EXHIBIT
        10.1

      


      ASSET
        PURCHASE AGREEMENT

      


      This
        Asset Purchase Agreement (this “Agreement”),
        dated
        January 23, 2006, is made between Massimiliano Pozzoni (“Seller”),
        Ameriprint International Ltd., a Nevada corporation (the “Buyer”),
        and
        Kevin Moe, the sole officer and director of Buyer (“KM”).

      


      RECITALS

      


      WHEREAS,
        State of Alaska Oil and Gas Leases ADL 389208, 389932, 390087, 390383, 390567
        and 390572 (hereinafter called the “Issued Leases”), are owned by Seller;
        and

      


      WHEREAS,
        State of Alaska Oil and Gas Leases ADL 390722, 390723 and 390745 (hereinafter
        called the “Un-issued Leases”), have not been issued by the State of Alaska as
        of the date of this Agreement, but Seller owns the rights to said Un-issued
        Leases, which Seller contemplates will be issued at a date subsequent to
        the
        Closing (as hereinafter defined); and

      


      WHEREAS,
        for the purposes of this Agreement, the Issued Leases and the Un-issued Leases
        are hereinafter collectively referred to as the “Leases” or the “Assets”;
        and

      


      WHEREAS,
        Seller desires to sell and convey to Buyer, and Buyer desires to purchase
        and
        acquire from Seller, the Leases upon the terms and conditions hereinafter
        provided for in this Agreement; and

      


      WHEREAS,
        capitalized terms used, and not otherwise defined, in this Agreement shall
        have
        the meanings assigned to such terms in Section 7.1(a).

      


      NOW,
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the parties agree as follows:

      


      ARTICLE
        I

      


      TRANSFER
        OF ASSETS

      


      Section
        1.1     Sale and Purchase of the
        Leases.
        Upon
        the terms and subject to the conditions set forth in this Agreement, at the
        Closing, the Seller shall sell, convey, assign, deliver and transfer to the
        Buyer, all of its rights, title and interest in the Leases and the Buyer
        shall
        buy and take possession of, all of the Sellers’ right, title and interest in and
        to the Leases. Buyer acknowledges and agrees that the non-issuance of the
        Un-issued Leases shall not be considered a title defect for purposes of this
        Agreement.

      


      ARTICLE
        II

      


      PURCHASE
        PRICE

      


      Section
        2.1     Purchase
        Price. As
        consideration for the Leases and the covenants and agreements of the Seller
        made
        herein, the Buyer shall, at the Closing, issue to Seller a stock certificate
        representing 2,000,000 fully paid and non-assessable shares of Buyer’s common
        stock (the “Purchase Price”).

        
          
            
            

          

          
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      ARTICLE
        III

      


      REPRESENTATIONS
        AND WARRANTIES OF THE SELLER

      


      The
        Seller represents and warrants to the Buyer and KM as follows:

      


      Section
        3.1     Due
        Authorization.
        The
        Seller is the legal and beneficial owner of the Assets and has all necessary
        power and authority to enter into this Agreement and the other Transaction
        Documents and to consummate the
        transactions contemplated hereunder and thereunder. The execution, delivery
        and
        performance of this Agreement and the other Transaction Documents to be executed
        and delivered by the Seller and the consummation by the Seller of the
        transactions contemplated hereunder and thereunder have been duly and validly
        authorized by all necessary action on the part of the Seller.
        This
        Agreement has been and the other Transaction Documents have been or will
        be, as
        applicable, duly executed and delivered by the Seller and, assuming the due
        authorization, execution and delivery hereof by the Buyer, constitute, or
        will
        constitute, as applicable legal, valid and binding agreements of the
        Sellers.

      


      Section
        3.2     Non-Contravention.
        The
        execution, delivery and performance by the Seller of this Agreement and the
        other Transaction Documents and the consummation of the transactions
        contemplated hereby and thereby do not and will not (a)  require any
        consent or other action by any Person under, constitute a default under or
        give
        rise to a right of termination, cancellation, change of any right or obligation,
        acceleration of any right or obligation or loss of any benefit or material
        adverse modification of the effect of, under any provision of any Contract,
        agreement or other instrument to which the Seller is a party or that is binding
        upon the Seller, or (b) violate, conflict with or result in any breach,
        default or contravention of (with due notice or lapse of time or both), or
        the
        creation or imposition of any lien, claim, encumbrance, preference, right
        or
        security interest (collectively, “Liens”).

      


      Section
        3.3     Finders
        and Investment Bankers.
        There
        is no broker, finder or other intermediary who has been retained by or is
        authorized to act on behalf of the Seller who might be entitled to any fee
        or
        commission in connection with the transactions contemplated by this Agreement
        and the other Transaction Documents. 

      


      Section
        3.4     Accuracy
        of Statements.
        The
        representations and warranties of the Seller contained in this Agreement,
        taken
        together and as modified by any Exhibits or Schedules do not contain any
        untrue
        statement of a material fact and do not omit to state a material fact that
        would
        make the representations and warranties untrue in a material
        respect.

      


      Section
        3.5     Issued
        Leases.
        The
        Issued Leases are in full force and effect, and Seller has or will have as
        of
        the Closing fully complied with all of the terms and provisions thereof which
        it
        is obligated to perform for all periods up to the Closing. Seller has the
        right
        to assign and convey or cause to be assigned and conveyed the Issued Leases,
        all
        of which shall be free and clear of any liens and encumbrances and provide
        for a
        net revenue interest to Seller of not less than 87.5% prior to reservation
        of an
        overriding royalty equal to five percent (5%).



