Filed by Automated Filing Services Inc. (604) 609-0244 - Itonis Inc. - Exhibit 10.1






EXHIBIT 10.1 

IOCEAN MEDIA LIMITED 

and 

AQUOS MEDIA LIMITED 

and 

ITONIS INC. 

	 
	SHARE PURCHASE AGREEMENT 
	 
	September 8th, 2007

	 


Lang Michener LLP 




TABLE OF CONTENTS 

	  	Page 
	PART 1 DEFINITIONS AND
      INTERPRETATION 	1
    
	     DEFINITIONS 	1 
	     SCHEDULES 	4 
	PART 2 PURCHASE AND SALE 	5 
	     PURCHASE AND SALE OF AQUOS SHARES 	5 
	     PURCHASE PRICE
	5 
	     CLOSING 	5 
	     TERMINATION OF LETTER
      OF INTENT 	5 
	     PILOT
      LOI 	5 
	     IPTV LICENSES AND
      PERMITS 	6 
	     ISSUANCE OF THE PURCHASER SHARES 	6 
	PART 3 REPRESENTATIONS AND WARRANTIES
      OF THE VENDOR 	7 
	     REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE VENDOR
      	7

	PART 4 REPRESENTATIONS AND WARRANTIES
      IN RESPECT OF THE COMPANIES 	9 
	     REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANIES
      	9

	     OTHER
      REPRESENTATIONS 	16 
	     RELIANCE 	16
  
	     SURVIVAL 	16 
	PART 5
      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 	17
      
	     REPRESENTATIONS AND
      WARRANTIES IN RESPECT OF THE PURCHASER 	17 
	     OTHER REPRESENTATIONS 	18
  
	     RELIANCE 	18 
	     SURVIVAL 	18
  
	PART 6 PRE-CLOSING COVENANTS
    	19 
	     CONDUCT OF BUSINESS 	19
  
	     FINANCIAL STATEMENTS
      	20 
	     ACCESS TO RECORDS 	20
  
	     EXCLUSIVE DEALINGS
      	21 
	     FEES
      AND EXPENSES 	21
  
	PART 7 PURCHASER’S CONDITIONS
      PRECEDENT 	21 
	     PURCHASER’S CONDITIONS 	21
  
	     WAIVER 	22 
	PART 8 VENDOR’S
      CONDITIONS PRECEDENT 	22
      
	     VENDOR’S CONDITIONS
      	22 
	     WAIVER 	23
  
	PART 9 CLOSING 	23 
	     CLOSING DATE AND LOCATION 	23
  
	     VENDOR’S CLOSING
      DOCUMENTS 	23 
	     PURCHASER’S CLOSING DOCUMENTS 	24
  
	PART 10 TERMINATION 	25 
	     TERMINATION RIGHTS 	25
  
	     EFFECT OF
      TERMINATION 	25 
	PART 11 GENERAL
      	26
      






- ii - 

	GOVERNING
      LAW AND ATTORNMENT 	26
      
	NOTICES
      	26
      
	TIME
      OF ESSENCE 	27
      
	PUBLIC
      NOTICES 	27
      
	ENTIRE
      AGREEMENT 	27
      
	WAIVER
      AND CONSENT 	27
      
	SEVERABILITY
      	27
      
	AMENDMENTS
      	28
      
	FURTHER
      ASSURANCES 	28
      
	ASSIGNMENT
      	28
      
	ENUREMENT
      	28
      
	COUNTERPARTS
      	29
      






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is made effective as of September
8th, 2007, 

AMONG: 

IOCEAN MEDIA LIMITED,
incorporated and registered in the British 
Virgin Islands with company
number 1024086 and with its registered 
office at Portcullis TrustNet
Chambers PO Box 3444 Road Town, 
Tortola, British Virgin Islands 

(the “Vendor”) 

AND: 

AQUOS MEDIA LIMITED,
incorporated and registered in the British 
Virgin Islands with its
registered office at Portcullis TrustNet Chambers 
PO Box 3444 Road Town,
Tortola, British Virgin Islands 

(“Aquos”) 

AND: 

ITONIS INC., a Nevada
corporation with its registered address at 52 
East John Street, Carson City,
Nevada 89706 USA

(the “Purchaser”) 

WHEREAS: 

(A)          
the Vendor owns all of the Aquos Shares; and 

(B)          
the Vendor wishes to sell to the Purchaser, and the Purchaser wishes to purchase
from the Vendor, the Aquos Shares on the terms and subject to the conditions set
out in this Agreement; 

THIS AGREEMENT WITNESSES THAT the Parties, intending to
be legally bound, covenant and agree as follows: 

PART 1 

DEFINITIONS AND INTERPRETATION 

Definitions 

1.1          
In this Agreement, including the recitals and schedules, the following words and
phrases have the following meanings: 

(a)          
“Affiliate” means any officer, director, shareholder or employee of Aquos
or any member of the immediate family of any such officer, director, shareholder
or employee.




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Members of the immediate family of an
officer, director, shareholder or employee shall consist of the spouse, parents
and children of such officer, director, shareholder or employee; 

(b)          
“Aquos Shares” means all of the issued and outstanding shares in the
capital of Aquos; 

(c)          
“Assets” means all property or assets of any nature or kind, whether real
property or personal property, tangible or intangible, including the Licenses
and Permits secured by Aquos as of Closing; 

(d)          
“Audited Financial Statements” means the audited financial statements of
Aquos required to be filed by the Purchaser with the SEC in accordance with its
reporting obligations under the Exchange Act as a result of the Closing, which
audited financial statements will include, without limitation, financial
statements for the years ended December 31, 2006 prepared in accordance with
GAAP and including (i) audited balance sheets as at December 31, 2006, (ii)
related statements of income, cash flows and changes in shareholder’s equity for
the fiscal years ended December 31, 2006, (iii) notes to the financial
statements, and (iv) the audit report of an auditor registered with the United
States Public Company Accounting Oversight Board and acceptable to the United
States Securities and Exchange Commission; 

(e)          
“Business Day” means any day other than a Saturday, Sunday or public
holiday in Vancouver, British Columbia; 

(f)          
“Closing” means the completion of the purchase and sale of the Aquos
Shares on the terms and subject to the conditions contained in this Agreement;


(g)          
“Closing Date” means the date of Closing, as determined in accordance
with Section 2.3 of this Agreement; 

(h)          
“Company” or “Companies” means either the Vendor or Aquos, or both
of them, as the context requires; 

(i)          
“Consents and Approvals” means all necessary consents and approvals
required to be obtained in connection with the execution and delivery by Aquos
and the Vendor of this Agreement and the consummation of the transactions
described herein, as listed in Schedule A, which consents and approvals will
include all consents and approvals required to be obtained under all licenses
and permits secured by Aquos for the conduct and operation of its planned
television over the Internet business and the gaming business, including the
Licenses and Permits, in order that the Purchaser, through Aquos, will have the
full benefit of such licenses and permits following Closing; 

(j)          
“Disclosure Schedule” means the disclosure schedule attached in Schedule
B. The Disclosure Schedule will be arranged in sections corresponding to the
numbered and lettered sections contained in this Agreement and the disclosure in
any section qualifies other sections in this Agreement only to the extent that
such disclosure specifically references the fact that it also qualifies or
applies to such other specified sections; 

(k)          
“Employees and Contractors” means all individuals who are full-time,
part-time or temporary employees or individuals engaged on contract to provide
employment or similar services in respect of Aquos; 




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(l)          
“Employment Agreement” means an employment agreement between the
Purchaser and [Intentionally omitted]; 

(m)          
“Encumbrance” means any lien, claim, charge, pledge, hypothecation,
security interest, mortgage, title retention agreement, option, assignment,
license or other encumbrance or adverse claim of any nature or kind whatsoever;


(n)          
“Exchange Act” means the United States Securities Exchange Act of 1934,
as amended; 

(o)          
“Financial Statements” means the Audited Financial Statements and the
Interim Financial Statements; 

(p)          
“GAAP” means United States generally accepted accounting principles. All
determinations of an accounting nature in respect of Aquos will be made in a
manner consistent with GAAP and past practice with no changes in the method of
application of the Company’s accounting policies or changes in the method of
applying the Company’s use of estimates; 

(q)          
“Government Entity” means (i) any international, multinational, national,
federal, provincial, state, municipal, local or other government or public
department, central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) any subdivision or authority of any
of the foregoing, or (iii) any quasi-government or private body, in each case,
having jurisdiction on behalf of any nation, province, territory, state or other
geographic subdivision thereof and exercising any regulatory, judicial,
legislative, expropriation or taxing authority; 

