0001173473-07-000105 Sample Contracts

COMMON STOCK SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 27th, 2007 • PNG Ventures Inc • Blank checks • California

THIS COMMON STOCK SHARE EXCHANGE AGREEMENT (the "Agreement"), made and entered into on August 20, 2007 (the “Effective Date”), by and among (i) BuglessBeds.com, Inc., a Nevada corporation, with its principal place of business located at 3202 Fondren Road, Houston, Texas 77063 (“BuglessBeds”) and (ii) PNG Ventures, Inc., a Nevada corporation, with its principal place of business located at 2038 Corte del Nogal, Suite 110, Carlsbad, California 92011 (“PNGX”) For purposes of this Agreement, BuglessBeds and PNGX shall be referred to herein individually, as a "Party," and collectively as "Parties."

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FIRST AMENDED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 27th, 2007 • PNG Ventures Inc • Blank checks

THIS FIRST AMENDED CONVERTIBLE PROMISSORY NOTE (the “Amended Note”), is effective as of August 17, 2007, between Firle Trading, S.A., (the “Noteholder”) and PNG Ventures, Inc., a Nevada corporation (the "Company").

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