161
property of the Buyers. The radio installation and navigational equipment shall be included in the sale	162
without extra payment if they are the property of the Vessel. Unused stores and provisions shall be	163
included in the sale and be taken over by the Buyers without extra payment.	164
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the	165
Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc,	166
exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's,	167
Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,	168
as well as the following additional items (including items on hire):	169

( NOT AFFECTING THE VESSEL’S LIGHT DISPLACEMENT TONNAGE)

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and	170
sealed drums at NO EXTRA COST to the BUYERS and pay the SELLERS’ LATEST PRICES CONFIRMED BY VOUCHERS current net market price (excluding barging expenses) at the port and date	171
of delivery of the Vessel.	172
Payment under this Clause shall be made at the same time and place and in the same currency as	173
the Purchase Price.	174

8. Documentation	175
The place of closing: MIAMI, U.S.A	176
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery	177
documents, namely:	178
a) Legal Bill of Sale DULY APOSTILLED (the country in which the Buyers	179
to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages	180
and maritime liens or any other debts or claims whatsoever, duly notarially attested and	181
legalized by the consul such country or other competent authority.	182
b)ORIGINAL TRIM AND STABILITY BOOK AUTHENTICATING THE LIGHT SHIP WEIGHT OF THE VESSEL DULY APPROVED BY IACS CLASS WHICH SCANNED COPY RECEIVED BY BUYERS.	183
	184
c) Current Certificate issued by the competent authorities stating that the Vessel is free from	185
Registered encumbrances, maritime liens, mortgages or any other debts or claims whatsoever.	186

(THIS CERTIFICATE TO BE DATED SAME DAY AS THE SELLERS TENDER TO THE BUYERS 3 DAYS DEFINITE NOTICE OF DELIVERY AND SENT TO THE BUYERS IN SCANNED COPY).	187
d) Certificate of Deletion of the Vessel from the Vessels registry or other official evidence of	188
deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the	189
registry does not as a matter of practice issue such documentation immediately, a written	190
undertaking by the Sellers to effect deletion from the Vessels registry forthwith and furnish a	191
Certificate or other official evidence of deletion to the Buyers promptly and latest within 4	192
(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.	193
e) Any such additional documents as may reasonably be required by the competent authorities	194
for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such	195
Documents as soon as possible after the date of this Agreement	196

LETTER OF INDEMNITY ISSUED BY THE SELLERS TO THE BUYERS UNDERTAKING FULL RESPONSIBILITY AND CONSEQUENCES OF ANY DEBTS, LOANS, ENCUMBRANCES, MARITIME AND OTHER LIENS AND LIABILITIES OF ANY NATURE WHATSOEVER INCURRED UP TO THE DATE AND TIME OF DELIVERY OF THE VESSEL AND INDEMNIFYING THE BUYERS OF THE CONSEQUENCES THEREOF.

G) COPY OF THE GENERAL POWER OF ATTORNEY ISSUED IN THE NAME OF THE PERSON SIGNING

THE BILL OF SALE ON BEHALF OF THE BUYERS.

H) PHOTOCOPY OF THE VESSEL’S CERTIFICATE OF REGISTRY AND ALL ORIGINAL TRADING

CERTIFICATES WHETHER VALID OR NOT TO BE HANDED OVER TO BUYERS.

I) COMMERCIAL INVOICE IN TRIPLICATE STATING THE PRICE OF THE VESSEL (AS STATED IN

CLAUSE 1 HERETO) AND INCLUDING THE DESCRIPTION OF THE VESSEL AS PER CLAUSE 18

HERETO.

‘’NON NEGOTIABLE’’ COPIES OF ALL THE SALE EXECUTED DOCUMENTS INCLUDING THE NON ENCUMBRANCE CERTIFICATE TO BE FAXED TO THE BUYERS AT LEAST THREE (3) DAYS PRIOR

TO THE ANTICIPATED DELIVERY DATE.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of	197
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the	198
Buyers.	199
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all	200
Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also	201
be handed over to the Buyers unless the Sellers are required to retain same, in which case the	202
Buyers to have the right to take copies. Other technical documentation which may	203
be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so	204
Request. The Sellers may keep the Vessels log books but the Buyers to have the right to take	205
Copies of same.	206

9. Encumbrances	207
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,	208
mortgages and maritime liens, or any other debts whatsoever. The Sellers hereby undertake	209
to indemnify the Buyers against all consequences of claims made against the Vessel which have	210
Been incurred prior to the time of delivery.	211

10. Taxes, etc.	212
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag	213
shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers'	214
register shall be for the Sellers' account.	215