      
        
          
          

        

        
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      Section
        3.6     Un-issued
        Leases.
        At such
        time as the Un-issued Leases are issued, Seller shall own or otherwise have
        the
        right to assign and convey or cause to be assigned and conveyed the Un-issued
        Leases, all of which shall be free and clear of any liens and encumbrances
        and
        provide for a net revenue interest to Seller of not less than 87.5% prior
        to
        reservation of an overriding royalty equal to five percent (5%).

      


      Section
        3.7     No
        Litigation.
        There
        is no litigation or governmental investigation or proceeding pending or,
        to the
        knowledge of the Seller, threatened affecting the Leases or which would have
        the
        effect of restraining or prohibiting any of the transactions contemplated
        by
        this Agreement.

      


      Section
        3.8     Independent
        Investigation.
        Seller
        has relied upon its own independent investigation and Seller has made such
        investigation of the Leases as Seller deemed appropriate under the
        circumstances. Seller has not been given any oral or written representations
        or
        assurances from any other person other than as set forth herein.

      


      Section
        3.9     No
        Other Representations.
        Except
        as specifically set forth in this Article III, the Seller has not made, and
        the Buyer agrees it has not relied upon, any other representations or
        warranties, whether expressed or implied.

      


      ARTICLE
        IV

      


      REPRESENTATIONS
        AND WARRANTIES 

      OF
        THE BUYER
        AND KM

      


      Buyer
        and
        KM represent and warrant to the Seller as follows:

      


      Section
        4.1     Corporate
        Existence and Power.
        Buyer
        is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of its jurisdiction of incorporation and all other jurisdictions in
        which
        it is required to be qualified to engage in business, and has all requisite
        corporate power and authority to own, lease and operate its properties and
        to
        carry on its business substantially as now conducted, except where the failure
        to do so would not have, individually or in the aggregate, a Buyer Material
        Adverse Effect. For purposes of this Agreement, the term “Buyer
        Material Adverse Effect”
means
        any event, change, occurrence, circumstance or development which has had
        or, to
        the Knowledge of the Buyer, would have a material adverse effect on the
        condition (financial or otherwise), business, assets or results of operations
        of
        the Buyer, or that materially adversely affects the ability of the Buyer
        to
        consummate the transactions contemplated by this Agreement and the other
        Transaction Documents or materially impairs or delays the Buyer’s ability to
        perform its obligations hereunder and thereunder.

      


      Section
        4.2     Corporate
        Authorization.
        Buyer
        has all necessary corporate power and authority to enter into this Agreement
        and
        the other Transaction Documents and to consummate the transactions contemplated
        hereunder and thereunder. The board of directors of the Buyer has approved
        this
        Agreement and the other Transaction Documents and the transactions contemplated
        hereby and thereby, and no further corporate or stockholder action is required
        on the part of the Buyer in connection with the consummation
        of the transactions contemplated by this Agreement and the other Transaction
        Documents. The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents to be executed and delivered by the Buyer and the consummation
        by
the
        Buyer
        of the transactions contemplated hereunder
        and thereunder have been duly and validly authorized by all necessary corporate
        action on the part of the
        Buyer. This Agreement has been and the other Transaction Documents have been,
        or
        will be, as applicable, duly executed and delivered by the Buyer and, assuming
        the due authorization, execution and delivery hereof by the Sellers, constitute,
        or will constitute, as applicable, legal, valid and binding agreements of
        the
        Buyer.

        
          
            
            

          

          
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      Section
        4.3     Governmental
        Authorization.
        The
        execution, delivery and performance by the Buyer of this Agreement and the
        other
        Transaction Documents and the consummation by the Buyer of the transactions
        contemplated hereby and thereby do not require any consent, approval,
        compliance, exemption, authorization or permit of or other action by, or
        filing
        with, any Governmental Authority, other than such requirements which have
        already been completed, filings and approvals which are not required prior
        to
        the consummation of the transactions contemplated by this Agreement and the
        other Transaction Documents or where the failure of any such consent, approval,
        compliance, exemption, authorization or permit to be obtained, action to
        be
        taken or filing to be made would not have, individually or in the aggregate,
        a
        Buyer Material Adverse Effect.

      


      Section
        4.4     Non-Contravention.
        The
        execution, delivery and performance by the Buyer of this Agreement and the
        other
        Transaction Documents and the consummation of the transactions contemplated
        hereby and thereby do not and will not (a) contravene or conflict with or
        result in any violation or breach of any provision of the certificate of
        incorporation or bylaws of the Buyer, (b) assuming compliance with the
        matters referred to in Section 4.3, contravene or conflict with or result
        in a violation or breach of any provision of any Requirement of Law or Order
        binding upon or applicable to the Buyer, or (c) require any consent or
        other action by any Person under, constitute a default under or give rise
        to a
        right of termination, cancellation or acceleration of any right or obligation
        or
        to the loss of any benefit or material adverse modification of the effect
        (including an increase in the price paid by, or cost to, the Buyer) of, or
        under
        any provision of any agreement or other instrument to which any Buyer is
        a party
        or that is binding upon any Buyer or any license, franchise, permit or other
        similar authorization held by any Buyer or (d) violate, conflict with or
        result in any breach, default or contravention of (with due notice or lapse
        of
        time or both), or the creation or imposition of any Liens on any asset of
        the
        Buyer or that would not have, individually or in the aggregate, a Buyer Material
        Adverse Effect.

      


      Section
        4.5     Financial
        Condition.
        The
        Buyer has delivered to the Seller true and correct copies of (i) the
        audited financial statements of Buyer for the fiscal year ended April 30,
        2005 (the “Buyer
        Annual Financials”)
        and
        (ii) the unaudited financial statements of the Buyer for the fiscal
        quarters ended July 31, 2005 and October 31, 2005 (the “Buyer
        Interim Financials”).
        The
        Buyer Annual Financials and the Buyer Interim Financials have been prepared
        in
        accordance with GAAP
        and
        present fairly in all material respects the combined or consolidated financial
        condition (as applicable) of the applicable entities, as the case may be,
        as of
        the dates thereof, and the combined or consolidated results of operations
        (as
        applicable) of the applicable entities for the period then ended.


