SHAREEXCHANGE

THIS PLAN AND AGREEMENT OF MERGER (hereinafter called the “Agreement”), dated as of March 27, 2009, is between Aquablue Spring Water International, Inc., a Canadian corporation (“TARGET”), and Aquablue International, Inc., a Nevada corporation (“AQUA”).

WHEREAS, on the date hereof AQUA is a corporation duly organized and existing under the laws of the State of Nevada, having authorized capital stock of 360,000,000 shares, 350,000,000 of which are classified and designated as common stock, $0.0001 par value, (“AQUA Common Stock”) . 10,000,000 of the 360,000,000 authorized, shall be classified and designated as Series A Preferred Stock, $0.0001 par value, and shall have conversion and voting rights equal to a ratio of 1:1,000, meaning every one (1) share of Series A Preferred Stock shall be entitled to convert into 1,000 shares of common stock of the Company (the “AQUA Series A Preferred Stock”); and

WHEREAS, TARGET is a corporation duly organized and existing under the laws of Canada, currently having authorized capital stock of 100 shares of authorized common stock, par value $.0001 (the “TARGET Common Stock”); and

WHEREAS, there is 100,000 shares of AQUA (“AQUA ISSUED Common Stock”) issued and outstanding and such shares constitute all of the issued and outstanding capital stock of AQUA; and

WHEREAS, the directors of AQUA and TARGET have determined it advisable and in the best interest of each company that the TARGET shares be exchanged with the shares of AQUA and upon the terms and subject to the conditions of this Agreement; and

WHEREAS, the directors of AQUA and TARGET have unanimously approved this Agreement by written consent to action in lieu of a meeting and a majority of the shareholders of AQUA and TARGET have approved this Agreement by written consent to action in lieu of a meeting in accordance with the statutes of the state of Nevada and the BVI.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, AQUA and TARGET hereby agree as follows:

1.           Share Exchange.  Upon the terms and subject to the conditions set forth in this Agreement, TARGET shall exchange shares with shares in AQUA (the “Share Exchange”).  The Share Exchange shall become effective upon the date of execution of this Agreement or a mutually agreeable date agreed upon by the parties (the “Effective Time” or the “Effective Date”).

2.           Succession; Officers and Directors.  The directors of TARGET immediately prior to the Effective Time shall be the directors of AQUA, each to hold office in accordance with the Certificate of Incorporation and Bylaws of AQUA until their resignation or their respective successors are duly elected or appointed and qualified.  The employees and agents of TARGET shall become the employees and agents of AQUA entitled to the same rights and benefits which they enjoyed as employees and agents of TARGET.

3.           Further Assurances.  From time to time, as and when required by AQUA, or by its successors and assigns, there shall be executed and delivered on behalf of AQUA such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate or necessary in order to vest, perfect or confirm, of record or otherwise, in AQUA the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of TARGET, and otherwise to carry out the purposes of this Agreement, and the officers and directors of AQUA are fully authorized in the name and on behalf of AQUA or otherwise, to take any and all such action and to execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement or of the merger herein provided for.

4.           Share Exchange.

a.           On the Closing Date, subject to, and consistent with, the provisions of this Agreement, the following shall be done simultaneously: (1) AQUA shall issue one hundred twenty-four million nine hundred thousand (124,900,000) shares of AQUA Common Stock and 100,000 Series A Preferred Shares (“Exchange Shares”) to TARGET in exchange for 100% of TARGET; and (2) AQUA shall declare a 2 for 1 forward-split of the common stock sometime after the merger is complete. After the Exchange AQUA shall have approximately one hundred twenty-five million (125,000,000) common shares issued and outstanding, fully paid and non-assessable and 100,000 Series A Preferred Shares issued and outstanding, fully paid and non-assessable. AQUA shall own one hundred (100%) percent of TARGET, and TARGET shall thereby become a wholly-owned subsidiary of AQUA.

b.           Exhibit A attached hereto sets forth the name of each holder of TARGET Common Stock and TARGET Preferred Stock.

c.           Manuel Da Silva, Daniel Villeneuve and Robert Huppe shall, from and after the Effective Time, be the officers and directors, respectively, of AQUA until their successors shall have been duly elected or appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of AQUA; and

6.           Amendment.  Subject to the applicable law, this Agreement may be amended, modified or supplemented by written agreement of the parties at any time prior to the Effective Date.

7.           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and the same agreement. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original.

IN WITNESS WHEREOF, the undersigned Presidents, with the attestations of a Witness, of the respective constituent corporations, duly authorized hereunto, have executed this Agreement as of the date first above written.

By:

CEO & Chairman

By:

Sole Officer & Director