Filed by Avantafile.com - Homeland Resources Ltd. - Exhibit 10.25









SECURITIES PURCHASE
AGREEMENT  


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of March 6, 2015, by and between HOMELAND
RESOURCES LTD., a Nevada corporation, with headquarters located at 9120
Double Diamond Parkway H269, Reno, NV 89521 (the “Company”), and VIS VIRES
GROUP, INC., a New York corporation, with its address at 111 Great Neck
Road – Suite 216, Great Neck, NY 11021 (the “Buyer”). 


WHEREAS: 


A. The Company and the Buyer are executing and delivering
this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the Securities Act of
1933, as amended (the “1933 Act”); 


B. Buyer desires to purchase and the Company desires to
issue and sell, upon the terms and conditions set forth in this Agreement an 8%
convertible note of the Company, in the form attached hereto as Exhibit A, in
the aggregate principal amount of $16,500.00 (together with any note(s) issued
in replacement thereof or as a dividend thereon or otherwise with respect
thereto in accordance with the terms thereof, the “Note”), convertible into
shares of common stock, $0.0001 par value per share, of the Company (the
“Common Stock”), upon the terms and subject to the limitations and conditions
set forth in such Note. 


C. The Buyer wishes to purchase, upon the terms and
conditions stated in this Agreement, such principal amount of Note as is set
forth immediately below its name on the signature pages hereto; and 


NOW THEREFORE, the Company and the Buyer severally (and not
jointly) hereby agree as follows: 


1. Purchase and Sale of Note. 


a. Purchase of Note.  On the Closing Date (as defined
below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company such principal amount of Note as is set forth
immediately below the Buyer’s name on the signature pages hereto. 



 
b. Form of Payment.  On the Closing Date (as defined
below), (i) the Buyer shall pay the purchase price for the Note to be issued
and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire
transfer of immediately available funds to the Company, in accordance with the
Company’s written wiring instructions, against delivery of the Note in the
principal amount equal to the Purchase Price as is set forth immediately below
the Buyer’s name on the signature pages hereto, and (ii) the Company shall
deliver such duly executed Note on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.  


c. Closing Date.  Subject to the satisfaction (or written
waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Note pursuant to this
Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or
about March 10, 2015, or such other mutually agreed upon time.  The closing of
the transactions contemplated by this Agreement (the “Closing”) shall occur on
the Closing Date at such location as may be agreed to by the parties. 


2. Buyer’s Representations and Warranties.  The Buyer
represents and warrants to the Company that: 


a. Investment Purpose.  As of the date hereof, the Buyer
is purchasing the Note and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Note (including, without limitation, such
additional shares of Common Stock, if any, as are issuable (i) on account of
interest on the Note, (ii) as a result of the events described in Sections 1.3
and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages
Amount (as defined in Section 2(f) below) pursuant to this Agreement, such
shares of Common Stock being collectively referred to herein as the “Conversion
Shares” and, collectively with the Note, the “Securities”) for its own account
and not with a present view towards the public sale or distribution thereof,
except pursuant to sales registered or exempted from registration under the
1933 Act; provided, however, that by making the representations herein, the
Buyer does not agree to hold any of the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities at any time
in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act. 


b. Accredited Investor Status.  The Buyer is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D (an
“Accredited Investor”). 


c. Reliance on Exemptions.  The Buyer understands that
the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and
state securities laws and that the Company is relying upon the truth and
accuracy of, and the Buyer’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Buyer set forth herein in 

2



 
order to determine the availability of such exemptions and the eligibility of
the Buyer to acquire the Securities.


d. Information.  The Buyer and its advisors, if any, have
been, and for so long as the Note remain outstanding will continue to be,
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Buyer or its advisors.  The Buyer and its
advisors, if any, have been, and for so long as the Note remain outstanding
will continue to be, afforded the opportunity to ask questions of the Company. 
Notwithstanding the foregoing, the Company has not disclosed to the Buyer any
material nonpublic information and will not disclose such information unless
such information is disclosed to the public prior to or promptly following such
disclosure to the Buyer.  Neither such inquiries nor any other due diligence
investigation conducted by Buyer or any of its advisors or representatives
shall modify, amend or affect Buyer’s right to rely on the Company’s
representations and warranties contained in Section 3 below.  The Buyer
understands that its investment in the Securities involves a significant degree
of risk. The Buyer is not aware of any facts that may constitute a breach of
any of the Company's representations and warranties made herein. 


e. Governmental Review.  The Buyer understands that no
United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the
Securities. 