      
        
          
          

        

        
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      Section
        4.6     Absence
        of Certain Changes.
        Since
        October 31, 2005, the Buyer has operated its business, in all material respects,
        in the ordinary course consistent with past practices, and there has not
        been a
        Buyer Material Adverse Effect.

      


      Section
        4.7     Litigation.
        No
        litigation (including derivative actions), arbitration proceeding or
        governmental investigation or proceeding is pending or, threatened against
        the
        Buyer or any of Buyer’s officers or directors which, if adversely determined,
        would reasonably be expected to have a Buyer Material Adverse Effect.


      


      Section
        4.8     Taxes.
        The
        Buyer has timely filed all Tax Returns and reports required to be filed by
        it
        and has paid all Taxes as shown to be owed on such returns and
        reports.

      


      Section
        4.9     Title
        to Properties; Leases.
        The
        Buyer has good and marketable title to, or in the case of leased property
        and
        assets, valid leasehold interests in, all of its tangible personal properties
        and assets used or held for use in the conduct of its business, and such
        properties and assets are free and clear of any Liens.

      


      Section
        4.10     Compliance
        with Laws; Government Approvals.

      


      (a)     The
        Buyer is in compliance with any Requirement of Law, Order, permit, license
        or
        other governmental authorization or approval applicable to its business or
        by
        which any of its properties, assets or operations of its business is bound
        or
        affected, except for failures to comply or violations that would not have,
        individually or in the aggregate, a Buyer Material Adverse Effect. To the
        Buyer’s and KM’s Knowledge, since October 31, 2005 the Buyer, in the operation
        of its business, has not violated any applicable Requirement of Law, Order,
        permit, license or other governmental authorization or approval, except for
        violations which, individually or in the aggregate, would not have a Buyer
        Material Adverse Effect. 

      


      (b)     The
        Buyer holds all Orders and all consents, permits, licenses, variances,
        exemptions and approvals from Governmental Authorities that are material
        to the
        operation of its business. The Buyer is in compliance with the terms of such
        consents, permits, licenses, variances, exemptions, orders and approvals,
        except
        where the failure to so comply would not have, individually or in the aggregate,
        a Buyer Material Adverse Effect.

      


      Section
        4.11     Environmental
        Matters.

      


      (a)     The
        Buyer has complied with and is in compliance with all Environmental Laws
        applicable to its business, except for such instances of noncompliance that
        would not have, individually or in the aggregate, a Buyer Material Adverse
        Effect;

      


      (b)     The
        Buyer holds and has held all permits required pursuant to Environmental Laws
        in
        connection with its business and is and has been in compliance with such
        permits, except for the failure to hold such permits and such instances of
        noncompliance that would not have, individually or in the aggregate, a Buyer
        Material Adverse Effect; and 

      


      (c)     There
        is no action, suit, claim, investigation or proceeding (whether judicial,
        arbitral, administrative or other) pending or, to the Buyer’s or KM’s Knowledge
        threatened against Buyer pursuant to Environmental Laws that would have,
        individually or in the aggregate, a Buyer Material Adverse Effect.

        
          
            
            

          

          
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      Section
        4.12     Insurance.
        The
        Buyer is covered by insurance in scope and amount customary and reasonable
        for
        the conduct of its business.

      


      Section
        4.13     Accuracy
        of Statements.
        The
        representations and warranties of the Buyer contained in this Agreement,
        taken
        together and as modified by any Schedules or Exhibits, do not contain any
        untrue
        statement of a material fact and do not omit to state a material fact that
        would
        make the representations and warranties untrue in a material
        respect.

      


      Section
        4.14     Securities
        and Exchange Commission Filings.
        The
        Buyer has
        filed
        all forms, reports, schedules, statements and other documents (including
        all
        exhibits, annexes, supplements and amendments to such documents) required
        to be
        filed by it under the Securities Exchange Act of 1934, as amended (the
“Exchange
        Act”)
        and
        the Securities Act of 1933, as amended (the “Securities
        Act”),
        (such
        documents shall be referred to herein as, the “SEC
        Reports”).
        The
        SEC Reports, including any financial statements or schedules included or
        incorporated therein by reference, at the time they were filed, (i) complied
        in
        all material respects with the requirements of the Exchange Act or the
        Securities Act or both, as the case may be, applicable to those SEC Reports
        and
        (ii) did not contain any untrue statement of a material fact or omit to state
        a
        material fact required to be stated or necessary in order to make the statements
        made in those SEC Reports, in the light of the circumstances under which
        they
        were made, not misleading.

      


      Section
        4.15     Finders
        and Investment Bankers.
        There
        is no broker, finder or other intermediary who has been retained by or is
        authorized to act on behalf of the Buyer who might be entitled to any fee
        or
        commission in connection with the transactions contemplated by this Agreement
        and the other Transaction Documents.

      


      Section
        4.16     No
        Other Representations.
        Except
        as specifically set forth in this Article IV, the Buyer has not made, and
        the Seller agrees that it has not relied upon, any other representations
        or
        warranties, whether expressed or implied.

      


      Section
        4.17     Buyer
        Reliance.
        The
        Buyer acknowledges that it and its representatives have had a reasonable
        opportunity to meet with the Seller to discuss the Assets
        and that
        it has relied upon its own independent investigation of the Assets in reaching
        the determination to purchase the Assets. The Buyer acknowledges that neither
        the Seller nor any other person has made any representation or warranty,
        expressed or implied, as to the accuracy
        or completeness of any information regarding the Assets
        furnished or made available to the Buyer and its representatives, except
        as
        expressly set forth in this Agreement.