11. Condition on delivery	216
The Vessel with everything belonging to her, shall be at the Sellers' risk and expense until she is	217
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be	218
delivered and taken over as she IS was at the time of inspection, fair wear and tear excepted ‘AS IS / WHERE IS’ however always safely afloat and substantially intact, free of hull leakages, free from damage/fire damage, free of arms and ammunition, charter free and free of cargo and her main engines, , safety equipment, navigational equipment and anchors in working condition WITH CLASS AS IS AND WITH CLASS/TRADING CERTIFICATES AS ON BOARD valid or not.. SEE CLAUSE 17 also	219
However, the Vessel shall be delivered with her class maintained without condition/recommendation*,	220
free of average damage affecting the Vessels class, and with her classification certificates and	221
national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and	222
unextended without condition/recommendation* by Class or the relevant authorities at the time of	223
delivery.	224
"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if	225
applicable, or the Buyers' inspection prior to the signing of this Agreement. If The Vessel is taken over	226
without inspection, thus the date of this Agreement shall be the relevant date.	227
* Notes, if any, in the surveyor's report which are accepted by the Classification Society	228
Without condition/recommendation are not to be taken into account.	229

12. Name / markings	230
Upon delivery the Buyers request to change the name of the Vessel to “Royale” and alter funnel markings	231

13. Buyers' default	232
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this	233
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses	234
incurred together with interest.	235
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to	236
cancel the Agreement, in which case the down payment shall be released to the	237
Sellers. If the down payment does not cover their loss, the Sellers shall be entitled to claim further	238
compensation for their losses and for all expenses incurred together with interest.	239

14. Sellers' default	240
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready	241
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have	242
the option of cancelling this Agreement provided always that the Sellers shall be granted a	243
Maximum of 3 banking days after Notice of Readiness has been given to make arrangements	244
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before	245
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not	246
Made physically ready again in every respect by the date stipulated in line 61 and new Notice of	247
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect	248
to cancel this Agreement the down payment together with interest earned shall be released to	249
Them immediately.	250
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready	251
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for	252
their loss and for all expenses together with interest if their failure is due to proven	253
negligence and whether or not the Buyers cancel this Agreement.	254

15. Buyers' representatives	255
After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers	256
Have the right to place FIVE representatives on board the Vessel INCLUDING ONE DECK OFFICER, THREE ENGINEERS AND ONE ELECTRICIAN, at their sole risk and expense. Upon	257
arrival at on or about	258
These representatives are on board for the purpose of familiarisation and in the capacity of	259
Observers only, and they shall not interfere in any respect with the operation of the Vessel. The Sellers shall provide an Engineer and a Seller’s representative, at Seller’s expense, to assist the Buyers representatives in the operation, prior to departure of the vessel from Freeport, of the main engines and the overhaul of the Deutz generators. The	260
Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkation.	261

16. Arbitration	262
a)* This Agreement shall be governed by and construed in accordance with English law and	263
Any dispute arising out of this Agreement shall be referred to arbitration in London	264
accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or	265
re-enactment thereof for the time being in force, one arbitrator being appointed by each	266
party. On the receipt by one party of the nomination in writing of the other party's arbitrator,	267
That party shall appoint their arbitrator within fourteen days, failing which the decision of the	268
single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree	269
they shall appoint an umpire whose decision shall be final	270

b)* This Agreement shall be governed by and construed in accordance with Title 9 of the	271
United States Code and the Law of the State of New York and should any dispute arise out of	272
This Agreement, the matter in dispute shall be referred to three persons at New York, one to	273
Be appointed by each of the parties hereto, and the third by the two so chosen; their	274
decision or that of any two of them shall be final, and for purpose of enforcing any award, this	275
Agreement may be made a rule of the Court.	276
The proceedings shall be conducted in accordance with the rules of the Society of Maritime	277
Arbitrators, Inc. New York.	278

c)* Any dispute arising out of this Agreement shall be referred to arbitration at	279
subject to the procedures applicable there.	280
The laws of shall govern this Agreement.	281

* 16 a), 16 b) and 16 c) are altematives; delete whichever is not applicable. In the absence of	282
deletions, altemative 16 a) to apply.	283

Clause 17.

The vessel is purchased without inspection and the Buyers have fully accepted the condition of the vessel – therefore the sale is outright and definite. The Sellers have agreed to ensure all parts required for the 2 x Deutz BA16M 816C shall be placed on board though the generators are completely dismantled. But all parts required to make the generators intact shall be available prior to physical delivery of the vessel.. The familiarisation team of the buyers shall be allowed to check the parts and commence fixing the generators at the sole risk of the buyers.

