Ceres Ventures, Inc. Watch

from 8-K 9 pages Neither This Security Nor the Securities for Which This Security Is Exercisable Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The “Securities Act”), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicable State Securities Laws as Evidenced by a Legal Opinion of Counsel to the Transferor to Such Effect, the Substance of Which Shall Be Reasonably Acceptable to the Company. This Security and the Securities Issuable Upon Exercise of This Security May Be Pledged in Connection With a Bona Fide Margin Account or Other Loan Secured by Such Securities. Common Stock Purchase Warrant Ceres Ventures, Inc

from 8-K 12 pages Whereas, the Parties Entered Into a Share Exchange Agreement Dated October 22, 2010 (The “Sea”) Pursuant to Which the Company, Subject to the Satisfaction of Certain Conditions, Was to Acquire All of the Issued and Outstanding Shares of Standard Gold in Exchange for 607,539,940 Shares of Its Common Stock (The “Sgc Acquisition”); and Whereas, the Company and Standard Gold Entered Into a Bridge Loan Agreement Dated August 25, 2010 Pursuant to Which the Company Loaned Standard Gold $30,000 (The “Loan”); and Whereas, the Loan Is Evidenced by a Promissory Note Dated August 25, 2010, Which Was Issued and Delivered by Standard Gold to the Company (The “Promissory Note”); and Whereas, the Parties Now Wish to Terminate the Sea and the Other Transaction Documents (As Defined Below) and Enter Into a Mutual Release of All Claims Arising Out of or Otherwise Related Thereto, on the Terms and Subject to the Conditions of This Agreement; Now, Therefore, in Consideration of the Foregoing Premises, the Representations, Warranties and Covenants Set Forth Below, and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereby Agree as Follows: 1. Certain Definitions. (A) as Used Herein, the Following Terms Shall Mean: “Affiliate” Means With Respect to Any Person, Any Other Persons Directly or Indirectly Controlling, Controlled by or Under Common Control With, Such Person as of the Date on Which, or at Any Time During the Period for Which, the Determination of Affiliation Is Being Made

from 10-Q 11 pages Bridge Loan Agreement Dated as of August 25, 2010 by and Between Standard Gold Corp., a Nevada Corporation ("Borrower"), and Phytomedical Technologies, Inc ("Pyto")