      


      Section
        4.18     No
        Material Liabilities or Obligations.
        Buyer
        has no material liabilities or future obligations contingent, contractual
        or
        otherwise including but not limited to notes payable and accounts payable
        and is
        not a party to any executory agreements.

      


      Section
        4.19     OTCBB
        Listing.
        Buyer’s
        common stock is traded on the NASD OTC Bulletin Board and is not subject
        to any
        notice of suspension or delisting.

        
          
            
            

          

          
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      Section
        4.20     Buyer
        Not Subject To Bankruptcy.
        Buyer
        is not and has not been the subject of any voluntary or involuntary bankruptcy
        proceedings.

      


      Section
        4.21     Capitalization
        of Buyer.
        Buyer
        has 10,000,000 shares of common stock and 0 shares of preferred stock issued
        and
        outstanding and has no outstanding options, warrants or other securities
        exercisable or convertible into shares of Buyer’s common or preferred
        stock.

      


      Section
        4.22     Blank
        Check Company Status; Shell Company Status.
        Buyer
        is not a “blank check company” as such term is defined by Rule 419 of the
        Securities Act and has never offered any securities pursuant to Rule 419
        of the
        Securities Act. Buyer is not a “shell company” as defined in SEC Release No.
        33-8587.

      


      Section
        4.23     Discontinuance
        of Present Operations.
        Should
        it choose to do so, Buyer can discontinue all of its present business operations
        without any Buyer Material Adverse Effect.

      


      Section
        4.24     Minute
        Book.
        Buyer’s
        Minute Book is accurate, complete and up to date.

      


      ARTICLE
        B

      


      COVENANTS

      


      Section
        5.1     Confidentiality.
        Seller,
        Buyer and KM acknowledge that the transactions described herein are of a
        confidential nature and each of Seller, Buyer and KM agrees not to disclose
        any
        of such confidential information, except to (i) their respective legal,
        financial, and accounting advisors, (ii) their lenders, shareholders, officers,
        and directors, or (iii) as required by law.

      


      Section
        5.2     Further
        Assurances.

      


      (a)     From
        time to time following the Closing, at the request of any of the parties
        and
        without further consideration, the Buyer or the Seller, as the case may be,
        shall cause their applicable Affiliates to, execute and deliver such further
        documents, perform such further acts, and fully cooperate with each other,
        as
        may be reasonably necessary in order to effectively transfer and convey the
        Assets to the Buyer on the terms herein contained, and to otherwise comply
        with
        the terms of this Agreement and the other Transaction Documents.

      


      Each
        of
        the parties shall, as promptly as practicable after the Closing Date, make
        all
        filings required to be made by it under any Requirement of Law relating to
        the
        transactions contemplated by this Agreement and shall cooperate with the
        other
        parties with respect to such filings. 

      


      Section
        5.3     Indemnification.

      


      (a)     The
        Seller agrees to indemnify and hold harmless the Buyer (and its directors,
        officers, managers, members, employees, successors and assigns, referred
        to
        collectively herein as the “Buyer
        Indemnified Parties”)
        from
        and against any Losses arising out of or relating to any breach by the Seller
        of
        any representation, warranty, covenant or agreement of the Seller pursuant
        to
        this Agreement.

        
          
            
            

          

          
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      (b)     The
        Buyer agrees to indemnify and hold harmless the Sellers (and its directors,
        officers, managers, members, employees, successors and assigns, referred
        to
        collectively herein as the “Seller
        Indemnified Parties”,
        and
        together with the Buyer Indemnified Parties, the “Indemnitees”)
        from
        and against any Losses arising
        out of
        or
        relating to any breach by the Buyer of any representation, warranty, covenant
        or
        agreement of the Buyer pursuant to this Agreement

      


      Section
        5.4     Indemnification
        Procedures.

      


      (a)     Promptly
        after discovery or receipt by any Indemnitee of notice of any demand, claim
        or
        circumstance which would or might give rise to a claim or the commencement
        (or
        threatened commencement) of any action, proceeding or investigation (an
“Asserted
        Liability”)
        that
        may result in Losses, the Indemnitee shall give written notice thereof (the
        “Claims
        Notice”)
        to the
        Person or Persons obligated to provide indemnification pursuant to
        Section 5.3 (collectively, the “Indemnifying
        Party”).
        The
        Claims Notice shall describe the Asserted Liability in reasonable detail
        and
        shall indicate the amount (estimated, if necessary, and to the extent feasible)
        of the Losses that have been or may be suffered by the Indemnitee.
        The
        Indemnitee shall thereupon give the Indemnifying Party reasonable access
        to the
        books, records and assets of the Indemnitee which evidence or support such
        Claims Notice and any act, omission or occurrence giving rise to such claim
        and
        the right, upon prior notice during normal business hours, to interview any
        appropriate personnel of the Indemnitee related thereto. Not more than thirty
        (30) days following receipt of the Claims Notice, the Indemnified Party shall
        give written notice to the Indemnitee that it either (i) accepts liability
        for the matter set forth in the Claims Notice, and the amount thereof, or
        (ii) disputes such liability and/or the amount thereof, and the specific
        grounds for such dispute. Failure of the Indemnitee to give the notice provided
        in the preceding sentence within the time period there provided shall have
        the
        same effect as notice under clause (i) of the preceding sentence. If the
        Indemnifying Party gives timely notice to the Indemnitee that it disputes
        liability for the matter set forth in a Claims Notice, and/or the amount
        thereof, the parties shall endeavor for a period of twenty (20) days following
        the Indemnitee’s receipt of such notice (the “Reconciliation
        Period”)
        to
        resolve their differences.
        Thereafter, any party shall be free to institute litigation to resolve such
        differences.

