Preferred Share Purchase Agreement (2005)Full Document 

Start of Preview
                       PREFERRED SHARE PURCHASE AGREEMENT

     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:

1.   DEFINITIONS

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


<PAGE>


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

End of Preview