f. Transfer or Re-sale.  The Buyer understands that (i)
the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities
may not be transferred unless (a) the Securities are sold pursuant to an
effective registration statement under the 1933 Act, (b) the Buyer shall have
delivered to the Company, at the cost of the Buyer, an opinion of counsel that
shall be in form, substance and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration, which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144
promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer
who agrees to sell or otherwise transfer the Securities only in accordance with
this Section 2(f) and who is an Accredited Investor, (d) the Securities are
sold pursuant to Rule 144, or (e) the Securities are sold pursuant to
Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the
Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion
of counsel that shall be in form, substance and scope customary for opinions of
counsel in corporate transactions, which opinion shall be accepted by the
Company; (ii) any sale of such Securities made in reliance on Rule 144 may be
made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any re-sale of such Securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is 

3



 
defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of
the SEC thereunder; and (iii) neither the Company nor any other person is under
any obligation to register such Securities under the 1933 Act or any state
securities laws or to comply with the terms and conditions of any exemption
thereunder (in each case).  Notwithstanding the foregoing or anything else
contained herein to the contrary, the Securities may be pledged as collateral
in connection with a bona fide margin account or other lending arrangement.   


g. Legends.  The Buyer understands that the Note and,
until such time as the Conversion Shares have been registered under the 1933
Act may be sold pursuant to Rule 144 or Regulation S without any restriction as
to the number of securities as of a particular date that can then be
immediately sold, the Conversion Shares may bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed
against transfer of the certificates for such Securities): 



  
    “NEITHER THE ISSUANCE AND
      SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO
      WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH
      COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
      REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
      RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

  



The legend set forth above
shall be removed and the Company shall issue a certificate without such legend
to the holder of any Security upon which it is stamped, if, unless otherwise
required by applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the 1933 Act or
otherwise may be sold pursuant to Rule 144 or Regulation S without any
restriction as to the number of securities as of a particular date that can
then be immediately sold, or (b) such holder provides the Company with an
opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public sale or
transfer of such Security may be made without 

4



 
registration under the 1933 Act,
which opinion shall be accepted by the Company so that the sale or transfer is
effected.  The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with
applicable prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the Buyer with
respect to the transfer of Securities pursuant to an exemption from
registration, such as Rule 144 or Regulation S, at the Deadline, it will be
considered an Event of Default pursuant to Section 3.2 of the Note. 


h. Authorization; Enforcement. This Agreement has been
duly and validly authorized.  This Agreement has been duly executed and
delivered on behalf of the Buyer, and this Agreement constitutes a valid and
binding agreement of the Buyer enforceable in accordance with its terms. 


i. Residency.  The Buyer is a resident of the
jurisdiction set forth immediately below the Buyer’s name on the signature
pages hereto.  


3. Representations and Warranties of the Company.  The
Company represents and warrants to the Buyer that: 


a. Organization and Qualification.  The Company , is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, with full power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted.  The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such
qualification necessary except where the failure to be so qualified or in good
standing would not have a Material Adverse Effect.  “Material Adverse Effect”
means any material adverse effect on the business, operations, assets,
financial condition or prospects of the Company, if any, taken as a whole, or
on the transactions contemplated hereby or by the agreements or instruments to
be entered into in connection herewith.   


b. Authorization; Enforcement.  (i) The Company has all
requisite corporate power and authority to enter into and perform this
Agreement, the Note and to consummate the transactions contemplated hereby and
thereby and to issue the Securities, in accordance with the terms hereof and
thereof, (ii) the execution and delivery of this Agreement, the Note by the
Company and the consummation by it of the transactions contemplated hereby and
thereby (including without limitation, the issuance of the Note and the
issuance and reservation for issuance of the Conversion Shares issuable upon
conversion or exercise thereof) have been duly authorized by the Company’s
Board of Directors and no further consent or authorization of the Company, its
Board of Directors, or its shareholders is required, (iii) this Agreement has
been duly executed and delivered by the Company by its authorized
representative, and such authorized 

5



 
representative is the true and official
representative with authority to sign this Agreement and the other documents
executed in connection herewith and bind the Company accordingly, and (iv) this
Agreement constitutes, and upon execution and delivery by the Company of the
Note, each of such instruments will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms. 