      


      (b)     The
        Indemnifying Party may elect to compromise or defend, at its own expense
        and by
        its own counsel, any Asserted Liability for which it has accepted, or is
        deemed
        to have accepted, liability pursuant to Section 5.4(a). If the Indemnifying
        Party elects to compromise or defend such Asserted Liability, it shall within
        thirty (30) days (or sooner, if the nature of the Asserted Liability so
        requires) notify the Indemnitee in writing of its intent to do so. In such
        event, the Indemnitee shall cooperate, at the expense of the Indemnifying
        Party,
        in the compromise of, or defense against, such Asserted Liability and may
        also,
        at its option, choose to participate in such defense or compromise through
        counsel of its choosing at its expense. If the Indemnifying Party elects
        not to
        compromise or defend the Asserted Liability, fails to notify the Indemnitee
        of
        its election as herein provided or contests its obligation to indemnify under
        this Agreement, the Indemnitee may pay, compromise or defend such Asserted
        Liability. Notwithstanding the foregoing, neither the Indemnifying Party
        nor the
        Indemnitee may settle or compromise any claim over the written objection
        of the
        other; provided,
        however,
        that
        (i) consent to settlement or compromise shall not be unreasonably withheld
        or delayed and (ii) the Indemnifying Party may settle claims for monetary
        damages, only, without the consent of the Indemnitee.

        
          
            
            

          

          
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      (c)     Notwithstanding
        any other provision contained herein to the contrary, the failure to notify,
        or
        any delay in notifying, the Indemnifying Party of an Asserted Liability will
        not
        relieve the Indemnifying Party of any liability that it may have to the
        Indemnitee, except to the extent the Indemnifying Party’s position is prejudiced
        as a result of any failure or delay of the Indemnitee in providing any Claims
        Notice to such Indemnifying Party.

      


      Section
        5.5     Confidential
        Information. At
        all
        times after the Closing Date, the parties and their directors, officers,
        employees, accountants, consultants, legal counsel, investment bankers, agents
        and other representatives shall treat in confidence, and shall not use in
        any
        manner, information obtained from another party that is confidential or
        proprietary
        (“Confidential
        Information”).
        Confidential Information shall not be communicated to any third Person (other
        than the parties’ respective counsel, accountants, financial advisors
        or consultants who shall also agree to maintain the confidentiality of, and
        to
        not use, the Confidential Information). The obligation to treat Confidential
        Information in confidence shall not apply to any Confidential Information
        which
        (i) is
        or
        becomes available to any party from a source other than another party,
        (ii) is or becomes available to the public other than as a result of
        disclosure by such party or (iii) is required to be disclosed under
        applicable law or judicial process, but only to the extent it must be
        disclosed.

      


      ARTICLE
        VI

      


      CLOSING

      


      Section
        6.1     Closing
        Date and Place.
        The
        closing of the transactions contemplated hereby (the “Closing”)
        is
        taking place at the offices of Gottbetter & Partners, LLP, 488 Madison
        Avenue, New York, New York 10022, on the date hereof or as soon
        thereafter as is possible (the “Closing
        Date”).

      


      Section
        6.2     The
        Sellers’ Closing Obligations.
        The
        Seller shall deliver to Buyer duly executed bills of sale and assignment,
        and
        such other documents or instruments of conveyance, transfer or assignment,
        as
are
        necessary or reasonably appropriate to vest or confirm in the Buyer, all
        of the
        Sellers’ right, title and interest in and to all of the Assets, all of which
        documents shall be in form and substance reasonably satisfactory to counsel
        for
        the Buyer;

      


      Section
        6.3     The
        Buyer’s Closing Obligations.
        At the
        Closing, the Buyer shall deliver to Seller (a) the Purchase Price;
(b) certified
        copies of the resolutions of the board of directors of the Buyer approving
        the
        transactions contemplated by this Agreement
        including the appointment of such officers and directors of Buyer as directed
        by
        Seller effective at the Closing; (c) duly executed bills of sale and
        assignment, and such other documents or instruments of conveyance, transfer
        or
        assignment, as are necessary or reasonably appropriate to vest or confirm
        in the
        Buyer all of Seller’s right, title and interest in and to all of the Assets, all
        of which documents shall be in form and substance reasonably satisfactory
        to
        counsel for the Buyer; (d) good standing certificates from Nevada and any
        other jurisdiction in which Buyer is required to be qualified to engage in
        business; (e) copies of Buyer’s Tax Returns, (f) the resignation of KM
        as an officer of Buyer, effective at Closing, and (g) the resignation of KM
        as a director of Buyer, such resignation to be effective at such time as
        determined by Seller, but in all events not more than three months after
        the
        Closing Date.

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        



      Section
        6.4     Post
        Closing Conditions.

      


      (a)     Immediately
        following issuance to Seller of the Un-issued Licenses, Seller shall execute,
        acknowledge (where applicable) and deliver to Buyer, or cause to be executed,
        acknowledged (where applicable) and delivered to Buyer, or to Buyer’s designee,
        assignments of each of the Un-issued Leases transferring 100% of the record
        title to the Un-issued Leases from Seller to Buyer, or to Buyer’s designee, but
        reserving to third persons, an overriding royalty equal to five percent (5%),
        which overriding royalty shall also apply to all renewals and extensions
        of the
        Un-issued Leases.

      


      (b)     Buyer
        or its designee shall assume all obligations of Seller under the Issued Leases
        for all periods from an dafter the date of this Agreement, including the
        obligation to timely pay all rentals thereafter due under such Issued Leases;
        and shall likewise assume all obligations of Seller on all Un-issued Leases
        from
        and after the date of assignment of said Un-issued Leases from Seller to
        Buyer
        or its designee, including the obligation to timely pay all rentals thereafter
        due under such Un-issued Licenses.

