X0303 4 2009-11-06 0 0001297203 HS3 TECHNOLOGIES INC. HSTH 0001430396 MORRISON ROBERT A SUITE 600, 1800 BOULDER STREET DENVER CO 80211 0 1 0 0 President Common Shares 2009-12-02 4 C 0 8469169 0.05 A 11846282 D Convertible Note 0.05 2009-11-24 4 C 0 8469169 0.05 D 2009-11-24 Common 8469169 0 D Convertible Note 0.05 2009-11-24 4 J 0 1460000 0.05 A 2009-11-24 Common 1460000 1460000 D The Convertible Note was issued pursuant to loans in the amount of $174,000 provided to the Issuer during 2008. The loans are payable on demand at 15% per year or $0.12 per share. Expiry on demand. On November 6, 2009, the Issuer and Mr. Morrison entered into a debt settlement and subscription agreement wherein Mr. Morrison agreed to subscribe for 8,469,169shares of common stock of the Issuer at a purchase price of $0.05 per share, or $423,458. In lieu of a cash payment to the Issuer, the shares of common stock were issued to Mr. Morrison as payment of an outstanding debt owed to Mr. Morrison in the amount of $496,458 and a new subordinated note was issued in the amount of $73,000, the balance remaining under the original subordinated note. /s/ Robert A. Morrison 2010-01-07