Filed by sedaredgar.com - Royalite Petroleum Company Inc. - Exhibit 10.1






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is dated for reference as of the 5th day
of June, 2008. 

AMONG: 


  
    
      ROYALITE PETROLEUM COMPANY INC., a company
        duly formed under the laws of Nevada, with its principal office at 2580
        Anthem Village Drive, Suite 112, Henderson, NV 89052 

      (hereinafter called the "Vendor") 

    

  



OF THE FIRST PART 

AND: 


  
    
      MARKTECH ACQUISITION CORP., a corporation
        duly formed under the laws of British Columbia with its principal office
        at 3045 Quennell Road, PO Box 13, Nanaimo, BC V9X 1K5 

      (hereinafter called the "Purchaser") 

    

  



OF THE SECOND PART 

AND: 


  
    
      WORLDBID INTERNATIONAL INC., a company
        duly continued under the laws of Nevada with its principal office at Suite
        201, 801 Peace Portal Drive, Blaine, WA 98230 

      (hereinafter called the "Company") 

    

  



OF THE THIRD PART 

WHEREAS: 

A.                   The
Purchaser has offered to purchase the Company Shares (as defined herein), and
the Vendor has agreed to sell to the Purchaser the Company Shares held by the
Vendor on the terms and conditions set forth herein; and 

B.                   In
order to record the terms and conditions of the agreement among them the parties
wish to enter into this Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the foregoing and of the sum of $1.00 paid by the Purchaser to
the Vendor and to the Company, the receipt of which is hereby acknowledged, the
parties hereto agree each with the other as follows: 




1.         
INTERPRETATION 

1.1                   Where
used herein or in any amendments or Schedules hereto, the following terms shall
have the following meanings: 

	 	(a) 	
      "Business" means the business in which the Company is
      engaged, namely:

	 	 	 	 
	 		(i) 	
      the operation of an international business-to-business
      and government- to-business facilitation service; and

	 	 	 	 
	 		(ii) 	
      any other enterprise that is directly related to the
      foregoing.

	 	 	 	 
	 	(b) 	
      "Closing" means the closing of the transactions
      contemplated in this Agreement.

	 	 	 	 
	 	(c) 	
      "Closing Date" means June 30, 2008 or such other date as
      may be mutually agreed upon by the parties.

	 	 	 	 
	 	(d) 	
      "Company Shares" means the 6,004,408 shares of the
      Company legally and beneficially owned by the
Vendor.



1.2                   All
dollar amounts referred to in this Agreement are in United States funds, unless
expressly stated otherwise.

2.          PURCHASE
AND PURCHASE PRICE 

2.1                  
The Vendor hereby covenants and agrees to sell, assign and transfer to the
Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor,
the Company Shares. 

2.2                  
The purchase price payable by the Purchaser to the Vendor for the Company Shares
shall be $50,000 (the “Purchase Price”). The Purchase Price shall be paid and
satisfied as follows: 

	 	(a) 	
      $25,000 on the Closing Date; and

	 	 	 
	 	(b) 	
      $25,000 thirty (30) days from the Closing Date, which
      shall be evidenced by the issuance of a promissory note issued in favour
      of the Vendor.



2.3                  
As additional consideration for the Purchaser acquiring the Company Shares, the
Vendor shall transfer to the Purchaser all property and assets used by the
Vendor in connection with the Business including, but not limited to, its
interest in any bank accounts which are used in the name of the Vendor, and any
security deposits or balances therein, used in connection with the Business.


2.4                  
Upon Closing, the Vendor shall assign to the Purchaser all of its right, title
and interest in and to the intercompany loan between the Vendor and the Company.





2.5                   Upon
Closing, the Purchaser shall assume all liabilities of the Vendor in connection
with the Business that are not held in the name of the Company including, but
not limited to, the liabilities set out in Schedule 2.5. 