      


      (c)     Buyer
        or its designee agrees, at its sole cost and expense, to drill or cause to
        be
        drilled, with in five (5) years after the Closing, to completion or abandonment,
        a test well on at least one of ADL 390087, ADL 390722 or ADL 390723, as chosen
        at Buyer’s or its designees, discretion, to a bottomhole depth and location at
        least sufficient to test both the West Foreland and Hemlock Formation (the
“Test
        Well”). Should Buyer or its designee fail to timely drill or cause to be drilled
        the Test Well to completion or abandonment within five (5) years after the
        Closing, Buyer or its designees shall forfeit its interest in each of leases
        ADL
        390087, ADL 390722 and ADL 390723, and shall promptly execute and deliver
        to
        Seller; or its designee(s), an assignment of the aforementioned leases free
        and
        clear to all liens and encumbrances except the overriding royalties created
        by
        this Agreement, such assignment to be on a form reasonably acceptable to
        Seller
        or its designee(s).

      


      (d)     Should
        Buyer or its designee elect not to pay rentals on any of the Leases, then
        Buyer
        or its designee shall notify Seller in writing, by certified mail, not later
        than forty-five (45) days prior to a rental payment date, and shall promptly
        execute and deliver to Seller, or its designee(s), an assignment of the
        applicable Lease or Leases free and clear of all liens and encumbrances except
        the overriding royalties created by this Agreement, such assignment to be
        on a
        form reasonably acceptable to Seller or its designee(s).

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        



      ARTICLE
        VII

      


      MISCELLANEOUS

      


      Section
        7.1     Definitions.

       

      (a)     As
        used in this Agreement, and unless the context requires a different meaning,
        the
        following terms have the meanings indicated:

      


      “Affiliate” means
        with respect to a specified Person, another Person that directly, or indirectly
        through one or more intermediaries, controls, or is controlled by, or is
        under
        common control
        with,
        such specified Person.

      


      “Business
        Day”
means
        any day other than a Saturday, Sunday or a federal holiday, and shall consist
        of
        the time period from 12:01 a.m. through 12:00 midnight Eastern
        Time.

      


      “Contingent
        Obligation”
means
        any agreement, undertaking or arrangement by which any Person guarantees,
        endorses or otherwise becomes or is contingently liable upon (by direct or
        indirect agreement, contingent or otherwise, to provide funds for payment,
        to
        supply funds to or otherwise to invest in a debtor, or otherwise to assure
        a
        creditor against loss) any indebtedness, obligation or other liability of
        any
        other Person (other than by endorsements of instruments in the course of
        collection or other similar transactions in the ordinary course of business),
        or
        guarantees the payment of dividends or other distributions upon the shares
        of
        any other Person. The amount of any Person’s obligation in respect of any
        Contingent Obligation shall (subject to any limitation set forth therein)
        be
        deemed to be the principal amount of the debt, obligation or other liability
        supported thereby.

      


      “Contract”
means
        any oral or written license agreement, lease, franchise, contract, agreement,
        commitment or other binding arrangement (including any amendments,
        modifications, extensions or replacements thereof) used in and related to
        the
        Brands, which, for the avoidance of doubt, excludes all Contracts related
        to
        software.

      


      “Environmental
        Laws”
means,
        without limitation, the Comprehensive Environmental Response, Compensation
        and
        Liability Act, 42 U.S.C. § 9601 et seq., the Emergency Planning and
        Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the
        Resource Conservation and Recovery Act, 42. U.S.C. § 6901 et seq., the
        Toxic Substances Control Act, 15 U.S.C. §  2601 et seq., the Federal
        Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq.,
        the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act
        (Federal Water Pollution Control Act), 33 U.S.C. § 1251 et seq., the
        Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Hazardous
        Materials Transportation Act, 49 U.S.C. § 1801 et seq., as any of the
        above statutes have been or may be amended from time to time, all rules and
        regulations promulgated pursuant to any of the above statutes, and any other
        foreign, federal, state or local law, statute, ordinance, rule or regulation
        governing Environmental Matters, as the same have been or may be amended
        from
        time to time, and all applicable judicial and administrative decisions, orders,
        and decrees relating to Environmental Matters.

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        



      “Environmental
        Matter”
means
        any matter arising out of, relating to, or resulting from pollution or
        protection of the environment.

      


      “GAAP”
means
        the generally accepted accounting principles in the United States as defined
        by
        controlling pronouncements of the Financial Accounting Standards Board, as
        from
        time to time supplemented and amended.

      


      “Governmental
        Authority”
means
        any domestic, foreign, international, national, federal, state, provincial
        or
        local governmental, regulatory or administrative authority, agency, commission,
        court, tribunal, arbitral body or self-regulated entity.

      


      “Knowledge”
means
        with respect to any Person, the actual knowledge of the Person and its
        affiliates following reasonable inquiry in the context of such affiliates’
day-to-day responsibilities and not specifically for the purpose
        hereof.

      


      “Losses”
mean
        any claims, actions, proceedings, losses, liabilities, damages, costs and
        expenses including, without limitation, reasonable fees and expenses of counsel
        incurred by the applicable Indemnitees in any claim, action or
        proceeding.

      


      “Order”
means
        any order, judgment, injunction, award, decree or writ handed down or imposed
        by
        any Governmental Authority.

      


      “Person”
means
        any individual, firm, corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, joint stock company, limited
        liability company, Governmental Authority or other entity of any kind, and
        shall
        include any successor (by merger or otherwise) to such entity.