(r)          
“Intellectual Property” means, in respect of a Person, all patents
(including utility patents, design patents, registered industrial designs,
utility models and certificates of addition), patent applications, copyright,
trade marks (including trade names, business names and service marks),
semiconductor topography rights, information rights in computer software and
databases, internet domain names, know-how, trade secrets, other similar
instruments or rights, whether registered or unregistered, and all rights in
relation to any of the foregoing which are recognized in any jurisdiction, of
the Person; 

(s)          
“Interim Financial Statements” means the unaudited interim financial
statements of Aquos required to be filed by the Purchaser with the SEC in
accordance with its reporting obligations under the Exchange Act as a result of
the completion of the Closing, which unaudited interim financial statements will
include, without limitation, financial statements for the six months ended June
30, 2007 prepared in accordance with GAAP and including (i) unaudited balance
sheet as at June 30, 2007, (ii) related statements of income, cash flows and
changes in shareholder’s equity for the six months ended June 30, 2007, and
(iii) notes to the financial statements, each of which shall have been reviewed
by the auditor for Aquos; 

(t)          
“Licenses and Permits” means the licenses and permits to be obtained by
Aquos for the conduct and operation of its planned television over the Internet
business as set forth in Schedule B hereto; 

(u)          
“Letter of Intent” means the letter of intent among the Vendor, Aquos and
the Purchaser dated August 1, 2007 concerning the subject matter hereof; 

(v)          
“Material Contracts” means all agreements that are material to the
Company’s business or that were not entered into in the ordinary course of
business, whether oral or written, to Aquos 




- 4 - 

is a party, which are currently in
effect, and which relate to the operation of the Company’s business, including
without limitation the agreements listed in Schedule D and the Pilot LOI upon
assignment by the Vendor to Aquos; 

(w)          
“Option Agreement” means an option agreement in the form attached hereto
as Schedule E, to be executed on closing whereby the Purchaser will have the
right to re-purchase the Purchaser Shares from the Vendor in the event that
Aquos has not secured all Licenses and Permits by October 31, 2007, which option
will be exercisable by the Purchaser delivering notice of exercise and an
assignment of the Aquos Shares to the Vendor; 

(x)          
“Party” means each party to this Agreement individually and
“Parties” mean each Party collectively; 

(y)          
“Person” includes an individual, corporation, limited liability
corporation, unlimited liability company, body corporate, partnership, limited
partnership, joint venture, association, trust or unincorporated organization or
any trustee, executor, administrator or other legal representative thereof or
any other entity (including a Government Entity); 

(z)          
“Pilot” means Pilot Media Limited, a corporation incorporated under the
laws of the People’s Republic of China; 

(aa)         “Pilot
LOI” means the letter of intent dated the 16th day of August,
2007 between the Vendor and Pilot; 

(bb)         “Purchaser
Shares” has the meaning ascribed to it in Section 2.2 of this Agreement;


(cc)        
“Purchaser’s Closing Documents” means the closing documents set forth in
§9.3 to be delivered by the Purchaser on or before the Closing Date; 

(dd)        
“Purchaser’s Solicitors” means Lang Michener LLP; 

(ee)         “SEC”
means the United States Securities and Exchange Commission; 

(ff)    
     “Securities Act” means the United States
Securities Act of 1933, as amended;

(gg)         “Vendor’s
Closing Documents” means the closing documents set forth in §9.2 to be
delivered by the Vendor and Aquos on or before the Closing Date; and 

(hh)         “Voting
Agreement” means a voting agreement in the form attached hereto as Schedule
F to be executed on Closing between the Purchaser and the Vendor whereby the
Vendor will agree for a period of one year following closing to vote the
Purchaser Shares in the manner.

Schedules 

1.2          
The following schedules are attached to, form part of, and are hereby
incorporated by reference into this Agreement: 

Schedule A – Consents and Approvals


Schedule B – Disclosure Schedule 

Schedule C – IPTV Licenses and Permits





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Schedule D – Material Contracts 

Schedule E – Option Agreement 

Schedule F – Voting Agreement 

PART 2 

PURCHASE AND SALE 

Purchase and Sale of Aquos Shares 

2.1          
In reliance on the representations and warranties, and on the terms and subject
to the conditions contained in this Agreement, at the Closing, the Purchaser
will purchase from the Vendor, and the Vendor will sell, assign and transfer to
the Purchaser the Vendor’s Aquos Shares, free and clear of all Encumbrances.


Purchase Price 

2.2          
The total consideration payable by the Purchaser to the Vendor for the Aquos
Shares will be the issuance of such number of shares of common stock of the
Purchaser (the “Purchaser Shares”) such that, 

(i)          
Immediately following the Closing, the Vendor will own 49% of the issued and
outstanding shares of the common stock of the Purchaser. 

(ii)          
On the date upon which the gaming portion of the Licenses and Permits is live
and selling lottery tickets, the Vendor will own an additional number of the
issued and outstanding shares of the common stock of the Purchaser (adjusted for
any stock split) equal to 25% of the 49% of the issued and outstanding shares of
the common stock of the Purchaser issued immediately following the Closing. 

Closing 

2.3          
The Closing will take place on the date that is five business days after the
Purchaser has delivered notice to the Vendor of its acceptance of the Financial
Statements, or such other time or date as may be agreed to in writing by the
Parties acting reasonably, provided that in no event will the Closing Date be
later than October 31, 2007. 

Termination of Letter of Intent 

2.4          
This Agreement supersedes and replaces in whole the Letter of Intent which is
hereby terminated and of no further force or effect. 

Pilot LOI 

2.5          
Forthwith following execution of this Agreement, the Vendor will assign and
transfer all of its right, title and interest in and to the Pilot LOI and will
use its best efforts to obtain the written consent of Pilot to this assignment
and transfer. Both prior to and following Closing, the Vendor will cause all
future agreements with Pilot that are contemplated in the Pilot LOI to be
negotiated and 




- 6 - 

executed by Aquos as a subsidiary of the Vendor and will use
its best efforts to assist in these negotiations in good faith to ensure that
the definitive agreements contemplated in the Pilot LOI are achieved. The
obligations in this Section 2.5 will survive closing of this Agreement. 

IPTV Licenses and Permits 

2.6          
Forthwith following execution of this Agreement, the Vendor will use its best
efforts to ensure that the IPTV Licenses and Permits are secured by Aquos by no
later than October 31, 2007. In the event that Aquos has not secured the
Licenses and Permits by October 31, 2007, then the Purchaser will have the right
under the Option Agreement to re-purchase the Purchaser Shares by delivering
notice of exercise of the option together with an assignment of the Aquos Shares
to the Vendor. Upon delivery of the notice of exercise of the option together
with an executed assignment of the Aquos Shares to the Vendor, the Purchaser
Shares will be deemed to be cancelled without any further action of the parties.
The obligations in this Section 2.6 will survive closing of this Agreement. 

Vendor Nominee on Purchaser Board of Directors 

2.7          
The Vendor will have the right to appoint one nominee to the board of directors
of the Purchaser who will be appointed on Closing. 

Issuance of the Purchaser Shares 

2.8          
The Vendor acknowledges and agrees that the Purchaser Shares will be offered and
sold to the Vendor without such offers and sales being registered under the
Securities Act and will be issued to the Vendor in an offshore transaction
outside of the United States in accordance with a safe harbour from the
registration requirements of the Securities Act provided by Rule 903 of
Regulation S of the Securities Act based on the representations and warranties
of the Vendor in this Agreement. As such, the Vendor further acknowledges and
agrees that the Purchaser Shares will, upon issuance, be “restricted securities”
within the meaning of the Securities Act. The Vendor acknowledges and agrees
that all certificates representing the Purchaser Shares will be endorsed with
the following legend, or such similar legend as deemed advisable by legal
counsel for the Purchaser, to ensure compliance with Regulation S of the
Securities Act and to reflect the status of the Purchaser Shares as restricted
securities: 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” 

The Vendor acknowledges that that the Purchaser Shares may not
be offered, resold, pledged or otherwise transferred except through an exemption
from registration under the Securities Act or pursuant to an effective
registration statement under the Securities Act and in accordance with all
applicable state securities laws and the laws of any other jurisdiction. The
Vendor agrees to resell the Purchaser Shares only in accordance with the
provisions of Regulation S of the Securities Act, pursuant to registration 




- 7 - 

under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act. The Vendor agrees that the
Company will refuse to register any transfer of the Purchaser Shares not made in
accordance with the provisions of Regulation S of the Securities Act, pursuant
to registration under the Securities Act, pursuant to an available exemption
from registration. The Vendor agrees that the Purchaser may require the opinion
of legal counsel reasonably acceptable to the Purchaser in the event of any
offer, sale, pledge or transfer of any of the Purchaser Shares by the Vendor
pursuant to an exemption from registration under the Securities Act.