Clause 18. Vessels description :

Name of Vessel	Casino Royale
Previous Names	Ex Fortune Star; ex St Tropez; ex Manistal; ex Talisman; ex Enchanted Sun; ex Sofia; ex Emerald Empress; ex Tropic Star II; ex Pride of San Diego; ex Scandinavian Saga; ex Stena Arcadia; ex Castalia
Port of Registry	Panama, R.P.
Official Number	715221
IMO Number	7350442
MMSI	308309000
Builder/Year	1975 Knossoura Dockyard, Salamis, Greece
LOA	132.10 M
LBP	114.00 M
Beam	19.80 M
Depth	11.96 M
Draft	5.21 M
Freeboard	2.112 M
Gross Tonnage	9,511 T (69) – 5,259 T
Net Tonnage	3,479 T (69) – 2,752 T
Displacement	7,159.9 T
Deadweight	1,979.2 T
Light Ship	5,201.3.T
Watertight Compartments	13
Continuous Decks	2
Propulsion Machinery	Two (2) MaK 8 Mu 551 AK
Horsepower	7,200 BHP @ 600 RPM – 5,882 kW @ 600 RPM
Auxiliary Machinery	Two (2) Deutz BA 16M 816 C @ 860 kW One (1) Deutz F6M716 @ 101.5 kW @ 1500 RPM
Total Electrical Power	1,720 kW + 102 kW emergency
Voltages	400/231 50 kHz 0.08 cos phi
Auxiliary Boilers	One (1) Smoke Tube Boiler
Propellers	Two (2) Schraffran Propeller Lehne & Company
Bow Thruster	KAMEWA 16550D AS-CD 596 kW
Anchors	Three (3) Stockless High Holding
Stabilizers	Sperry Vickers Gyrofin

Clause 19.

No sea or dock trials shall be performed and no crew of the Buyers, apart from the five representatives mentioned in Clause 15, shall be allowed on board before the purchase price is paid in full and the receipt has been confirmed by the Buyer’s’ bank.

Clause 20.

The sale is to be kept strictly private and confidential, except that the Seller may disclose the details of the sale for purpose of compliance with rules and regulations under applicable United States federal and state law including securities law., - The M.O.A. is made out in two originals one for the Sellers and one for the Buyers.

Clause 21.

Buyer, and any subsequent purchaser to which the Buyer may sell the Vessel to, agree that they will not operate, or seek to operate, the Vessel in North America, South America, Hong Kong, or Taiwan or such jurisdictions teritorial waters.

FOR THE SELLERS	FOR THE BUYERS

Bradley T. Prader	Rajesh Kumar Anand
President & Director

EX-99.1 7 ibii8k20100416ex99-1.htm PRESS RELEASE ISSUED APRIL 22, 2010 ibii8k20100416ex99-1.htm

EXHIBIT 99.1

Island Breeze International, Inc. Enters Into Joint Venture and Investment Agreement

BELLMAWR, NJ--(April 22, 2010) - Island Breeze International, Inc. (OTCBB: IBII), an entertainment cruise development company, announced that it has entered into a joint venture and investment agreement with a private investment group.

Under the terms of the joint venture and investment agreement, Island Breeze International will form a new subsidiary for the purpose of acquiring an existing overnight cruise vessel to operate in East Asia. Further, the investor has committed to make a $600,000 equity investment in the Company and lend up to an additional $14,400,000 million to a subsidiary which IBII will organize to facilitate the vessel acquisition and subsequent operations.

Commenting on the joint venture and investment agreement, Bradley T. Prader, the President and CEO of Island Breeze International, stated, "We are pleased to announce the formation of this new joint venture and the related financing. This joint venture will provide the company with the additional financial resources in order to implement its strategy. This agreement is a major milestone towards our goal of establishing the Company’s initial operations in East Asia.”

The Company also announced that it has entered into a definitive agreement, subject to certain contingencies, to sell the mv Casino Royale, one of two vessels it currently owns. Concerning the sale of this vessel, Bradley T. Prader further commented, “Not only will the sale of the Casino Royale greatly reduce our overall overhead costs, but it also is a major step in implementing our plan of investing in overnight cruise assets that are better suited to operate in the East Asian market as a result of longer anticipated cruise durations.”

For more specific information please refer to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2010.

ABOUT ISLAND BREEZE INTERNATIONAL, INC.

Island Breeze International, Inc. (OTCBB: IBII) is focused on developing and operating entertainment cruise projects. Island Breeze International is currently evaluating port locations in East Asia for the establishment of its initial operations. Island Breeze International's corporate website is www.IslandBreezeInternational.com.

FORWARD LOOKING STATEMENTS

The information contained in this news release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to product development, marketing, market acceptance, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contact:

Island Breeze International, Inc.

Bradley T. Prader

President & CEO

Steven G. Weismann

CFO

Phone: +1-856-931-1505

Email: info@IslandBreezeInternational.com

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