c. Capitalization.  As of the date hereof, the authorized
capital stock of the Company consists of: (i) 500,000,000 authorized shares of
Common Stock, $0.0001 par value per share, of which 32,471,828 shares are
issued and outstanding; and (ii) 250,000,000 authorized shares of Preferred
Stock, $0.0001 par value per share, of which no shares are issued and
outstanding; no shares are reserved for issuance pursuant to the Company’s
stock option plans, no shares are reserved for issuance pursuant to securities
(other than the Note) exercisable for, or convertible into or exchangeable for
shares of Common Stock and the 1,600,000 shares are reserved for issuance upon
conversion of the Note.  All of such outstanding shares of capital stock are,
or upon issuance will be, duly authorized, validly issued, fully paid and
non-assessable.  No shares of capital stock of the Company are subject to
preemptive rights or any other similar rights of the shareholders of the
Company or any liens or encumbrances imposed through the actions or failure to
act of the Company.  As of the effective date of this Agreement, (i) there are
no outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to, or securities or
rights convertible into or exchangeable for any shares of capital stock of the
Company , or arrangements by which the Company is or may become bound to issue
additional shares of capital stock of the Company, (ii) there are no agreements
or arrangements under which the Company is obligated to register the sale of
any of its or their securities under the 1933 Act and (iii) there are no
anti-dilution or price adjustment provisions contained in any security issued
by the Company (or in any agreement providing rights to security holders) that
will be triggered by the issuance of the Note or the Conversion Shares.  The
Company has furnished to the Buyer true and correct copies of the Company’s
Certificate of Incorporation as in effect on the date hereof (“Certificate of
Incorporation”), the Company’s By-laws, as in effect on the date hereof (the
“By-laws”), and the terms of all securities convertible into or exercisable for
Common Stock of the Company and the material rights of the holders thereof in
respect thereto.  The Company shall provide the Buyer with a written update of
this representation signed by the Company’s Chief Executive on behalf of the
Company as of the Closing Date. 


d. Issuance of Shares.  The Conversion Shares are duly
authorized and reserved for issuance and, upon conversion of the Note in
accordance with its respective terms, will be validly issued, fully paid and
non-assessable, and free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights 

6



 
or
other similar rights of shareholders of the Company and will not impose
personal liability upon the holder thereof. 


e. Acknowledgment of Dilution. The Company understands
and acknowledges the potentially dilutive effect to the Common Stock upon the
issuance of the Conversion Shares upon conversion of the Note.  The Company
further acknowledges that its obligation to issue Conversion Shares upon
conversion of the Note in accordance with this Agreement, the Note is absolute
and unconditional regardless of the dilutive effect that such issuance may have
on the ownership interests of other shareholders of the Company. 


f. No Conflicts.  The execution, delivery and performance
of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without
limitation, the issuance and reservation for issuance of the Conversion Shares)
will not (i) conflict with or result in a violation of any provision of the
Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or an event
which with notice or lapse of time or both could become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture, patent, patent license or instrument
to which the Company is a party, or (iii)  result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self-regulatory
organizations to which the Company or its securities are subject) applicable to
the Company or by which any property or asset of the Company is bound or
affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in
the aggregate, have a Material Adverse Effect).  Neither the Company  is not in
violation of its Certificate of Incorporation, By-laws or other organizational
documents and the Company  is not in default (and no event has occurred which
with notice or lapse of time or both could put the Company in default) under,
and neither the Company has not taken any action or failed to take any action
that would give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is
a party or by which any property or assets of the Company is bound or affected,
except for possible defaults as would not, individually or in the aggregate,
have a Material Adverse Effect. The business of the Company, if any, are not
being conducted, and shall not be conducted so long as the Buyer owns any of
the Securities, in violation of any law, ordinance or regulation of any
governmental entity.  Except as specifically contemplated by this Agreement and
as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency,
regulatory agency, self-regulatory organization or stock market or any third
party in order for it to execute, deliver or perform any of its obligations
under this Agreement, the Note in accordance with the terms hereof or thereof or
to issue and sell the Note in accordance with the terms hereof and to issue the
Conversion Shares upon conversion of the Note.  All consents, authorizations,
orders, filings 

7



 
and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior
to the date hereof.  If the Company is listed on the OTCBB, the Company is not
in violation of the listing requirements of the Over-the-Counter Bulletin Board
(the “OTCBB”) and does not reasonably anticipate that the Common Stock will be
delisted by the OTCBB in the foreseeable future.  The Company are unaware of
any facts or circumstances which might give rise to any of the foregoing.   