PART 3 

REPRESENTATIONS AND WARRANTIES OF THE VENDOR 

Representations and Warranties in Respect of the Vendor


3.1          
The Vendor represents and warrants to the Purchaser that as at both the
effective date of this Agreement and the Closing Date 

(a)          
Capacity – the Vendor has all necessary legal right and capacity to
execute and deliver this Agreement, to transfer the legal and beneficial title
and ownership of the Aquos Shares owned by the Vendor to the Purchaser, to
perform all of the Vendor’s obligations hereunder and to comply with the terms
and provisions of this Agreement, and this Agreement constitutes a valid and
binding obligation of the Vendor in accordance with its terms, 

(b)          
No Approvals Required – with the exception of the Consents and Approvals
set forth in the Disclosure Schedule, no authorization, approval, order, license
permit or consent of any Government Entity nor the registration, declaration or
filing by the Vendor with any such Government Entity is required in order for
the Vendor 

(i)           to
execute and deliver this Agreement or any other agreement, certificate or
instrument to be executed or delivered by the Vendor pursuant to or contemplated
by this Agreement, 

(ii)          
to incur the obligations expressed to be incurred by the Vendor pursuant to this
Agreement, or 

(iii)          
to duly perform and observe the terms and provisions of this Agreement, 

(c)          
No Conflict – the Vendor is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur or which gives rise to a requirement to
obtain any authorization, consent, approval or waiver from any third Person as a
result of, and there are no actions, claims, suits, litigation, investigations
or proceedings pending or threatened against or affecting the Vendor which would
prevent 

(i)          
the execution and delivery by the Vendor of this Agreement or any other
agreement, certificate or instrument to be executed or delivered by the Vendor
pursuant to or contemplated by this Agreement, or 

(ii)          
the performance by the Vendor of its obligations pursuant to, or the observance
by the Vendor of any of the terms and provisions of, this Agreement, 




- 8 - 

(d)          
No Other Agreements – no Person has any agreement, option or right,
present or future, contingent, absolute or capable of becoming an agreement,
option or right, or which with the passage of time or the occurrence of any
event could become an agreement, option or right, to require the Vendor to,
sell, transfer, assign or otherwise dispose of the Aquos Shares, except for the
Purchaser, 

(e)          
Title to Aquos Shares – the Vendor owns and has good and marketable title
to all of the Aquos Shares as the legal and beneficial owner thereof, free of
all Encumbrances whatsoever and such Aquos Shares represent all of the Aquos
Shares owned by the Vendor. Such Aquos Shares are not subject to any Voting
Agreement or other agreement relating to ownership, voting, dividend rights or
their disposition, 

(f)          
Undisclosed Information – the Vendor does not have any information
relating to the Aquos Shares owned by the Vendor, which is not generally known
or which has not been expressly disclosed in writing to the Purchaser by the
Vendor and which if known could reasonably be expected to have an adverse effect
on the Vendor’s ownership of or right, authority, power or capacity to transfer
to the Purchaser legal and beneficial title and ownership of all of the Aquos
Shares, free and clear of all Encumbrances, and 

(g)          
Not a U.S. Person - The Vendor is not a “U.S. Person” as defined by
Regulation S of the Securities Act, as set forth below, and is not acquiring the
Purchaser Shares for the account or benefit of a U.S. Person. 

A “U.S. Person” is defined by
Regulation S of the Act to be any person who is: 

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 	 
	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United States;

	 	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and

	 	 	 	 
	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts.







- 9 - 

(h)          
No Offer in the U.S. - The Vendor was not in the United States at the
time the offer to purchase the Purchaser Shares was received or at the time this
Agreement was executed. 

(i)          
Status as a Sophisticated Purchaser - The Vendor has such knowledge,
sophistication and experience in business and financial matters such that it is
capable of evaluating the merits and risks of the investment in the Purchaser
Shares. The Vendor has evaluated the merits and risks of an investment in the
Purchaser Shares. The Vendor can bear the economic risk of this investment, and
is able to afford a complete loss of this investment.

(j)          
Acquisition for Investment - The Purchaser Shares will be acquired by the
Vendor for investment for the Vendor's own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that
the Vendor has no present intention of selling, granting any participation in,
or otherwise distributing the same. The Vendor does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Purchaser Shares. 

(k)          
Information Regarding the Purchaser - The Vendor has had full opportunity
to ask questions and receive answers from representatives of the Purchaser
regarding the business, properties, prospects and financial condition of the
Purchaser, each as is necessary to evaluate the merits and risks of investing in
the Purchaser Shares. The Vendor believes it has received all the information it
considers necessary or appropriate for deciding whether to purchase the
Purchaser Shares. The Vendor has had full opportunity to discuss this
information with the Vendor’s legal and financial advisers prior to execution of
this Agreement. 

(l)          
Reliance by Purchaser on Representations - The Vendor acknowledges that
the Purchaser will rely on these representations in completing the issuance of
the Purchaser Shares to the Vendor.

PART 4 

REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANIES


Representations and Warranties in Respect of the Companies


4.1          
The Vendor and Aquos represent and warrant to the Purchaser that as at both the
effective date of this Agreement and the Closing Date, except to the extent set
forth in the Disclosure Schedule, 

(a)          
Organization and Good Standing — Aquos is duly incorporated and is
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all necessary legal and corporate power and authority to
own its property and assets and to carry on its business as presently conducted.
Aquos has delivered to the Purchaser complete and correct copies of its
constating documents including its certificate of incorporation and its articles
and bylaws, all as may be amended, and the minute books of Aquos which contain
complete and correct copies of all proceedings and actions taken at all meetings
of, or effected by written consent of, the shareholders and the board of
directors (including any committees thereof) of Aquos. Aquos is duly qualified,
licensed or registered to carry on business in the jurisdictions where it owns,
leases or operates its property, 




- 10 - 

(b)          
No Approvals Required – except as expressly disclosed in the Disclosure
Schedule, no vote or consent of the holders of any class or series of Aquos
Shares is necessary to approve and adopt this Agreement or to consummate any of
the transactions contemplated hereby, and no authorization, approval, order,
license, permit or consent of any Government Entity nor the registration,
declaration or filing by Aquos with any such Government Entity is required in
order for Aquos 

(i)           to
execute and deliver this Agreement or any other agreement, certificate or
instrument to be executed or delivered by Aquos pursuant to or contemplated by
this Agreement, 

(ii)          
to incur the obligations expressed to be incurred by Aquos pursuant to this
Agreement, or 

(iii)          
to duly perform and observe the terms and provisions of this Agreement, 

(c)          
No Conflict – subject to obtaining the Consents and Approvals, Aquos is
not a party to, bound by or subject to any indenture, mortgage, lease,
agreement, instrument, statute, regulation, order, judgment, decree or law which
would be violated, contravened or breached by, or under which any default would
occur, or which could be terminated, cancelled or accelerated, in whole or in
part, or which allows any Person to exercise any rights or gives rise to a
requirement to obtain any authorization, consent, approval or waiver from any
third Person, as a result of the execution and delivery of this Agreement or the
consummation of any of the transactions provided for herein, 

(d)          
No Litigation – there is no claim, suit, action, litigation, arbitration
proceeding or Government Entity proceeding, including any appeal or application
for review, in progress, pending or to the knowledge of the Vendor or Aquos
threatened against, or relating to Aquos or affecting Aquos’s Assets or
business, 

(e)          
Compliance with Laws – Aquos and its Assets, operations and business have
been and are being operated and have been and are in material compliance with
all laws or orders applicable to its business or operations. Aquos has not
received a notice or other communication alleging a possible violation of any
law or order applicable to its business or operations, 

(f)          
Capitalization — the authorized and issued share capital of Aquos,
together with the names and residency of each shareholder and the number, class
and kind of shares outstanding, is as set forth in the Disclosure Schedule. All
such outstanding shares in the capital of Aquos have been duly and validly
issued and are outstanding as fully paid and non-assessable shares in the
capital of Aquos and represent all of the issued and outstanding shares in the
capital of Aquos, 

(g)          
No Other Agreements – no Person has any agreement, option or right,
present or future, contingent, absolute or capable of becoming an agreement,
option or right, or which with the passage of time or the occurrence of any
event could become an agreement, option or right, to require Aquos to 

(i)          
allot or issue any further or other share in its capital or any other security
convertible or exchangeable into any share in its capital, 

(ii)          
convert or exchange any security into or for any share in its capital, or 




- 11 - 

(iii)          
purchase, redeem or otherwise acquire any issued and outstanding share in its
capital, 

(h)          
Financial Statements – upon delivery to the Purchaser, the Financial
Statements will (i) be derived from and will be in accordance with the books and
records of Aquos, (ii) will have been prepared in accordance with GAAP
consistently applied with past practice, and (iii) fairly present the financial
position of Aquos as at each date and the results of operations, cash flows and
the changes in shareholder’s equity for each period reported, 

