0001062993-06-001891 Sample Contracts

AGREEMENT TO AMEND SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia

THIS AGREEMENT (“Agreement”) is made this 12th day of May, 2006, by and between CLEARLY CANADIAN BEVERAGE CORPORATION (the "Company"), a British Columbia corporation with an address at 2267 West 10th Avenue, Vancouver, British Columbia, V6K 2J1 and BG CAPITAL GROUP LTD. (the “BG Capital”), a Bahamian corporation with an address at Slot #2000 A.P. 59223, Nassau, The Bahamas

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Contract
Private Placement Subscription Agreement • June 30th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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