g. SEC Documents; Financial Statements.  The Company has
timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the
foregoing filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents (other than exhibits
to such documents) incorporated by reference therein, being hereinafter
referred to herein as the “SEC Documents”).  Upon written request the Company
will deliver to the Buyer true and complete copies of the SEC Documents, except
for such exhibits and incorporated documents.  As of their respective dates,
the SEC Documents complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.  None of the statements made in any such
SEC Documents is, or has been, required to be amended or updated under
applicable law (except for such statements as have been amended or updated in
subsequent filings prior the date hereof).  As of their respective dates, the
financial statements of the Company included in the SEC Documents complied as
to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto.  Such
financial statements have been prepared in accordance with United States
generally accepted accounting principles, consistently applied, during the
periods involved  and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).  Except as set
forth in the financial statements of the Company included in the SEC Documents,
the Company has no liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to October 31, 2014, and
(ii) obligations under contracts and commitments incurred in the ordinary
course of business and not required under generally accepted accounting
principles to be reflected in such financial statements, which, individually or
in the aggregate, are not material to the financial condition or operating
results of the Company. The Company is subject to the reporting requirements of
the 1934 Act. 


h. Absence of Certain Changes.  Except as may be
disclosed in the Company’s filings in Form 8-K made since the date of filing of
the Company’s Form 10-Q for 

8



 
the period ended October 31, 2014, there has been
no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of
operations, prospects or 1934 Act reporting status of the Company or any of its
Subsidiaries. 


i. Absence of Litigation.  There is no action, suit, claim,
proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the
knowledge of the Company , threatened against or affecting the Company, or
their officers or directors in their capacity as such, that could have a
Material Adverse Effect.  Schedule 3(i) contains a complete list and summary
description of any pending or, to the knowledge of the Company, threatened
proceeding against or affecting the Company or any of its Subsidiaries, without
regard to whether it would have a Material Adverse Effect.  The Company is
unaware of any facts or circumstances which might give rise to any of the
foregoing. 


j. Patents, Copyrights, etc.  The Company  owns or
possesses the requisite licenses or rights to use all patents, patent
applications, patent rights, inventions, know-how, trade secrets, trademarks,
trademark applications, service marks, service names, trade names and
copyrights (“Intellectual Property”) necessary to enable it to conduct its
business as now operated (and, as presently contemplated to be operated in the
future); there is no claim or action by any person pertaining to, or proceeding
pending, or to the Company’s knowledge threatened, which challenges the right of
the Company with respect to any Intellectual Property necessary to enable it to
conduct its business as now operated (and, as presently contemplated to be
operated in the future); to the best of the Company’s knowledge, the Company’s
current and intended products, services and processes do not infringe on any
Intellectual Property or other rights held by any person; and the Company is
unaware of any facts or circumstances which might give rise to any of the
foregoing.  The Company have taken reasonable security measures to protect the
secrecy, confidentiality and value of their Intellectual Property. 


k. No Materially Adverse Contracts, Etc.  The Company is
not subject to any charter, corporate or other legal restriction, or any
judgment, decree, order, rule or regulation which in the judgment of the
Company’s officers has or is expected in the future to have a Material Adverse
Effect.  The Company is not a party to any contract or agreement which in the
judgment of the Company’s officers has or is expected to have a Material
Adverse Effect. 


l. Tax Status.  The Company has made or filed all
federal, state and foreign income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in 

9



 
good faith and has set aside on
its books provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply.  There are no unpaid taxes in any material amount claimed to be due by
the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.  The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection
of any foreign, federal, state or local tax.  None of the Company’s tax returns
is presently being audited by any taxing authority. 


m. Certain Transactions.  Except for arm’s length transactions
pursuant to which the Company  makes payments in the ordinary course of
business upon terms no less favorable than the Company could obtain from third
parties and other than the grant of stock options disclosed on Schedule 3(c),
none of the officers, directors, or employees of the Company is presently a
party to any transaction with the Company  (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner. 


n. Disclosure.  All information relating to or concerning
the Company  set forth in this Agreement and provided to the Buyer pursuant to
Section 2(d) hereof and otherwise in connection with the transactions
contemplated hereby is true and correct in all material respects and the
Company has not omitted to state any material fact necessary in order to make
the statements made herein or therein, in light of the circumstances under
which they were made, not misleading.  No event or circumstance has occurred or
exists with respect to the Company  or its  business, properties, prospects,
operations or financial conditions, which, under applicable law, rule or
regulation, requires public disclosure or announcement by the Company but which
has not been so publicly announced or disclosed (assuming for this purpose that
the Company’s reports filed under the 1934 Act are being incorporated into an effective
registration statement filed by the Company under the 1933 Act). 