      


      “Requirement
        of Law”
means,
        as to any Person, any law, statute, treaty, rule, regulation, right, privilege,
        qualification, license, franchise or determination of an arbitrator or a
        court
        or other Governmental Authority or stock exchange, in each case applicable
        or
        binding upon such Person or any of its property or to which such Person or
        any
        of its property is subject or pertaining to any or all of the transactions
        contemplated or referred to herein.

      


      “Tax
        Returns”
means
        all returns and reports required to be supplied to a tax authority relating
        to
        Taxes.

      


      “Transaction
        Documents”
means,
        collectively, this Agreement, the Bill of Sale and Assignment documents,
        and any
        other documents delivered pursuant to this Agreement. 

      


      (b)     The
        following capitalized terms are defined in the following Sections of this
        Agreement:

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      
        	
                Term

              	
                Section

              
	
                Agreement

              	
                Preamble

              
	
                Assets

              	
                Recitals

              
	
                Buyer

              	
                Preamble

              
	
                Buyer
                  Annual Financials

              	
                4.5

              
	
                Buyer
                  Indemnified Parties

              	
                5.3(a)

              
	
                Buyer
                  Interim Financials

              	
                4.5

              
	
                Buyer
                  Material Adverse Effect

              	
                4.1

              
	
                Closing

              	
                6.1

              
	
                Closing
                  Date

              	
                6.1

              
	
                Confidential
                  Information

              	
                5.15

              
	
                Exchange
                  Act

              	
                4.14

              
	
                Indemnifying
                  Party

              	
                5.4(a)

              
	
                Indemnitees

              	
                5.3(b)

              
	
                Liens

              	
                3.4

              
	
                Securities
                  Act

              	
                4.14

              
	
                Seller

              	
                Preamble

              


      

       

      Section
        7.2     GOVERNING
        LAW; CONSENT TO JURISDICTION;
        WAIVER OF JURY TRIAL.

      


      (a)     THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF
THE
        STATE
        OF NEVADA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.
        EACH OF
        THE PARTIES HERETO AGREES THAT ANY LEGAL ACTION BETWEEN THE PARTIES RELATING
        TO
        THE PERFORMANCE OF THIS AGREEMENT OR THE INTERPRETATION OR ENFORCEMENT OF
        THE
        TERMS HEREOF OR THEREOF, SHALL EXCLUSIVELY BE BROUGHT IN THE STATE OR FEDERAL
        COURTS OF THE STATE OF NEVADA, HAVING JURISDICTION OF THE SUBJECT MATTER
        THEREOF, AND EACH PARTY IRREVOCABLY CONSENTS TO PERSONAL JURISDICTION IN
        ANY
        SUCH STATE COURT, WAIVES ANY RIGHT TO OBJECT TO SUCH VENUE OR TO ASSERT THE
        DEFENSE OF FORUM NON-CONVENIENS, AND AGREES THAT SERVICE OF COMPLAINT OR
        OTHER
        PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL ADDRESSED TO SUCH PARTY
        AT
        THE ADDRESS SET FORTH IN SECTION 7.11.

      


      (b)     EACH
        OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
        SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM DIRECTLY OR
        INDIRECTLY ARISING OUT OF OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS
        CONTEMPLATED BY THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
        ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
        THAT
        RELATE TO THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS,
        TORT
        CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
        CLAIMS.

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      Section
        7.3     Exhibits.
        Each
        Exhibit referred to herein is incorporated into this Agreement. Such
        Exhibits need not be physically attached hereto to be valid and binding if
        it is appropriately identified on its face.

      


      Section
        7.4     Entire
        Agreement; Construction.

      


      (a)     This
        Agreement and the other Transaction Documents (including all agreements and
        other documents contemplated herein and therein) constitute the entire agreement
        among the parties relating to the subject matter hereof and supersedes any
        prior
        understandings or agreements, written or oral, that relate to the subject
        hereof
        (including any term sheets).

      


      (b)     This
        Agreement and the other Transaction Documents may not be assigned without
        the
        prior written consent of the other parties hereto; provided,
        however,
        that
        the Buyer may, without the prior written consent of the Seller and provided
        it
        remains liable for its obligations hereunder, assign its rights under this
        Agreement and the other Transaction Documents to any existing or newly-formed
        Affiliate or Affiliates of the Buyer.

      


      (c)     This
        Agreement and the other Transaction Documents may not be amended except by
        a
        writing that specifically references this Agreement and the other Transaction
        Documents, as applicable, and that is signed by each party to this Agreement
        and
        the other Transaction Documents, as applicable, provided
        that any
        amendment requiring approval of the stockholders of the Buyer under Requirements
        of Law may not be made without the requisite approval of those stockholders.
        The
        parties agree that each of them participated in the preparation and negotiation
        of this Agreement and the other Transaction Documents and the agreements
        contemplated hereby and thereby and that none of this Agreement and the other
        Transaction Documents nor any of the agreements contemplated hereby or thereby
        shall be construed against any party by virtue of the fact that any party
        prepared or drafted such agreements. Nothing in this Agreement and the other
        Transaction Documents, expressed or implied, is intended or shall be construed
        to confer upon, or create in, any Person other than the parties and their
        respective successors and permitted assigns and Indemnitees any right, remedy,
        claim or obligation under or by reason of this Agreement and the other
        Transaction Documents, as the case may be.

