1.  

DEFINITIONS; INTERPRETATION

(a)

“Agreement” and “this Agreement” means this loan agreement and all schedules hereto as the same may be amended, modified, replaced or restated from time to time;

(b)

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, clearance, licence or similar authorization of any Governmental Entity having jurisdiction over the Person;

(c)

“Borrower” means MarilynJean Media Inc. and its respective successors and permitted assigns, whether immediate or derivative;

(d)

“Borrower’s Indebtedness” means all present and future indebtedness and liability, direct and indirect, of the Borrower to the Lender arising under and pursuant to this Agreement and the other Security Documents (including, without limitation, the principal amount outstanding under the Loan, all unpaid accrued interest thereon, and all fees and costs and expenses then payable in connection therewith, at any point in time );

(e)

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Vancouver, British Columbia or St. Georges, Quebec are not required to be open for business;

(f)

“Change in Control” means any change in the beneficial ownership of a majority of the issued shares in the capital of the Borrower or any change in a majority of the directors of the Borrower;

(g)

“Contract” means any agreement, contract, licence, undertaking, engagement or commitment of any nature, written or oral;

(h)

“Event of Default” means any of the events specified in Section 8;

(i)

“General Security Agreement” means the General Security Agreement of even date herewith between the Borrower and the Lender pursuant to which the Borrower will agree to grant the Lender security over all of the present and after-acquired property of the Borrower;

(j)

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

(k)

“Lender” means Future Energy, Corp. and its successors and assigns, whether immediate or derivative;

(l)

“Lien” means, with respect to any Person, any mortgage, lien, pledge, hypothecation, charge, security interest (including, without limitation, an assignment, notice or security interest filed pursuant to the Bank Act (Canada)) or other encumbrance, or any interest or title of any vendor, lessor, or lender to, or other secured party of, such Person under any conditional sale or other title retention agreement, upon or with respect to any property, asset or undertaking of such Person, including any agreement to create any of the foregoing;

(m)

“Laws” means applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, statutory rules, principles of common and civil law and equity,  terms and conditions of any grant of approval, permission, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international; (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, authority, licence, decrees and awards of any Governmental Entity; and (iii) policies, practices and guidelines of any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities, in each case as such Laws may be amended from time to time;

(n)

“Loan” means the loan in the principal amount of US$50,000.00 to be provided in connection with the closing of this Agreement, which the Lender will make or cause to be made to the Borrower pursuant to this Agreement, and such other amounts as may be provided by the Lender to the Borrower, in the sole discretion of the Lender, at the request of the Borrower;

(o)

“Material Adverse Effect” means any effect that when considered either individually or in the aggregate (i) is materially adverse or is reasonably likely to be materially adverse to the properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), business, affairs, condition (financial or otherwise), operations, results of operations or prospects of the Borrower taken as a whole; or (ii) will, or would reasonably be expected to, prevent or materially impair the ability of the parties to consummate the transactions contemplated hereby;

(p)

“material” in respect of the Borrower means material in relation to the properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), business, affairs, condition (financial or otherwise), operations, results of operations or prospects of the Borrower;

(q)

“Maturity Date” means August 17, 2013, unless sooner determined due to the occurrence of an Event of Default;

(r)

“Permitted Liens” means:

(i)

the Security Documents to be executed by the Borrower in favour of the Lender pursuant to this Agreement,

(ii)

Liens in favour of other Persons which have been approved by the Lender in writing in its sole and absolute discretion; and

(iii)

Liens in favour of TD Canada Trust approved by the Borrower in favour of TD Canada Trust.

(s)

“Person” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof; and

(t)

“Security Documents” means, collectively, this Agreement, the General Security Agreement and all other agreements, deeds, mortgages and other instruments delivered to the Lenders by the Borrower or any other Person from time to time in connection with this Agreement or for the purpose of establishing, perfecting, preserving or protecting any security held by the Lenders in respect of the Borrower’s Indebtedness.

2.  

LOAN

3.  

INTEREST

4.  

PREPAYMENT

5.  

SECURITY

6.  

REPRESENTATIONS AND WARRANTIES

(a)  

it is duly incorporated, organized and validly existing under the Laws of Canada and has the requisite corporate power and authority to carry on business, own property or interests therein, borrow and lend money, grant security, make, keep, observe and perform representations, warranties, covenants and agreements and enter into and perform its obligations under this Agreement and the other Security Documents;

(b)  

there is no claim, grievance, action, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against or relating to the Borrower or affecting any of its properties or assets before any Governmental Entity that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect.  To the knowledge of the Borrower, it is not subject to any outstanding order, writ, injunction or decree that has had or is reasonably likely to result in a Material Adverse Effect;

(c)  

each of this Agreement and the other Security Documents has been duly executed and delivered by the Borrower, and each constitutes a legal, valid and binding agreement of the Borrower, enforceable against it in accordance with its terms;

(d)  

there is no requirement to obtain any consent, approval or waiver of a party under any Contract or other instrument that the Borrower is a party to, to the completion of the transactions contemplated by this Agreement or any other Security Document;

(e)  

no filing with, notice to, or Authorization of, any Governmental Entity is required on the part of the Borrower as a condition to the lawful completion of the transactions contemplated by this Agreement or the other Security Documents; and

(f)  

the execution and delivery of, and performance by, the Borrower of this Agreement and the other Security Documents:

(i)  

does not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of its constating documents or articles,

(ii)  

does not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of any Contract or other instrument to which the Borrower is a party or pursuant to which any of its assets or property may be affected, and

(iii)  

does not and will not result in the violation of any Law, except where such violation would not reasonably be expected to result in a Material Adverse Effect on the Borrower.