o. Acknowledgment Regarding Buyer’ Purchase of
Securities.  The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of arm’s length purchasers with respect to this
Agreement and the transactions contemplated hereby.  The Company further
acknowledges that the Buyer is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to this Agreement and
the transactions contemplated hereby and any statement made by the Buyer or any
of its respective representatives or agents in connection with this Agreement
and the transactions contemplated hereby is not advice or a recommendation and
is merely incidental to the Buyer’ purchase of the Securities.  The Company
further represents to the Buyer that the Company’s decision to enter 

10



 
into this
Agreement has been based solely on the independent evaluation of the Company
and its representatives. 


p. No Integrated Offering.  Neither the Company, nor any
of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers
to buy any security under circumstances that would require registration under
the 1933 Act of the issuance of the Securities to the Buyer.  The issuance of
the Securities to the Buyer will not be integrated with any other issuance of
the Company’s securities (past, current or future) for purposes of any
shareholder approval provisions applicable to the Company or its securities. 


q. No Brokers.  The Company has taken no action which
would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the
transactions contemplated hereby.  


r. Permits; Compliance.  The Company is in possession of
all franchises, grants, authorizations, licenses, permits, easements,
variances, exemptions, consents, certificates, approvals and orders necessary
to own, lease and operate its properties and to carry on its business as it is
now being conducted (collectively, the “Company Permits”), and there is no
action pending or, to the knowledge of the Company, threatened regarding
suspension or cancellation of any of the Company Permits.  The Company is not
in conflict with, or in default or violation of, any of the Company Permits,
except for any such conflicts, defaults or violations which, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect.  Since October 31, 2014, the Company has not received any notification
with respect to possible conflicts, defaults or violations of applicable laws,
except for notices relating to possible conflicts, defaults or violations,
which conflicts, defaults or violations would not have a Material Adverse
Effect. 


s. Environmental Matters. 


(i) There are, to the Company’s knowledge, with respect to
the Company or any predecessor of the Company, no past or present violations of
Environmental Laws (as defined below), releases of any material into the
environment, actions, activities, circumstances, conditions, events, incidents,
or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 or similar federal, state, local or
foreign laws and the Company has not received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company’s knowledge,
threatened in connection with any of the foregoing.  The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or
protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata),

11



 
including, without limitation, laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands or
demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations issued, entered, promulgated or approved
thereunder. 


(ii) Other than those that are or were stored, used or disposed
of in compliance with applicable law, no Hazardous Materials are contained on
or about any real property currently owned, leased or used by the Company, and
no Hazardous Materials were released on or about any real property previously
owned, leased or used by the Company during the period the property was owned,
leased or used by the Company, except in the normal course of the Company’s or
any of its Subsidiaries’ business. 


(iii) There are no underground storage tanks on or under any
real property owned, leased or used by the Company  that are not in compliance
with applicable law. 


t. Title to Property.  The Company has good and
marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business
of the Company , in each case free and clear of all liens, encumbrances and
defects except such as are described in Schedule 3(t) or such as would not have
a Material Adverse Effect.  Any real property and facilities held under lease
by the Company  are held by them under valid, subsisting and enforceable leases
with such exceptions as would not have a Material Adverse Effect. 


u. [INTENTIONALLY DELETED]. 


v. Internal Accounting Controls.  The Company maintains a
system of internal accounting controls sufficient, in the judgment of the
Company’s board of directors, to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.


w. Foreign Corrupt Practices.  Neither the Company,  nor
any director, officer, agent, employee or other person acting on behalf of the
Company has, in the 

12



 
course of his actions for, or on behalf of, the Company,
used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any
foreign or domestic government official or employee. 


x. Solvency.  The Company (after giving effect to the
transactions contemplated by this Agreement) is solvent (i.e., its assets have
a fair market value in excess of the amount required to pay its probable
liabilities on its existing debts as they become absolute and matured) and
currently the Company has no information that would lead it to reasonably
conclude that the Company would not, after giving effect to the transaction
contemplated by this Agreement, have the ability to, nor does it intend to take
any action that would impair its ability to, pay its debts from time to time
incurred in connection therewith as such debts mature.  The Company did not
receive a qualified opinion from its auditors with respect to its most recent
fiscal year end and, after giving effect to the transactions contemplated by
this Agreement, does not anticipate or know of any basis upon which its
auditors might issue a qualified opinion in respect of its current fiscal year.



y. No Investment Company.  The Company is not, and upon
the issuance and sale of the Securities as contemplated by this Agreement will
not be an “investment company” required to be registered under the Investment
Company Act of 1940 (an “Investment Company”).  The Company is not controlled
by an Investment Company. 


z. Breach of Representations and Warranties by the
Company.  If the Company breaches any of the representations or warranties set
forth in this Section 3, and in addition to any other remedies available to the
Buyer pursuant to this Agreement, it will be considered an Event of default
under Section 3.4 of the Note. 


