0001104659-05-028582 Sample Contracts

PREFERRED SHARE PURCHASE AGREEMENT
Preferred Share Purchase Agreement • June 16th, 2005 • BG Capital Group, Ltd. • Bottled & canned soft drinks & carbonated waters • British Columbia

This Preferred Share Purchase Agreement (this “Agreement”) is dated for reference March 28, 2005 by and between Clearly Canadian Beverage Corporation, a British Columbia company (the “Corporation”) and BG Capital Group Ltd., a Bahamas corporation (“Holder”). The Corporation and Holder are collectively referred to herein as the “parties” and each a “party.”

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LOAN AGREEMENT
Loan Agreement • June 16th, 2005 • BG Capital Group, Ltd. • Bottled & canned soft drinks & carbonated waters • British Columbia

WHEREAS the Borrower has requested that the Lender establish the loan facilities described herein, the proceeds of which will be utilized by the Borrower for the purposes set forth herein.

AGREEMENT OF JOINT FILING
Agreement of Joint Filing • June 16th, 2005 • BG Capital Group, Ltd. • Bottled & canned soft drinks & carbonated waters

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement.

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