7.  

COVENANTS

(a)  

comply with all Laws applicable to it or any of its property, business, assets or undertakings;

(b)  

preserve and maintain its corporate existence and all its rights, licences, powers, privileges, franchises and goodwill;

(c)  

promptly give the Lender notice in writing of all pending litigation and all proceedings before any Governmental Entity affecting it, except those which, if adversely determined, would not have a Material Adverse Effect on its financial condition or business;

(d)  

comply in all material respects with the requirements of all applicable Laws;

(e)  

advise the Lender immediately upon becoming aware of any Event of Default and deliver to the Lender upon request a certificate in form and substance satisfactory to the Lender signed by a senior officer certifying that to the best of his knowledge no Event of Default has occurred or, if such is not the case, specifying all Events of Default and their nature and status; and

(f)  

promptly cure or cause to be cured any defects in the execution and delivery of this Agreement or the other Security Documents or any defects in the validity or enforceability of this Agreement or the other Security Documents and, at its expense, execute and deliver or cause to be executed and delivered, all such agreements, instruments and other documents as the Lender may reasonably consider necessary or desirable to protect or otherwise perfect its security interest.

(a)  

create, incur, grant, assume or suffer to exist any mortgages, charges or security interests over any assets or securities of the Borrower, other than Permitted Liens;

(b)  

sell, option, transfer, assign or otherwise dispose of any assets or securities of the Borrower, other than in the ordinary course of business of the Borrower;

(c)  

enter into any reorganization, consolidation, amalgamation, arrangement, winding-up, merger or other similar transaction or any right, option or privilege convertible into shares in the capital of the Borrower;

(d)  

incur any further indebtedness of either a direct or indirect nature to any Persons other than the Lender, other than in the due course of business;

(e)  

make any advances or loans to, or any investment in, or provide any guarantees on behalf of, any Person; or

(f)  

(i) declare, make, pay or commit to any form of distribution or reduction of the profits of the Borrower or of its capital, including any dividend (including stock dividends) or other distribution on any present or future shares; or (ii) purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor.

8.  

EVENTS OF DEFAULT

(a)  

if the Borrower fails to pay any payment of principal, interest, or other money payable by it under this Agreement or under any of the other Security Documents when the same becomes due hereunder or thereunder, or if the Borrower otherwise defaults in the observance or performance of something required to be done or some covenant or condition required to be observed or performed under this Agreement or under any of the other Security Documents, and such failure or default remains unremedied for five (5) Business Days;

(b)  

if any representation or warranty made or deemed to be made by the Borrower in this Agreement, in any other Security Document or in any certificate, statement or report furnished in connection therewith is found to be false or incorrect in any way so as to make it materially misleading when made or deemed to be made;

(c)  

if the Borrower (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving or affecting its creditors, or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs, or (iv) takes any corporate action to authorize any of the above actions;

(d)  

if the Borrower permits any sum which has been admitted as due by it, or is not disputed to be due by it, and which forms or is capable of being made a charge upon any of its property, assets and undertakings in priority to any charge created by this Agreement or any of the other Security Documents, to remain unpaid for thirty (30) days after proceedings have been taken to enforce the same;

(e)  

if the holder (other than the Lender) of any Lien against the property, assets and undertakings of the Borrower does anything to enforce or realize on such Lien,

(f)  

and if, in the reasonable opinion of the Lender, such enforcement or realization would have a Material Adverse Effect on the security for the Borrower’s Indebtedness or on the Borrower’s ability to repay the Borrower’s Indebtedness;

(g)  

if any execution, sequestration or any other process of any kind is levied upon or enforced against any of the property, assets or undertakings of the Borrower, unless such process is disputed in good faith and, in the reasonable opinion of the Lender, does not jeopardize or impair the security constituted by this Agreement or any of the other Security Documents in any material way;

(h)  

if a distress or analogous process is levied upon the any of the property, assets or undertakings of the Borrower or any part thereof, unless the process is disputed in good faith and adequate security is given to pay the amount claimed in full;

(i)  

if, without the prior written consent of the Lender, the Borrower disposes, pledges, mortgages, charges, or otherwise encumbers any of the securities or assets of the Borrower to any Person other than the Lender;

(j)  

if there is any Event of Default as that term is defined in the General Security Agreement.

9.  

REMEDIES

10.  

INDEMNIFICATION

11.  

NOTICE

12.  

MISCELLANEOUS

(a)  

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).  No waiver will be binding unless

(b)  

executed in writing by the party to be bound by the waiver.  A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.

(c)  

If a party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.