(i)          
Accuracy of Records – all financial transactions of Aquos have been
fairly reflected in the accounting and financial books and records of Aquos, and
such books and records are stated in reasonable detail and fairly reflect the
basis for the Financial Statements, the Audited Financial Statements and the
Interim Financial Statements, 

(j)          
Bankruptcy – Aquos has not made an assignment in favour of its
creditors or a proposal in bankruptcy to its creditors or any class thereof, and
no petition for a receiving order has been presented in respect of it. Aquos has
not initiated proceedings with respect to a compromise or arrangement with its
creditors, or for its winding-up, liquidation or dissolution. No receiver or
interim receiver has been appointed in respect of Aquos or its Assets and no
execution or distress has been levied on any Assets, nor have proceedings been
commenced in respect of any of the foregoing, 

(k)          
Absence of Undisclosed Liabilities – except to the extent disclosed,
reflected or reserved against in the Financial Statements or the Disclosure
Statement, Aquos does not have any outstanding indebtedness or any liabilities
or obligations (whether accrued, accruing, absolute, contingent or otherwise)
and all such reserve amounts are adequate based on the past experience of Aquos
and are consistent with the accounting procedures used by Aquos in previous
fiscal periods and there is nothing which indicates that such reserves are not
adequate or that higher reserves should be taken, 

(l)          
Absence of Changes – since June 30, 2007 and except as disclosed in the
Disclosure Statement, there have not been 

(i)          
any changes in the condition or operations of the business, Assets or financial
affairs of Aquos which are, individually or in the aggregate, materially
adverse, or 

(ii)          
any damage, destruction or loss, labour unrest or other event, development or
condition, of any character (whether or not covered by insurance) which is not
generally known or which has not been disclosed to the Purchaser in writing, or
which to the knowledge of the Vendor, may materially adversely affect the
business or Assets of Aquos, 

(m)          
Absence of Unusual Transactions – since June 30, 2007 and except as
disclosed in the Disclosure Statement, Aquos has not 

(i)          
transferred, assigned, sold or otherwise disposed of any Asset shown or
reflected in the Financial Statements or forgiven, cancelled or released any
debt or claim, except in the ordinary and normal course of its business, 




- 12 - 

(ii)          
incurred or assumed any obligation or liability (fixed or contingent), except
unsecured current obligations and liabilities incurred in the ordinary and
normal course of its business, 

(iii)          
issued or sold any share in its capital or any warrant, bond, debenture or other
corporate security or issued, granted or delivered any right, option or other
commitment for the issuance of any such or other security, 

(iv)          
discharged or satisfied any Encumbrance, or paid any obligation or liability
(fixed or contingent), other than current liabilities or the current portion of
long-term liabilities disclosed in the Financial Statements or current
liabilities incurred since the date thereof in the ordinary and normal course of
its business, 

(v)          
declared or made any payment of any dividend or other distribution in respect of
any of its shares other than in the ordinary and normal course, nor purchased,
redeemed, subdivided, consolidated, or reclassified any share in its capital,


(vi)          
entered into any transaction not in the ordinary and normal course of its
business, 

(vii)          
made any gift of money or of any Asset to any Person, 

(viii)          
amended or changed or taken any action to amend or change its constating
documents, 

(ix)          
increased or agreed to increase the remuneration of, or paid or agreed to pay
any pension, share of profits or other similar benefit to any of its directors,
officer or Employees and Contractors or former directors, officers or Employees
and Contractors, other than in the ordinary and normal course of its business
consistent with past practice and disclosed in writing to the Purchaser, 

(x)          
made any payment of any kind to or on behalf of the Vendor or any Affiliate of
the Vendor other than business related expenses, salaries and bonuses in the
ordinary and normal course of its business consistent with past practice and as
disclosed in the Financial Statements or in writing to the Purchaser, 

(xi)          
mortgaged, pledged, subjected to any lien, granted an option or a security
interest in respect of or otherwise encumbered any of its Assets, or 

(xii)          
authorized or agreed or otherwise become committed to do any of the foregoing,


(n)          
Title to Assets – Aquos has legal and beneficial ownership of
and good and marketable title to all its Assets, including all such Assets
reflected in its financial books and records, free and clear of all Encumbrances
and none of such Assets is in the possession of or under the control of any
other Person. The Assets owned by Aquos represent all assets used by Aquos in
the conduct of its business and as are necessary for the conduct by Aquos of its
business. No other person, including the Vendor, has any interest in any Asset
used by Aquos in the conduct of its business, 

(o)          
Leased Property – Aquos does not own any real property. Aquos is not a
party to or bound by any leases of real property other than those set out in the
Disclosure Schedule and, to the knowledge of the Vendor, all interests held as
lessee are free and clear of all Encumbrances, 




- 13 - 

except for the Encumbrances set out in
the Disclosure Schedule. All rental and other payments required to be paid by
the Companies under such leases have been duly paid and there is not otherwise
any default by Aquos in meeting its obligations under any such lease, 

(p)          
Material Contracts – all current Material Contracts are set out in the
Disclosure Schedule along with each party thereto and 

(i)          
each such Material Contract is in full force and effect and is a valid and
binding agreement of Aquos, 

(ii)          
Aquos has performed or is performing all obligations required to be performed by
it under each such Material Contract and is not in breach or default thereunder
and, to the knowledge of the Vendor, no other party to any such Material
Contract is in breach or default thereunder, and 

(iii)          
the Vendor does not know of any circumstances that are reasonably likely to
occur that could reasonably be expected to adversely affect Aquos’s ability, up
to Closing, to perform its obligations under any Material Contract. 

(q)          
Shareholder Loans – there are no shareholder loans outstanding in respect
of Aquos, 

(r)          
Directors – no amounts will be due or owing to any of the members of the
board of directors of Aquos as a result of such member’s resignation or removal,


(s)          
Employees and Contractors – the Disclosure Schedule contains a complete
and accurate list of the Employees and Contractors, together with their date of
hire, title or classification, current wages, salaries or hourly rate of pay,
benefits, vacation entitlement, commissions and bonus or other material
compensation paid since the beginning of the most recently completed fiscal year
or payable to each such Employee and Contractor as of the date of this
Agreement, which will be updated as of the Closing Date and attached to the
certificate described in §9.2(e) . Except as disclosed in the Disclosure
Schedule, none of the Companies is a party to any written or oral contract,
agreement or other commitment with any Employee and Contractor other than
contracts of indefinite duration which are terminable by Aquos without cause on
reasonable notice as determined in accordance with applicable law. The Vendor is
not aware of the intention of any Employee and Contractor, who is an executive
or senior officer, to terminate his or her employment. The Disclosure Schedule
also lists the Employees and Contractors of Aquos who 

(i)          
have been absent continually from work for a period in excess of one month, as
well as the reason for their absence, including all Employees and Contractors on
disability (whether short-term or long-term), 

(ii)          
are in receipt of workers’ compensation benefits on account of their employment
by Aquos, 

(iii)          
are on an authorized unpaid leave of absence (including maternity or parental
leave or unpaid sick leave) from Aquos, or 

(iv)          
are entitled to post-retirement or other benefits provided through a benefit
program sponsored by Aquos or in which Aquos participates, 




- 14 - 

(t)          
Insurance - to the best of the knowledge of the Vendor, Aquos maintains
insurance in force against loss on such Assets, against such risks, in such
amounts and to such limits as is in accordance with prudent business practices
prevailing in its business. Particulars of all insurance maintained by Aquos is
set forth in the Disclosure Schedule, 

(u)          
Copies of Agreements – accurate and complete copies of all agreements
referred to herein or in the Disclosure Schedule have been delivered to the
Purchaser, 

(v)          
Corporate Records – Aquos has kept all records required to be kept by
applicable corporate legislation, 

(w)          
Permits and Licences – Aquos holds all authorizations,
approvals, orders, licenses, permits or consents issued by any Government Entity
which are necessary in connection with the conduct and operation of its business
as it is currently conducted and the ownership, leasing or use of its Assets as
the same are now owned, leased, used conducted or operated. None of the
Companies is in material breach of or in default under any of the terms or
conditions thereof, and all such authorizations, approvals, orders, licences,
permits and consents issued by a Government Entity are listed in the Disclosure
Schedule, 

(x)          
Tax Filings and Payments – Aquos 

(i)          
has filed or caused to be filed within the time prescribed 

(A)          
all income tax returns and election forms and the income tax returns of each
jurisdiction required to be filed and all such returns and forms are true,
complete and accurate in all material respects and the amounts of tax payable
shown in all such returns prepared by Aquos are correct in all material
respects, and 