2.6                   The
Purchaser shall indemnify and save harmless the Vendor from and against all
liabilities, damages, costs and obligations which may be suffered by the Vendor
arising out of the liabilities of the Company and the liabilities assumed under
Section 2.5 of this Agreement. 

3.          COVENANTS,
REPRESENTATIONS AND
WARRANTIES 
              OF
THE VENDOR AND THE COMPANY 

                       The
Vendor and the Company jointly and severally covenant with and acknowledge,
represent and warrant to the Purchaser as follows, and acknowledge that the
Purchaser is relying upon such covenants, acknowledgements, representations and
warranties in connection with the purchase by the Purchaser of the Company
Shares: 

3.1                   The
Vendor has been duly incorporated and organized, is a validly existing
corporation and is in good standing under the laws of Nevada; it has the
corporate power to own or lease its property and to carry on its business; it is
duly qualified as a corporation to do business and is in good standing with
respect thereto in each jurisdiction in which the nature of the Business or the
property owned or leased by it makes such qualification necessary; and it has
all necessary. 

3.2                   The
Company has been duly incorporated and organized, is a validly existing
corporation and is in good standing under the laws of Nevada; it has the
corporate power to own or lease its property and to carry on the Business; it is
duly qualified as a corporation to do business and is in good standing with
respect thereto in each jurisdiction in which the nature of the Business or the
property owned or leased by it makes such qualification necessary; and it has
all necessary licenses, permits, authorizations and consents to operate its
Business in accordance with the terms of its business plan. 

3.3                  
The Vendor is the legal, beneficial and recorded owner of the Company Shares,
and has good and marketable title thereto, free and clear of all mortgages,
liens, charges. 

3.4                  
This Agreement has been duly authorized, validly executed and delivered by the
Company and the Vendor. 

3.5                  
The books and records of the Company fairly and correctly set out and disclose
in all material respects, in accordance with generally accepted accounting
principles, the financial position of the Company as at the date hereof, and all
material financial transactions of the Company relating to the Business have
been accurately recorded in such books and records. 

4.          COVENANTS,
REPRESENTATIONS AND
WARRANTIES

                OF
  THE PURCHASER

                       The
Purchaser covenants with and represents and warrants to the Vendor and the
Company as follows and acknowledge that the Vendor are relying upon such
covenants, representations and warranties in entering into this Agreement: 




4.1                   The
Purchaser has been duly incorporated and organized and is validly subsisting
under the laws of the Province of British Columbia; it has the corporate power
to own or lease its properties and to carry on its business as now being
conducted by it; and it is duly qualified as a corporation to do business and is
in good standing with respect thereto in each jurisdiction in which the nature
of its business or the property owned or leased by it makes such qualification
necessary. 

4.2                   The
entering into of this Agreement and the consummation of the transactions
contemplated hereby will not result in the violation of any of the terms and
provisions of the constating documents or bylaws of the Purchaser or of any
indenture, instrument or agreement, written or oral, to which the Purchaser may
be a party. 

4.3                  
This Agreement has been duly authorized, validly executed and delivered by the
Purchaser. 

4.4                   The
Promissory Note has been duly executed by the Purchaser and is enforceable
against the Purchaser in accordance with its terms. 

5.          CONDITIONS
OF CLOSING 

5.1                   All
obligations of the Purchaser under this Agreement are subject to the fulfilment,
at or prior to the Closing Date, of the following conditions: 

	 	(a) 	
      the representations and warranties of the Vendor and the
      Company shall be true as of the date hereof and as of the Closing Date;
      and

	 	 	 
	 	(b) 	
      the Vendor and the Company shall have complied with all
      of its obligations hereunder; and



The foregoing conditions precedent are inserted for the benefit
of the Purchaser and may be waived in whole or in part by the Purchaser at any
time prior to Closing by delivering to the Vendor and the Company written notice
to that effect. 