4. COVENANTS. 


a. Best Efforts.  The parties shall use their best
efforts to satisfy timely each of the conditions described in Section 6 and 7
of this Agreement.   


b. Form D; Blue Sky Laws.  The Company agrees to file a
Form D with respect to the Securities as required under Regulation D and to
provide a copy thereof to the Buyer promptly after such filing.  The Company
shall, on or before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Securities for sale to the Buyer at the
applicable closing pursuant to this Agreement under applicable securities or
“blue sky” laws of the states of the United States (or to obtain an exemption
from such

13



 
qualification), and shall provide evidence of any such action so
taken to the Buyer on or prior to the Closing Date. 


c. Use of Proceeds.  The Company shall use the proceeds
for general working capital purposes. 


d. [INTENTIONALLY DELETED].


e. Expenses.  At the Closing, the Company shall reimburse
Buyer for expenses incurred by them in connection with the negotiation,
preparation, execution, delivery and performance of this Agreement and the
other agreements to be executed in connection herewith (“Documents”),
including, without limitation, reasonable attorneys’ and consultants’ fees and
expenses, transfer agent fees, fees for stock quotation services, fees relating
to any amendments or modifications of the Documents or any consents or waivers
of provisions in the Documents, fees for the preparation of opinions of
counsel, escrow fees, and costs of restructuring the transactions contemplated
by the Documents.  When possible, the Company must pay these fees directly,
otherwise the Company must make immediate payment for reimbursement to the
Buyer for all fees and expenses immediately upon written notice by the Buyer or
the submission of an invoice by the Buyer. The Company’s maximum obligation
with respect to this transaction is to reimburse Buyer’ expenses shall be $500.



f. Financial Information.  Upon written request the
Company agrees to send or make available the following reports to the Buyer
until the Buyer transfers, assigns, or sells all of the Securities: (i) within
ten (10) days after the filing with the SEC, a copy of its Annual Report on
Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form
8-K; (ii) within one (1) day after release, copies of all press releases issued
by the Company; and (iii) contemporaneously with the making available or giving
to the shareholders of the Company, copies of any notices or other information
the Company makes available or gives to such shareholders. 


g. [INTENTIONALLY DELETED] 


h. Listing.  The Company shall promptly secure the
listing of the Conversion Shares upon each national securities exchange or
automated quotation system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance) and, so long as the Buyer owns
any of the Securities, shall maintain, so long as any other shares of Common
Stock shall be so listed, such listing of all Conversion Shares from time to
time issuable upon conversion of the Note.  The Company will obtain and, so
long as the Buyer owns any of the Securities, maintain the listing and trading
of its Common Stock on the OTCBB or any equivalent replacement exchange or
electronic quotation system (including but not limited to the Pink Sheets
electronic quotation system) and will comply in all respects with the Company’s 

14



 
reporting, filing and other obligations under the bylaws or rules of the
Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as
applicable.  The Company shall promptly provide to the Buyer copies of any notices
it receives from the OTCBB and any other exchanges or electronic quotation
systems on which the Common Stock is then traded regarding the continued
eligibility of the Common Stock for listing on such exchanges and quotation
systems. 


i. Corporate Existence.  So long as the Buyer
beneficially owns any Note, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except in
the event of a merger or consolidation or sale of all or substantially all of
the Company’s assets, where the surviving or successor entity in such
transaction (i) assumes the Company’s obligations hereunder and under the
agreements and instruments entered into in connection herewith and (ii) is a
publicly traded corporation whose Common Stock is listed for trading on the
Pink Sheets, OTCQX, OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX. 


j. No Integration.  The Company shall not make any offers
or sales of any security (other than the Securities) under circumstances that
would require registration of the Securities being offered or sold hereunder
under the 1933 Act or cause the offering of the Securities to be integrated
with any other offering of securities by the Company for the purpose of any
stockholder approval provision applicable to the Company or its securities. 


k. Breach of Covenants.  If the Company breaches any of
the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered
an event of default under Section 3.4 of the Note. 


l. Failure to Comply with the 1934 Act.  So long as the
Buyer beneficially owns the Note, the Company shall comply with the reporting
requirements of the 1934 Act; and the Company shall continue to be subject to
the reporting requirements of the 1934 Act. 


m. Trading Activities.  Neither the Buyer nor its
affiliates has an open short position in the common stock of the Company and
the Buyer agree that it shall not, and that it will cause its affiliates not
to, engage in any short sales of or hedging transactions with respect to the
common stock of the Company.   