(B)          
all returns, reports, and information required to be filed with any Government
Entity with respect to sales tax, property tax, property transfer tax, and every
other tax (by whatever name) that Aquos is required to file and all such
returns, reports, and information are true, complete and accurate in all
material respects, 

(ii)          
has paid or caused to be paid all taxes due and payable (including all federal,
provincial and local taxes, assessments or other imposts in respect of its
income or Assets and all other taxes described in §4.1(x)(i)(B)), and all
interest and penalties thereon, if any, for all previous years and all required
instalments of taxes due and payable for the current fiscal year have been paid,
and 

(iii)          
has withheld all amounts required to be withheld by Aquos from salary and other
payments to its Employees and Contractors including pursuant to any taxing laws
to which it is subject, and has remitted all such amounts, including all
interest and penalties thereon, to the relevant Government Entity, 

(y)          
Indebtedness to Vendor – Aquos is not indebted to the Vendor or to any of
its directors, officers or Employees and Contractors, or any Affiliate thereof,


(z)          
Conduct of Business – Aquos is not conducting its business in material
contravention of any Material Contract or law, regulation or direction of any
Government Entity, 




- 15 - 

(aa)          
Condition of Assets – all tangible Assets used by Aquos in connection
with its business are in good operating condition and in a good state of
maintenance and repair, reasonable wear and tear excepted, 

(bb)          
Intellectual Property – 

(i)          
the Disclosure Schedule lists all Intellectual Property (other than unregistered
copyrights, know-how, trade secrets and off-the-shelf office productivity
software) and all registration applications therefor owned by or licensed to the
Companies that is material to their business. The Vendor has delivered to the
Purchaser complete and correct copies of all license agreements to which Aquos
is a party relating to such Intellectual Property. The conduct of the business
of the Companies, as presently conducted and as currently proposed by the
Companies to be conducted, does not, to the best knowledge of the Vendor,
conflict with, or result in any violation of, or default under, or give rise to
any right, license or encumbrance relating to, Intellectual Property owned by
Aquos or with respect to which Aquos now has or has had any contract with any
third party, or any right of termination, cancellation or acceleration of any
Intellectual Property right or obligation set forth in any contract to which
Aquos is a party, or the loss or encumbrance of any Intellectual Property or
benefit related thereto, or result in the creation of any Encumbrance in or upon
any Intellectual Property or right owned or used by Aquos, 

(ii)          
Aquos uses all Intellectual Property that it does not own only in the manner and
for the purposes authorized and specified by the owner or licensor of such
Intellectual Property, and to the extent Aquos has granted exclusive rights to
Intellectual Property to another Person, Aquos has not used such Intellectual
Property for any purpose, including for development purposes or sale or
distribution, except to such other Person, 

(iii)          
Aquos owns, or is licensed or otherwise has the right to use, in each case,
without ongoing payments to third parties except as disclosed in the Disclosure
Schedule, and free and clear of any Encumbrances, all Intellectual Property used
in or necessary to carry on its business as presently conducted or as currently
proposed by Aquos to be conducted, 

(iv)          
to the best knowledge of the Vendor, the Companies and the Companies’ products
and services do not and have not infringed upon or otherwise violated the rights
of any Person with regard to any Intellectual Property owned by, licensed to or
otherwise used by such Person, 

(v)           to
the best knowledge of the Vendor, no Person is infringing on or otherwise
violating any right of Aquos with respect to any Intellectual Property owned by,
licensed to or otherwise used by Aquos, 

(vi)          
each current or former officer, Employee and Contractor or consultant of Aquos
has assigned and transferred, or on or before the Closing Date will have
assigned and transferred, to Aquos all ownership and other rights of any nature
whatsoever of such Person in any Intellectual Property claimed to be owned by
the Company, no current or former director of Aquos has any ownership or other
rights of any nature whatsoever in any Intellectual Property claimed to be owned
by Aquos and no current or former director, officer, Employee and Contractor or
consultant of Aquos (or any member of their immediate families) has a valid
claim against Aquos in connection with the 




- 16 - 

involvement of such Persons in the
conception and development of any computer software or other Intellectual
Property of Aquos, 

(vii)          
all software, other than generally available software, such as WordPerfect and
the like and generally available system development tools, that is either
marketed to customers of Aquos as a program or as part of a product or service
or used by Aquos to support its business is owned by the Company or the Company
has the right to use, modify, copy, sell, distribute, sublicense and make
derivative works from such software (to the extent required to operate the
business of the Company as presently conducted or proposed to be conducted),
free and clear of any limitations or Encumbrances, 

(viii)          
none of the Companies owns title to or uses any registered service mark, trade
name or trademark, or, to the best knowledge of the Vendor, any service mark,
trade name or trademark in which a third Person has any legal interest, except
with the consent of such third person, 

(cc)          
No Fees Payable – no broker, investment banker, financial advisor or
other Person is entitled to any broker’s, finder’s, financial advisor’s or other
similar fee or commission, or the reimbursement of expenses, in connection with
the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of Aquos. None of the Companies have paid or agreed to pay any fee,
commission or expense incurred by any of its shareholders (including the fees,
commissions or expenses of any accountant, auditor, broker, financial advisor,
consultant or legal counsel retained by or on behalf of any such shareholder)
arising from or in connection with this Agreement or any of the transactions
contemplated by this Agreement, 

(dd)          
Undisclosed Information – neither the Vendor nor Aquos has any material
information which is not generally known or which has not been disclosed to the
Purchaser by the Vendor or Aquos and which if known could reasonably be expected
to have a material adverse effect on the value of the shares or on the business
of Aquos. 

Other Representations 

4.2          
All statements contained in any written certificate or other written instrument
delivered by or on behalf of the Vendor or Aquos pursuant to this Agreement will
be deemed to be representations and warranties by the Vendor and Aquos
hereunder. 

Reliance 

4.3          
The Vendor and Aquos acknowledge and agree that the Purchaser has entered into
this Agreement relying on the warranties and representations and other terms and
conditions of this Agreement. 

Survival 

4.4          
The representations and warranties of the Vendor and Aquos contained in this
Agreement will survive the Closing and continue in full force and effect for a
period of 24 months after the Closing Date. 




- 17 - 

PART 5 

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

Representations and Warranties in Respect of the Purchaser


5.1          
The Purchaser represents and warrants to the Vendor that as at both the
effective date of this Agreement and the Closing Date 

(a)          
Organization and Good Standing – the Purchaser is duly incorporated under
the laws of its jurisdictions of incorporation and is validly existing and in
good standing with respect to the filing of annual returns under such laws, 

(b)          
Exchange Act Reports – the shares of the Company’s common stock are
registered under Section 12(g) of the Exchange Act and the Company has completed
all filings with the SEC in accordance with its reporting obligations under the
Exchange Act for the past twelve months. The Purchaser has delivered or made
available to the Vendor complete and accurate copies of (a) the Purchaser’s
annual report on Form 10-KSB for the year ended November 30, 2006; (b) the
Purchaser’s quarterly reports on Form 10-QSB for the three months ended February
28, 2007 and the six months ended May 31, 2007; and (iii) the Purchaser’s
current reports on Form 8-K filed subsequent to the filing of the annual report
on Form 10-KSB for the year ended November 30, 2006 (together, the “Purchaser
SEC Filings”). As of their respective dates, or as subsequently amended prior to
the date hereof, to the Purchaser’s knowledge, each of the Purchaser’s SEC
Filings (i) did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and (ii) complied as to form in all material respects with the
applicable rules and regulations of the SEC.

(c)          
No Orders – no order ceasing or suspending trading in securities of the
Purchaser is outstanding against the Purchaser, its directors or officers, and
no investigations or proceedings for such purposes are pending or, to the
knowledge of the Purchaser, threatened, 

(d)          
Authority – the Purchaser has all necessary corporate right, authority,
power and capacity to execute and deliver this Agreement, to acquire the Aquos
Shares, to perform all of its obligations hereunder and to comply with the terms
and provisions of this Agreement and this Agreement constitutes a valid and
binding obligation of the Purchaser in accordance with its terms, 

(e)          
No Approvals Required – relying upon the Vendor’s and Aquos’s
representations and warranties set forth in this Agreement and except for
filings required by applicable securities legislation, no authorization,
approval, order, license, permit or consent of any Government Entity, regulatory
body or court nor the registration, declaration or filing by the Purchaser with
any such Government Entity, regulatory body or court is required in order for
the Purchaser 

(i)           to
execute and deliver this Agreement or any other agreement, certificate or
instrument to be executed or delivered by the Purchaser pursuant to or
contemplated by this Agreement, 

(ii)          
to incur the obligations expressed to be incurred by the Vendor pursuant to this
Agreement, or 




- 18 - 

(iii)          
to duly perform and observe the terms and provisions of this Agreement, 

(f)          
No Conflict – the Purchaser is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur as a result of 

