Preferred Share Purchase Agreement (2005)Full Document 

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     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."

     NOW,  THEREFORE,  in  consideration  of the above and the  mutual  promises
hereinafter set forth, the parties hereto agree as follows:


In this Agreement:

          (a)  "2005  Budgeted  Targets"  means  the  budgeted  targets  of  the
Corporation's  performance  as set out in  Schedule  A  attached  hereto,  which
budgeted  targets  are  based  in part  on the  2005  Pro  Forma  Budget  of the
Corporation set out in Schedule B attached hereto;

          (b)  "Affiliate"  has the  meaning  set forth in Rule 12b-2  under the
Exchange Act of 1934, as amended (the "Exchange Act");

          (c) "BG Facility"  means the One Million Dollar  ($1,000,000.00)  loan
from Holder to the Corporation pursuant to the terms of a loan agreement between
Holder and the Corporation dated February 9, 2005 (the "BG Loan Agreement");

          (d) "Blue  Mountain"  means Blue  Mountain  Springs  Ltd.,  an Ontario
corporation, wholly-owned by the Corporation;

          (e) "Business Day" means a day which is not a Saturday,  Sunday or any
statutory holiday in the Province of British Columbia;

          (f) "CAPCO  Facility"  means the One  Million  Dollar  ($1,000,000.00)
operating line of credit  established by CAPCO Financial  Company, a division of
Greater Bay Bank N.A  ("CAPCO")  in favour of CCB (US),  as amended from time to
time, together with all security granted thereunder;

          (g)  "CCB(US)"  means CC Beverage  (U.S.)  Corporation,  a  Washington
corporation wholly-owned by the Corporation;

          (h)  "Collingwood  Property" means the land located in the Township of
Osprey,  in the County of Grey,  owned by Blue  Mountain,  as more  particularly
described in Schedule C hereto;

          (i) "Collingwood  Property  Mortgages" means the first charge security
mortgage in the principal  amount of Eight  Hundred  Thousand  Canadian  Dollars
($800,000.00  CDN) registered  against the Collingwood  Property in the names of
Jeanette  McGrath and Shari-Anne  Dudart-McGrath  and the second charge security
mortgage in the principal amount of One Million Canadian Dollars ($1,000,000.00


CDN)  registered  against  the  Collingwood  Property  in the name of  Global as
security for the Global Facility;

          (j) "Common Shares" means the  Corporation's  common shares after such
shares have been  consolidated on a ten (10) for one (1) share basis pursuant to
the Shareholder Approval;

          (k)  "Convertible  Debentures"  means  the  Six  Hundred  and  Seventy
Thousand  Canadian  Dollars   ($670,000.00  CDN)  principal  amount  of  secured
convertible  debentures  issued by the  Corporation  pursuant to the Convertible
Debenture Trust Indenture;

          (l) "Convertible  Debenture Trust Indenture" means the trust indenture
dated  December  2, 2002 as  amended by a  supplemental  trust  indenture  dated
December 1, 2003 between the  Corporation  and Pacific  Corporate Trust Company,
under which the Corporation has issued the Convertible  Debentures and granted a
security interest in all of its present and after-acquired personal property;

          (m)  "Criterion   Contract"  means  the  consulting  contract  between
Criterion  Capital  Corporation  ("Criterion"),  a British Columbia  corporation
wholly-owned  by Douglas  Mason and the  Corporation  dated  March 1,  2002,  as

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