5. Transfer Agent Instructions.  The Company shall issue
irrevocable instructions to its transfer agent to issue certificates, registered
in the name of the Buyer or its nominee, for the Conversion Shares in such
amounts as specified from time to time by the Buyer to the Company upon
conversion of the Note in accordance with the terms thereof (the

15



 
“Irrevocable
Transfer Agent Instructions”).  In the event that the Borrower proposes to
replace its transfer agent, the Borrower shall provide, prior to the effective
date of such replacement, a fully executed Irrevocable Transfer Agent
Instructions in a form as initially delivered pursuant to the Purchase
Agreement (including but not limited to the provision to irrevocably reserve
shares of Common Stock in the Reserved Amount) signed by the successor transfer
agent to Borrower and the Borrower. Prior to registration of the Conversion
Shares under the 1933 Act or the date on which the Conversion Shares may be
sold pursuant to Rule 144 without any restriction as to the number of
Securities as of a particular date that can then be immediately sold, all such
certificates shall bear the restrictive legend specified in Section 2(g) of
this Agreement.  The Company warrants that: (i) no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop
transfer instructions to give effect to Section 2(f) hereof (in the case of the
Conversion Shares, prior to registration of the Conversion Shares under the
1933 Act or the date on which the Conversion Shares may be sold pursuant to
Rule 144 without any restriction as to the number of Securities as of a
particular date that can then be immediately sold), will be given by the
Company to its transfer agent and that the Securities shall otherwise be freely
transferable on the books and records of the Company as and to the extent
provided in this Agreement and the Note; (ii) it will not direct its transfer
agent not to transfer or delay, impair, and/or hinder its transfer agent in
transferring (or issuing)(electronically or in certificated form) any
certificate for Conversion Shares to be issued to the Buyer upon conversion of
or otherwise pursuant to the Note as and when required by the Note and this
Agreement; and (iii) it will not fail to remove (or directs its transfer agent
not to remove or impairs, delays, and/or hinders its transfer agent from
removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any Conversion Shares issued to the
Buyer upon conversion of or otherwise pursuant to the Note as and when required
by the Note and this Agreement.  Nothing in this Section shall affect in any
way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to
comply with all applicable prospectus delivery requirements, if any, upon
re-sale of the Securities.  If the Buyer provides the Company, at the cost of
the Buyer, with (i) an opinion of counsel in form, substance and scope
customary for opinions in comparable transactions, to the effect that a public
sale or transfer of such Securities may be made without registration under the
1933 Act and such sale or transfer is effected or (ii) the Buyer provides
reasonable assurances that the Securities can be sold pursuant to Rule 144, the
Company shall permit the transfer, and, in the case of the Conversion Shares,
promptly instruct its transfer agent to issue one or more certificates, free
from restrictive legend, in such name and in such denominations as specified by
the Buyer.  The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Buyer, by vitiating the intent and
purpose of the transactions contemplated hereby.  Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Section 5 may be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section, that the Buyer shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate transfer, without the necessity
of showing economic loss and without any bond or other security being required.


16



 
6. Conditions to the Company’s Obligation to Sell.  The
obligation of the Company hereunder to issue and sell the Note to the Buyer at
the Closing is subject to the satisfaction, at or before the Closing Date of
each of the following conditions thereto, provided that these conditions are
for the Company’s sole benefit and may be waived by the Company at any time in
its sole discretion: 


a. The Buyer shall have executed this Agreement and
delivered the same to the Company. 


b. The Buyer shall have delivered the Purchase Price in
accordance with Section 1(b) above. 


c. The representations and warranties of the Buyer shall
be true and correct in all material respects as of the date when made and as of
the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and the Buyer shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Buyer at or prior to the Closing Date.  


d. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of
competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of
the transactions contemplated by this Agreement. 