(i)          
the execution and delivery by the Purchaser of this Agreement or any other
agreement, certificate or instrument to be executed or delivered by the
Purchaser pursuant to or contemplated by this Agreement, or 

(ii)          
the performance by the Purchaser of its obligations pursuant to, or the
observance by the Purchaser of any of the terms and provisions of, this
Agreement, 

(g)          
Capitalization – the authorized capital of the Purchaser consists of
300,000,000 shares of common stock of which 72,961,853 shares are issued and
outstanding as of the date of this Agreement, 

(h)          
Financial Statements – the Purchaser’s financial statements
(including footnotes thereto) included in or incorporated by reference into the
Purchaser’s SEC filings were prepared in accordance with GAAP applied on a
consistent basis during the periods involved (except as otherwise noted therein)
and fairly present, in all material respects, the financial condition of the
Purchaser as of the dates thereof and results of operations for the periods
referred to therein, 

(i)          
No Litigation – there is no claim, suit, action, litigation,
arbitration proceeding or Government Entity proceeding, including any appeal or
application for review, in progress, pending or to the knowledge of the
Purchaser threatened against, or relating to the Purchaser or affecting the
Purchaser’s Assets or business, and 

(j)          
Compliance with Laws – the Purchaser and its Assets, operations and
business have been and are being operated and have been and are in material
compliance with all laws or orders applicable to its business or operations. The
Purchaser has not received a notice or other communication alleging a possible
violation of any law or order applicable to its business or operation. 

Other Representations 

5.2          
All statements contained in any written certificate or other written instrument
delivered by or on behalf of the Purchaser pursuant to this Agreement will be
deemed to be representations and warranties by the Purchaser hereunder. 

Reliance 

5.3          
The Purchaser acknowledges and agrees that the Vendor has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement. 

Survival 

5.4          
The representations and warranties of the Purchaser contained in this Agreement
will survive the Closing and continue in full force and effect for a period of
24 months after the Closing Date. 




- 19 - 

PART 6 

PRE-CLOSING COVENANTS 

Conduct of Business 

6.1          
The Vendor and Aquos covenant and agree with the Purchaser that until the
Closing Date or termination of this Agreement, except as otherwise contemplated
in this Agreement or agreed to in writing by the Purchaser: 

(a)          
Conduct Business in Ordinary and Normal Course – to conduct its business
in the ordinary and normal course thereof, including the payment of all current
liabilities and accounts in the ordinary and normal course, and not negotiate or
execute any new Material Contracts or terminate, cancel or modify in any
material respect any existing Material Contracts, 

(b)          
Non-Arm’s Length Transactions – not to enter into any non-arm’s length
transaction other than in the ordinary and normal course of their business, 

(c)          
Liabilities – not to incur any liability, obligation, indebtedness or
other commitment (whether accrued, absolute, contingent or otherwise, and
whether due or to become due), other than 

(i)          
unsecured current liabilities, obligations, indebtedness and commitments
incurred in the ordinary and normal course of its businesses, 

(ii)          
liabilities incurred in connection with the transactions described herein, and
which is not reasonably expected to have a materially adverse affect on the
Assets, business or financial condition of Aquos, or 

(iii)          
liabilities owed to the Purchaser, 

(d)          
No Dividends – not to declare, set aside or pay any dividend or make any
other distribution with respect to any of their shares, or redeem, repurchase or
otherwise acquire, directly or indirectly any of their shares, 

(e)          
No Material Contracts – not to enter into any Material Contract other
than in the ordinary and normal course of their business, 

(f)          
No Compromises – not to enter into any compromise or settlement of any
litigation, proceeding, or investigation relating to their businesses or any of
their Assets, 

(g)          
No Increases – not to increase the compensation of Employees and
Contractors, or any increase in any compensation or bonus payable to any of its
officers, Employees and Contractors, consultants or agents, or make any loan to,
or engage in any transaction with, any Employee and Contractor, officer or
director of Aquos, 

(h)          
No Accounting Changes – not to make any change to the accounting or tax
practices followed by Aquos, except as may be recommended by the Company’s
auditors and made in connection with the preparation of the Audited Financial
Statements, 




- 20 - 

(i)          
No Breach – not to take any action which would constitute or cause a
breach of any representation, warranty, covenant or other obligation of a Vendor
or Aquos contained in this Agreement, 

(j)          
Pay Liabilities – to pay and discharge all liabilities or obligations of
Aquos in the ordinary and normal course of its business consistent with past
business practice, 

(k)          
Preserve Business – to preserve intact the business and the Assets,
operations and affairs of Aquos and carry on the businesses and the affairs of
Aquos, and 

(l)          
Necessary Steps – to take all actions, steps and proceedings
that are necessary or desirable to approve or authorize, or to validly and
effectively undertake, the execution, delivery and performance of this Agreement
and the completion of the transactions contemplated by this Agreement. 

Financial Statements 

6.2          
The Vendor and Aquos will use their best efforts to prepare the Audited
Financial Statements and the Interim Financial Statements as early as possible.
The Vendor and Aquos will deliver the Audited Financial Statements and the
Interim Financial Statements forthwith upon completion. Upon delivery of the
Audited Financial Statements and the Interim Financial Statements to the
Purchaser, the Purchaser will have ten business days in which to review and
evaluate the Audited Financial Statements and the Interim Financial Statements.
Upon completion of its review, the Purchaser will deliver notice to the Vendor
and Aquos confirming either (i) acceptance by the Purchaser of the Audited
Financial Statements and the Interim Financial Statements, or (ii) notice of
termination by the Purchaser in accordance with Part 10. 

Access to Records 

6.3          
In order to permit the Purchaser to complete due diligence of the Companies, the
Vendor and Aquous will each permit, the Purchaser’s financial agents and its
professional representatives to have reasonable access during normal business
hours to the premises, without disrupting the business, and to the books,
accounts, records and other data of the Vendor and Aquos (including all
corporate, accounting, tax and business records and any electronic or computer
accessed data), to the Assets and senior management of each of the Vendor and
Aquos.

Confidentiality 

6.4          
Prior to Closing and if, for any reason, the transactions contemplated by this
Agreement are not consummated, neither the Vendor, Aquos nor the Purchaser nor
any of their respective officers, employees, attorneys, accountants and other
representatives shall disclose to third parties or otherwise use any
confidential information received from the other party in the course of
investigating, negotiating, and performing the transactions contemplated by this
Agreement; provided, however, that nothing shall be deemed to be
confidential information which: 

(i)           is
known to the party receiving the information at the time of disclosure, unless
any individual who knows the information is under an obligation to keep that
information confidential; 

(ii)          becomes
publicly known or available without the disclosure thereof by the party
receiving the information in violation of this Agreement; or 




- 21 - 

(iii)          
is received by the party receiving the information from a third party not under
an obligation to keep that information confidential. 

This provision shall not prohibit the disclosure of information
required to be made under federal or state securities laws, rules and
regulations or by order of any federal, state or local regulatory agency or as
otherwise required to be disclosed under applicable law. If any disclosure is so
required, the party making such disclosure shall consult with the other party
prior to making such disclosure, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosure which is
satisfactory to both parties. The Vendor and Aquos acknowledge and agree that
the Purchaser must file a copy of this agreement and a summary of its material
provisions with the SEC in accordance with its obligations under the Exchange
Act. 

Exclusive Dealings 

6.5          
Until the Closing or termination of this Agreement, neither the Vendor nor Aquos
will take any action, directly or indirectly, to encourage, initiate or engage
in discussions or negotiations with, or enter into an agreement, or provide any
information to, any Person, other than the Purchaser and its designated and
authorized representatives, concerning any sale, transfer or assignment of the
Aquos Shares, the Licenses and Permits, the Pilot Agreement or the assets of
either Aqous or the Vendor. Until the Closing or termination of this Agreement,
the Vendor will notify the Purchaser promptly if any such discussions or
negotiations are sought. 

Fees and Expenses 

6.6          
All legal, administrative and audit fees and expenses, incurred by the Parties
in connection with the negotiation, implementation or consummation of this
Agreement and all documents and transactions contemplated herein will be paid by
the Party incurring such fees and expenses. 