5.2                   All
obligations of the Vendor and the Company under this Agreement are subject to
the fulfilment, at or prior to the Closing Date, of the following conditions:


	 	(a) 	
      the representations and warranties of the Purchaser shall
      be true as of the date hereof and as of the Closing Date; and

	 	 	 
	 	(b) 	
      the Purchaser shall have complied with all of its
      obligations hereunder; and



The foregoing conditions precedent are inserted for the benefit
of the Vendor and the Company and may be waived in whole or in part by the
Vendor and the Company at any time prior to Closing by delivering to Purchaser
written notice to that effect. 




6.         
CLOSING ARRANGEMENTS 

6.1                  
The Closing shall take place on the Closing Date at such time, place and
location as mutually agreed to by the parties hereto. 

6.2                   On
the Closing Date: 

	 	(a) 	
      the Vendor shall deliver to the Purchaser certificates
      representing the Company Shares duly endorsed in blank for transfer or
      with a stock power of attorney (in either case with the signature
      guaranteed by the appropriate official) with all applicable taxes
    paid.

	 	 	 	 
	 	(b) 	
      the Vendor and the Company shall cause the Company Shares
      to be transferred into the name of the Purchaser, or its nominee, to be
      duly and regularly recorded in the books and records of the
  Company;

	 	 	 	 
	 	(c) 	
      the Purchaser shall pay and/or deliver to the
    Vendor:

	 	 	 	 
	 		(i) 	
      $25,000; and

	 	 	 	 
	 		(ii) 	
      a non-interest bearing promissory note of $25,000 in
      favour of the Vendor, maturing on thirty (30) days from the
  Closing.



7.        
 GENERAL PROVISIONS 

7.1                   Time
shall be of the essence of this Agreement. 

7.2                   This
Agreement contains the whole agreement between the parties hereto in respect of
the purchase and sale of the Company Shares and there are no warranties,
representations, terms, conditions or collateral agreements expressed, implied
or statutory, other than as expressly set forth in this Agreement. 

7.3                   This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. The Purchaser may not
assign this Agreement without the consent of the Company which consent may be
withheld for any reason whatsoever. 

7.4                  
Any notice to be given under this Agreement shall be duly and properly given if
made in writing and delivered or telecopied to the addressee at the address as
set out on page one of this Agreement. Any notice given as aforesaid shall be
deemed to have been given or made on, if delivered, the date on which it was
delivered or, if telecopied, on the next business day after it was telecopied.
Any party hereto may change its address for notice from time to time by
providing notice of such change to the other parties hereto in accordance with
the foregoing. 

7.5                   This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Nevada, and each of
the parties hereto irrevocably attorns to the jurisdiction of the courts of the
State of Nevada. 




7.6                  
This Agreement may be executed in one or more counterparts, each of which so
executed shall constitute an original and all of which together shall constitute
one and the same agreement. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

ROYALITE PETROLEUM COMPANY INC. 

/s/ Logan B. Anderson

_______________________________
Per: Logan B.
Anderson 
        President



MARKTECH ACQUISITION CORP. 

/s/ Mark Reynolds

_______________________________
Per: Mark
Reynolds, 
        President and
Secretary 


WORLDBID INTERNATIONAL INC. 

/s/ Logan B. Anderson

_______________________________
Per: Logan B.
Anderson, 
        President and
Secretary 




Schedule 2.5 

Liabilities 

As of April 1, 2008 


	Creditor
      Account Number 	Amount Outstanding 
	10007 	$1,769.17 
	10345 	$50.00
    
	10043 	$153.76 
	10009 	$5,644.30 
	11034 	$1,237.59 
	11134 	$6,371.74 
	10445 	$10,126.44 
	10102 	$14,499.18 
	10998 	$5.00
    
	10032 	$8,150.49 
	10031 	$5,175.00 
	11004 	$11,000.00 
	10045 	$858.55 
	10909 	$12,722.40 
	10023 	$833.06 
	10012 	$6,592.74 
	10007 	$334.43 
	10789 	$2,975.00 
	10434 	$4,240.20 
	Total
      Outstanding 	$93,942.56