7. Conditions to The Buyer’s Obligation to Purchase.  The
obligation of the Buyer hereunder to purchase the Note at the Closing is
subject to the satisfaction, at or before the Closing Date of each of the
following conditions, provided that these conditions are for the Buyer’s sole
benefit and may be waived by the Buyer at any time in its sole discretion: 


a. The Company shall have executed this Agreement and
delivered the same to the Buyer. 


b. The Company shall have delivered to the Buyer the duly
executed Note (in such denominations as the Buyer shall request) in accordance
with Section 1(b) above. 


c. The Irrevocable Transfer Agent Instructions, in form
and substance , shall have been delivered to and acknowledged in writing by the
Company’s Transfer Agent. 

17



 
d. The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at such time (except for representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date.  The Buyer
shall have received a certificate or certificates, executed by the chief
executive officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by
the Buyer including, but not limited to certificates with respect to the
Company’s Certificate of Incorporation, By-laws and Board of Directors’
resolutions relating to the transactions contemplated hereby. 


e. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of
competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of
the transactions contemplated by this Agreement. 


f. No event shall have occurred which could reasonably be
expected to have a Material Adverse Effect on the Company including but not
limited to a change in the 1934 Act reporting status of the Company or the
failure of the Company to be timely in its 1934 Act reporting obligations. 


g. The Conversion Shares shall have been authorized for
quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not
have been suspended by the SEC or the OTCBB. 


h. The Buyer shall have received an officer’s certificate
described in Section 3(c) above, dated as of the Closing Date. 


8. Governing Law; Miscellaneous. 


a. Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws.  Any action brought by either party
against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of New York or in the federal courts
located in the state and county of Nassau.  The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens.  The Company
and Buyer waive trial by jury.  The prevailing 

18



 
party shall be entitled to
recover from the other party its reasonable attorney's fees and costs.  In the
event that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.   Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. 
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law. 


b. Counterparts.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other
party.   


c. Headings.  The headings of this Agreement are for
convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement. 


d. Severability.  In the event that any provision of this
Agreement is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law.  Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision hereof. 


e. Entire Agreement; Amendments.  This Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to
such matters.  No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the majority in interest of the
Buyer. 


f. Notices.  All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with 

19



 
charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice.  Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by
the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur. 
The addresses for such communications shall be:   


	 	If to the Company, to:


	 	HOMELAND RESOURCES LTD.
3395 S. Jones Boulevard
Las Vegas, NV 89146
Attn: David St. James, Secretary
facsimile: [enter fax number]



	 	With a copy by fax only to (which copy shall not constitute notice):


	 	Northwest Law Group
Attn: Stephen O’Neill
595 Howe Street, Suite 704
Vancouver, BC  V6C 2T5
facsimile: (604) 687-6560
e-mail:  son@stockslaw.com



	 	If to the Buyer:


	 	VIS VIRES GROUP, INC.
111 Great Neck Road – Suite 216
Great Neck, NY   11021
Attn: Curt Kramer, President 
e-mail: info@visviresgroup.com



	 	With a copy by fax only to (which copy shall not constitute notice):


	 	Naidich Wurman Birnbaum & Maday LLP
Attn: Judah A. Eisner, Esq.
facsimile: 516-466-3555





Each party shall provide notice
to the other party of any change in address.

20



 
g. Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns.  Neither the Company nor the Buyer shall assign this Agreement or any
rights or obligations hereunder without the prior written consent of the
other.  Notwithstanding the foregoing, subject to Section 2(f), the Buyer may
assign its rights hereunder to any person that purchases Securities in a
private transaction from the Buyer or to any of its “affiliates,” as that term
is defined under the 1934 Act, without the consent of the Company. 


h. Third Party Beneficiaries.  This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person. 


i. Survival.  The representations and warranties of the
Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation
conducted by or on behalf of the Buyer.  The Company agrees to indemnify and
hold harmless the Buyer and all their officers, directors, employees and agents
for loss or damage arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and covenants set
forth in this Agreement or any of its covenants and obligations under this
Agreement, including advancement of expenses as they are incurred. 


j. Publicity.  The Company, and the Buyer shall have the
right to review a reasonable period of time before issuance of any press
releases, SEC, OTCBB or FINRA filings, or any other public statements with
respect to the transactions contemplated hereby; provided, however, that the
Company shall be entitled, without the prior approval of the Buyer, to make any
press release or SEC, OTCBB (or other applicable trading market) or FINRA
filings with respect to such transactions as is required by applicable law and
regulations (although the Buyer shall be consulted by the Company in connection
with any such press release prior to its release and shall be provided with a
copy thereof and be given an opportunity to comment thereon). 


k. Further Assurances.  Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby. 


l. No Strict Construction.  The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied
against any party. 

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ginocardinal@yahoo.ca 

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