PART 7 

PURCHASER’S CONDITIONS PRECEDENT 

Purchaser’s Conditions 

7.1          
The obligations of the Purchaser to complete the purchase of the Aquos Shares
are subject to the satisfaction of or compliance with each of the following
conditions precedent on or before the Closing Date 

(a)          
Due Diligence Review – the completion of a due diligence review of the
Companies’ business and financial affairs, including the Financial Statements,
to the Purchaser’s satisfaction, 

(b)          
Financial Statements – delivery of the Audited Financial
Statements and the Interim Financial Statements to the Purchaser, 

(c)          
Truth and Accuracy of Representations and Warranties of the Vendor and
Aquos – the representations and warranties of the Vendor and Aquos contained
herein are true and correct in all material respects as at the Closing Date with
the same effect as if made on the Closing Date, 




- 22 - 

(d)          
Performance of Obligations – the Vendor and Aquos have, in all material
respects, performed and complied with all the obligations, covenants and
agreements to be performed and complied with by each of them on or before the
Closing Date, 

(e)          
Absence of Change in Financial Condition – there is no material adverse
difference between the financial condition of the Companies, 

(f)          
Absence of Change of Conditions – no event has occurred or condition or
state of facts of any character has arisen or legislation (whether by statute,
rule, regulation, by-law or otherwise) been introduced which has, or might
reasonably be expected to have, a material adverse effect upon the business,
operations or financial condition of the Companies, 

(g)          
Authorizations – the Consents and Approvals will have been obtained in
writing by the Vendor and Aquos, as applicable, 

(h)          
Pilot LOI – the Vendor will have assigned and transferred to
Aquos all of its right, title and interest in and to the Pilot LOI. 

(i)          
Licenses and Permits – The Company has obtained all licenses and permits
unless otherwise agreed to by Purchaser. 

(j)          
Closing Documentation – the Purchaser receives from the Vendor
and Aquos the Vendor’s Closing Documents, and 

(k)          
Termination – this Agreement will have not been terminated pursuant to
Part 10. 

Waiver 

7.2          
The conditions precedent set forth in this Part 7 are for the exclusive benefit
of the Purchaser and may be waived by the Purchaser in writing in whole or in
part on or before the Closing Date. The waiver by the Purchaser of any condition
set forth in this Part 7, the acknowledgement or agreement by the Purchaser that
any such condition has been satisfied and the completion of the purchase and
sale transaction contemplated by this Agreement will be without prejudice to the
Purchaser’s rights in respect of the warranties, representations, covenants and
indemnities of the Vendor and Aquos contained in this Agreement. 

PART 8 

VENDOR’S CONDITIONS PRECEDENT 

Vendor’s Conditions 

8.1          
The obligations of the Vendor to complete the sale of the Aquos Shares are
subject to the satisfaction of or compliance with each of the following
conditions precedent on or before the Closing Date 

(a)          
Due Diligence Review – the completion of a due diligence review of the
Purchaser’s business and financial affairs to the Vendor’s satisfaction, 




- 23 - 

(b)          
Truth and Accuracy of Representations and Warranties of the Purchaser –
the representations and warranties of the Purchaser contained herein are true
and correct in all material respects as at the Closing Date with the same effect
as if made on the Closing date, 

(c)          
Performance of Obligations – the Purchaser has, in all material respects,
performed and complied with all the obligations, covenants and agreements to be
performed and complied with by it on or before the Closing Date, 

(d)          
Closing Documentation – the Vendor receive from the Purchaser the
Purchaser’s Closing Documents, 

(e)          
Termination – this Agreement will not have been terminated pursuant to
Part 10, and 

(f)          
Absence of Change of Conditions – no event has occurred or
condition or state of facts of any character has arisen or legislation (whether
by statute, rule, regulation, by-law or otherwise) been introduced which has, or
might reasonably be expected to have, a material adverse effect upon the
business, operations or financial condition of the Purchaser. 

Waiver 

8.2          
The conditions precedent set forth in this Part 8 are for the exclusive benefit
of the Vendor and may be waived by the Vendor in writing in whole or in part on
or before the Closing Date. The waiver by the Vendor of any condition set forth
in this Part 8, the acknowledgement or agreement by the Vendor that any such
condition has been satisfied and the completion of the purchase and sale
transaction contemplated by this Agreement will be without prejudice to the
Vendor’s rights in respect of the warranties, representations, covenants and
indemnities of the Purchaser contained in this Agreement. 

PART 9 

CLOSING 

Closing Date and Location 

9.1          
The Closing will take place on the Closing Date at the offices of the
Purchaser’s Solicitors, Suite 1500 – 1055 West Georgia Street, Vancouver,
British Columbia, or at such other time, date or location as may be agreed to in
writing by the Parties. 

Vendor’s Closing Documents 

9.2          
On or before the Closing Date, the Vendor and Aquos will deliver, or cause to be
delivered, the following documents to the Purchaser against delivery by the
Purchaser of the Purchaser’s Closing Documents: 

(a)          
the share certificates representing the Vendor’s Aquos Shares, duly endorsed for
transfer to the Purchaser; 

(b)           a
certified copy of resolutions of the directors of Aquos authorizing the
execution, delivery and performance of this Agreement by Aquos, the transfer of
the Aquos Shares, the registration of the Aquos Shares in the name of the
Purchaser and the issuance of a share certificate representing the Aquos Shares
registered in the name of the Purchaser; 




- 24 - 

(c)           a
certified copy of the securities register of Aquos showing the Purchaser as the
registered owner of the Aquos Shares; 

(d)           a
share certificate registered in the name of the Purchaser representing the Aquos
Shares; 

(e)           a
certificate executed by each of the Vendor and Aquos certifying that its
representations and warranties contained herein are true and correct as at the
Closing Date and the each of the Vendor and Aquos have complied with their
respective covenants pursuant to this Agreement; 

(f)          
the Consents and Approvals obtained in writing by Aquos and the Vendor, as
applicable; (g) the Voting Agreement, duly executed by the Vendor; (h) the
Option Agreement, duly executed by the Vendor; (i) duly signed resignations of
each director and officer of Aquos; (j) the written consents of the nominee of
the Vendor to act as a director of the Purchaser; 

(k)          
corporate minute books and corporate seal, if any, and all other books and
records of Aquos; 

(l)           a
legal opinion, in form and substance satisfactory to the Purchaser and the
Vendor, acting reasonably, from legal counsel to Aquos as to the validity of the
incorporation, the good standing and the authorized and issued capital of Aquos,
as to the title to the Aquos Shares, as to the due authorization, execution and
delivery of this Agreement by Aquos and as to the valid and binding nature of
this Agreement, subject to such certificates and qualifications as may be
required by legal counsel to Aquos; and 

(m)          
such other documents and instruments, other than those set out above, as may be
reasonably requested by the Purchaser’s Solicitors in order to complete the
transactions set out in this Agreement; 

and delivery of such documents by the Vendor and Aquos in
accordance with this §9.2 will be deemed to satisfy the condition precedent set
forth in §7.1. 

Purchaser’s Closing Documents 

9.3          
On or before the Closing Date, the Purchaser will deliver, or cause to be
delivered, the following documents to the Vendor against delivery by the Vendor
of the Vendor’s Closing Documents: 

(a)           a
share certificate, carrying a legend and provided for in this Agreement,
registered in the name of the Vendor representing the Purchaser Shares; 

(b)          
the Voting Agreement, duly executed by the Purchaser; 

(c)          
the Option Agreement, duly executed by the Purchaser; 

(d)           a
certified copy of resolutions of the directors of the Purchaser (i) authorizing
the execution, delivery and performance of this Agreement by the Purchaser, and
(ii) appointing the nominee of the Vendor to the board of directors of the
Purchaser; 




- 25 - 

(e)           a
certificate executed by the Purchaser certifying that its representations and
warranties contained herein are true and correct as at the Closing Date and the
Purchaser has complied with its covenants pursuant to this Agreement; and 

(f)          
such other documents and instruments, other than those set out in above, as may
be reasonably requested by the Vendor’s Solicitors in order to complete the
transactions set out in this Agreement. 

and delivery of such documents and funds by the Purchaser in
accordance with this §9.3 will be deemed to satisfy the condition precedent set
forth in §8.1(d) . 

PART 10 

TERMINATION 

Termination Rights 

10.1          
This Agreement may, by notice in writing given before or on the Closing, be
terminated: 

(a)           by
mutual consent of the Vendor and the Purchaser; 

(b)           by
the Purchaser in the event that the Audited Financial Statements and the Interim
Financial Statements prepared by the Vendor and Aquos and delivered to the
Purchaser are not acceptable to the Purchaser; 

(c)           by
the Purchaser if any of the conditions precedent in Part 7 have not been
satisfied at or before Closing and the Purchaser has not waived such condition
precedent at or before Closing; 

(d)           by
the Vendor if any of the conditions precedent in Part 8 have not been satisfied
at or before Closing and the Vendor has not waived such condition precedent at
or before Closing; or 

(e)           by
any Party if the Closing has not occurred on or before October 31, 2007, or such
later date as the Parties may agree to in writing, unless the Closing has not
occurred by such date because the Party seeking to terminate this Agreement has
failed to perform any one or more of its obligations or covenants under this
Agreement to be performed at or before Closing. 