      


      Section
        7.5     Interpretation.
        The
        table of contents and headings in this Agreement are for reference
        only
        and
        shall not affect the meaning or interpretation of this Agreement. Definitions
        shall apply equally to both the singular and plural forms of the terms defined.
        Whenever the context may require, any pronoun shall include the corresponding
        masculine, feminine and neuter forms. All references in this Agreement to
        Articles, Sections and Exhibits shall be deemed to be references to
        Articles and Sections of, and Exhibits to, this Agreement unless the
        context shall otherwise require. The words “include,” “includes” and “including”
when used in this Agreement shall be deemed to be followed by the phrase
        “without
        limitation.” The words “hereof,” “herein” and “hereunder” and words of similar
        import when used in this Agreement shall refer to this Agreement as a whole
        and
        not to any particular provision of this Agreement. Unless otherwise expressly
        provided herein, any agreement, instrument or statute defined or referred
        to
        herein or in any agreement or instrument referred to herein shall mean such
        agreement, instrument or statute as from time to time amended, modified or
        supplemented, including (in the case of agreements or instruments) by waiver
        or
        consent and (in the case of statutes) by succession of comparable successor
        statutes and references to all attachments thereto and instruments incorporated
        therein.

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        



      Section
        7.6     Severability.
        The
        provisions of this Agreement shall be deemed severable and the invalidity
        or
        unenforceability of any provision shall not affect the validity or
        enforceability or the other provisions of this Agreement. If any provision
        of
        this Agreement, or the application of that provision to any Person or any
        circumstance, is
        invalid or unenforceable, (a) a suitable and equitable provision shall be
        substituted for that provision in order to carry out, so far as may be valid
        and
        enforceable, the intent and purpose of the invalid or unenforceable provision
        and (b) the remainder of this Agreement and the application of the
        provision to other Persons or circumstances shall not be affected by such
        invalidity or unenforceability, nor shall such invalidity or unenforceability
        affect the validity or enforceability of the provision, or the application
        of
        that provision, in any other jurisdiction.

      


      Section
        7.7     Waiver.
        At any
        time, the Buyer, on the one hand, and the Seller, on the other hand, may
        (a) extend the time for the performance of any of the
        obligations of the other party or parties, as the case may be, (b) waive
        any inaccuracies in the representations and warranties of the other party
        or
        parties, as the case may be, contained in this Agreement or in any document
        delivered under this Agreement or (c) subject to Requirements of Law, waive
        compliance with any of the covenants or conditions contained in this Agreement.
        Any agreement on the part of a party to any extension or waiver shall be
        valid
        only if set forth in an instrument in writing signed
        by
        such party. The failure of any party to assert any of its rights under this
        Agreement or otherwise shall not constitute a waiver of such
        rights.

      


      Section
        7.8     Survival.
        All
        representations and warranties contained in this Agreement shall survive
        the
        Closing for a period of one (1) year (the “Expiration
        Date”).
        Any
        representation, warranty or indemnity which is the subject of a claim or
        dispute
        asserted in writing (or the subject of a proceeding) on or prior to the
        Expiration Date shall survive with respect to such claim or dispute until
        its
        final, non-appealable resolution.

      


      Section
        7.9     Counterparts;
        Telecopier.
        This
        Agreement may be executed in several counterparts, each of which shall be
        an
        original and all of which shall constitute
        one and the same Agreement. Signature pages exchanged by telecopier shall
        be
        fully binding.

      


      Section
        7.10     Expenses.
        Each
        party shall pay all costs and expenses incurred or to be incurred by, or
        on
        behalf of, such party and its Affiliates in negotiating and preparing this
        Agreement and carrying out the transactions contemplated hereby, including,
        without limitation, the fees and expenses of attorneys, investment bankers,
        finders, brokers, accountants and other professionals. 

      


      Section
        7.11     Notices.
        Notices
        hereunder shall be in writing and in tangible form (rather than by e-mail
        or
        similar electronic form) and served by certified United
        States Mail, express overnight delivery, or telecopier, and shall be deemed
        effective upon receipt. Notices to the Buyer and KM shall be addressed to:
        Ameriprint International Ltd., 475 Howe Street, Suite 1030, Vancouver, British
        Columbia, Canada V6C 2B3, with a copy to Conrad C. Lysiak, Esq., 601 West
        First
        Avenue, Suite 503, Spokane, WA 99201. Notices to the Seller shall be addressed
        to: Massimiliano Pozzoni, West Chase Center, 2500 City West Blvd., Suite
        300,
        Houston, TX 77042, with a copy to
        Gottbetter & Partners, LLP, 488 Madison Avenue, 12th
        Floor,
        New York, NY 10022, Attention: Scott Rapfogel, Esq.

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        



      Section
        7.12     Remedies;
        Specific Performance.
        Except
        as
        otherwise provided in this Agreement, any and all remedies expressly conferred
        upon a party shall be cumulative with and not exclusive of any other remedy
        contained in this Agreement, at law or in equity and the exercise by a party
        of
        any one remedy shall not preclude the exercise of any other remedy. The parties
        to this Agreement agree that irreparable damage would occur in the event
        that
        any of the provisions of this Agreement
        were not performed in accordance with their specific terms or were otherwise
        breached. It is accordingly agreed that the parties shall be entitled to
        an
        injunction or injunctions to prevent breaches of this Agreement and to enforce
        specifically the terms and provisions of this Agreement (without proving
        actual
        damages or posting a bond or other security), this being in addition to any
        other remedy to which they are entitled at law or in equity.

       

       

       

      
 

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement
        as of
        the date first above written.

       

      
        
          	 	 	SELLER:
	 	 	 
	 	 	 
	 	        
                  	/s/ Massimiliano
                  Pozzoni
	 	
                  
Massimiliano
                  Pozzoni
	 	Title 


        


        
          	
                	 	BUYER:
	 	 	 
	 	 	AMERIPRINT INTERNATIONAL LTD.
	 	 	 
	 	 	 
	 	By: 
                  	/s/ Kevin
                  Moe
	 	
                  
Name:
                  Kevin Moe
	 	Title:
                  President


        

      

       

      
        	 	 	 
	 	       
                	/s/ Kevin
                Moe
	 	
                
Kevin
                Moe


      

      


      



      
        
          
          

        

        
          17