Effect of Termination 

10.2          
Each Party’s right of termination under this Part is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of a
right of termination will not be an election of remedies. Nothing in this Part
limits or affects any other rights or causes of action any Party may have with
respect to the representations, warranties, covenants and indemnities in its
favour contained in this Agreement. If a Party waives compliance with any of the
conditions, obligations or covenants contained in this Agreement, the waiver
will be without prejudice to any of its rights of termination in the event of
non-fulfillment, non-observance or non-performance of any other condition,
obligation or covenant in whole or in part. 

10.3          
If this Agreement is terminated pursuant to any provision of §10.1, all
obligations of the Parties under this Agreement will terminate, except if this
Agreement is terminated by a Party because of a breach of this Agreement by the
another Party or because a condition for the benefit of the terminating 




- 26 - 

Party has not been satisfied because the other Party has failed
to perform any of its obligations or covenants under this Agreement which are
reasonably capable of being performed or caused to be performed by such Party,
and the terminating Party’s right to pursue all legal remedies will survive such
termination unimpaired. 

PART 11 

GENERAL 

Governing Law and Attornment 

11.1          
This Agreement will be exclusively governed by, and interpreted and construed in
accordance with, the laws prevailing in the State of Nevada and the parties
irrevocably and unconditionally attorn to the jurisdiction of the courts of the
State of Nevada and all courts having appellate jurisdiction thereover. Each
party hereby irrevocably waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any litigation
directly or indirectly arising out of, under or in connection with this
Agreement. 

Notices 

11.2          
Every notice, request, demand or direction to be given pursuant to this
Agreement must be in writing and must be delivered by hand (e.g. Federal Express
or other reputable courier service) or sent by facsimile transmission or other
similar form of written transmission by electronic means, in each case addressed
as follows: 

	 	(a) 	if to the Purchaser: 
	 	  	  	  
	 	  	                   	Itonis Inc. 
	 	  	                   	Klimentska 10, 110 00 
	 	  	                   	Praque 1, Czech Republic 
	 	  	  	  
	 	  	                 
    	Facsimile: +420 296 578 199 
	 	  	                   	Attention: Mr. Thomas Roberts, President 
	 	  	  	  
	 	  	with a copy to the Purchaser’s
      Solicitors: 
	 	  	  	  
	 	  	                 
    	Lang Michener LLP 
	 	  	                   	1500 – 1055 West Georgia Street 
	 	 		Vancouver, British
  Columbia   
	 	  	                 	V6E 4N7 
	 	  	  	  
	 	  	                   	Facsimile: (604) 893-2669 
	 	  	                   	Attention: Michael Taylor 
	 	  	  	  
	 	(b) 	if to the Vendor or Aquos: 
	 	  	  	  
	 	  	                   	Aquos Media Limited 
	 	  	                   	17J/17th Floor Times Commercial
      Centre 
	 	  	                 
    	Si Toi, 619 Avenida da Praia Grande, 
	 	  	                 
    	Macau SAR 






- 27 - 

	 	Facsimile: +853 2838 9426 
	 	Attention: Mr. Iain Fidlin, Managing Director
    


or to such other address or transmission receiving station in
as specified by a party by notice to each other party. Any notice delivered by
hand or sent by facsimile transmission will be deemed conclusively to have been
effectively given on the day notice was delivered or sent as aforesaid if it was
delivered or sent on a day that was a Business Day at the place of the intended
recipient, or on the next day that is a Business Day at such place if it was
delivered or sent on a day that was not a Business Day at such place. 

Time of Essence 

11.3          
Time is of the essence in the performance of each obligation under this
Agreement. 

Public Notices 

11.4          
The Parties agree that all notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement will be jointly
planned and co-ordinated and no Party will act unilaterally in this regard
without the prior approval of the others, such approval not to be unreasonably
withheld. 

Entire Agreement 

11.5          
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements and understandings, oral or written, including
the Letter of Intent, by and between any of the Parties with respect to the
subject matter hereof. 

Waiver and Consent 

11.6          
No delay or failure by a party to exercise any of its rights under this
Agreement constitutes a waiver of any such right. No consent or waiver, express
or implied, by a party to, or of any breach or default by any other party of,
any or all of its obligations under this Agreement will, 

(a)           be
valid unless it is in writing and stated to be a consent or waiver pursuant to
this Section 11.6; 

(b)           be
relied upon as a consent to or waiver of any other breach or default of the same
or any other obligation; 

(c)          
constitute a general waiver under this Agreement; or 

(d)          
eliminate or modify the need for a specific consent or waiver pursuant to this
Section 11.6 in any other or subsequent instance. 

Severability 

11.7          
If a court of other tribunal of competent jurisdiction determines that any one
or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the 




- 28 - 

remaining provisions contained herein will not in any way be
affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail in its essential purpose. 

Amendments 

11.8          
This Agreement may not be amended except in writing signed by each Party. 

Further Assurances 

11.9          
The Parties will with reasonable diligence, do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party will provide such further
documents or instruments required by the other Party as may be reasonably
necessary or desirable to give effect to the purpose of this Agreement and carry
out its provisions whether before or after the Closing Date. 

Assignment 

11.10          
No Party may assign this Agreement or any rights or obligations under this
Agreement without the prior written consent of the other Parties. 

Enurement 

11.11          
This Agreement and each of the terms and provisions hereof will enure to the
benefit of and be binding upon the Parties and their respective heirs,
executors, administrators, personal representatives, successors and assigns.


Legal Advice

11.12          
The Vendor and Aquos acknowledge and agree that the Purchaser’s Solicitors have
acted as counsel only to the Purchaser and that the Purchaser’s Solicitors are
not protecting the rights and interests of any other Party and that the Vendor
had the opportunity to seek and obtain independent legal advice before the
execution and delivery of this Agreement.




- 29 - 

Counterparts 

11.13          
This Agreement may be executed in any number of counterparts, in original form
or by facsimile, each of which will together, for all purposes, constitute one
and the same instrument, binding on the parties, and each of which will together
be deemed to be an original, notwithstanding that each party is not a signatory
to the same counterpart. 

 

IN WITNESS WHEREOF the Parties have duly executed this
Agreement effective as of the day and year first above written. 

IOCEAN MEDIA LIMITED 

	Per: 	/s/ Andrew Richardson 	 
	  	Authorized Signatory 	 


AQUOS MEDIA LIMITED 

	Per: 	/s/ Andrew Richardson 	 
	  	Authorized Signatory 	 


ITONIS INC.

	Per: 	/s/ Thomas Neal Roberts 	 
	  	Authorized Signatory 	 






SCHEDULE A

Consents and Approvals 

All necessary corporate approvals and resolutions from Aquos
Media Limited. 

All necessary licenses and approvals from Probability China
Limited and its associated companies and subsidiaries to Aquos Media Limited.





SCHEDULE B

Disclosure Schedule 

None




- 2 - 

SCHEDULE C 

Licenses and Permits 

All the licenses and permits for Internet Television
broadcasting and the resale of authorised 
Chinese Lottery Gaming products.
Including: 

IPTV 

1.Registration (Business). Acquired from Industry and Commerce
Administration Bureau and given to the new Aquos/flOw People’s Republic of China
Company. 

2.ICP license. Internet Content Provider (ICP) license is
issued to new Aquos/flOw People’s Republic of China company, issued by the
provincial Bureau of Information Industry (a subsidiary of Ministry of
Information Industry). 

3.Online Broadcasting License. Issued by State Bureau of Video
and Audio Broadcasting, to Pilot Media’s SNTV Company. 

4. Network Culture Operation License issued to new Aquos/flOw
People’s Republic of China company by the Ministry of Culture. 

5..Nationwide SP License issued to new Aquos/flOw People’s
Republic of China company by the Ministry of Information. 

Gaming 

1.Registration (Business). Acquired from Industry and Commerce
Administration Bureau and given to the new Aquos/flOw People’s Republic of China
company. 

2. Lottery resale license, to the Aquos/flOw People’s Republic
of China company by the China Sports Lottery Authority in Shandong. 

3. Franchise License for the exclusive resale of English
Premier League Lottery Tickets on a Television Platform, issued by Probability
China Limited’s People’s Republic of China subsidiary and License holder for the
English Premier League Lottery and Fixed pool gaming. 

In connection with the IPTV Licenses and Permits, Purchaser has
agreed to loan to Vendor the sum of US $100,000, at 8% interest, for securing of
such licenses and permits pursuant to the terms of the loan agreement and
Promissory Note to be executed by Purchaser and Vendor. Such loan agreement
shall include a provision that such loan shall be forgiven, if and when the
gaming business is live and selling tickets. 




- 3 - 

SCHEDULE D 

Material Contracts 

 




- 4 - 

SCHEDULE E

Option Agreement 

 




- 5 - 

SCHEDULE F

Voting Agreement