Exhibit 10.1

                            SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 9th day of October, 2009

AMONG:

          LITHIUM CORPORATION  (formerly,  Utalk Communications  Inc.), a Nevada
          corporation, 9121 Atlanta Avenue, #314, Huntington Beach, CA 92646

          ("Pubco")

AND:

          NEVADA LITHIUM CORPORATION (formerly,  Lithium Corporation),  a Nevada
          corporation, 9443 Axlund Road, Lynden, Washington 98264

          ("Priveco")

AND:

          THE SHAREHOLDERS OF PRIVECO AS LISTED ON Schedule 1 ATTACHED HERETO

          (the "Selling Shareholders")

WHEREAS:

A.   The Selling  Shareholders  are the registered and beneficial  owners of all
     12,350,000 issued and outstanding shares in the capital of Priveco;

B.   Pubco has agreed to issue  12,350,000  post forward  split common shares in
     the  capital of Pubco as of the Closing  Date,  as defined  herein,  to the
     Selling  Shareholders as consideration  for the purchase by Pubco of all of
     the issued and  outstanding  common  shares of Priveco  held by the Selling
     Shareholders; and

C.   Upon the terms and subject to the conditions  set forth in this  Agreement,
     the  Selling  Shareholders  have  agreed  to  sell  all of the  issued  and
     outstanding  common shares of Priveco held by the Selling  Shareholders  to
     Pubco in exchange for common shares of Pubco.

THEREFORE,  in  consideration  of the mutual  covenants  and  agreements  herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties covenant and agree as follows:

1. DEFINITIONS

1.1 DEFINITIONS

The following terms have the following  meanings,  unless the context  indicates
otherwise:
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     (a)  "AGREEMENT" shall mean this Agreement, and all the exhibits, schedules
          and other documents attached to or referred to in this Agreement,  and
          all amendments and supplements, if any, to this Agreement;

     (b)  "CLOSING" shall mean the completion of the Transaction,  in accordance
          with  Section  0  hereof,  at which  the  Closing  Documents  shall be
          exchanged  by the parties,  except for those  documents or other items
          specifically required to be exchanged at a later time;

     (c)  "CLOSING  DATE" shall mean a date mutually  agreed upon by the parties
          hereto in writing  and in  accordance  with  Section 0  following  the
          satisfaction  or  waiver  by  Pubco  and  Priveco  of  the  conditions
          precedent set out in Sections 0 and 0 respectively;

     (d)  "CLOSING  DOCUMENTS" shall mean the papers,  instruments and documents
          required to be executed and delivered at the Closing  pursuant to this
          Agreement;

     (e)  "EXCHANGE ACT" shall mean the United States Securities Exchange Act of
          1934, as amended;

     (f)  "GAAP"  shall  mean  United  States  generally   accepted   accounting
          principles applied in a manner consistent with prior periods;

     (g)  "LIABILITIES"  shall  include  any  direct or  indirect  indebtedness,
          guaranty, endorsement, claim, loss, damage, deficiency, cost, expense,
          obligation  or  responsibility,  fixed or  unfixed,  known or unknown,
          asserted choate or inchoate,  liquidated or  unliquidated,  secured or
          unsecured;

     (h)  "PRIVATE  PLACEMENT"  shall  mean a  private  placement  financing  by
          Priveco for gross  proceeds of $500,000,  to be completed on or before
          the Closing Date, to consist of 2,000,000 Priveco Shares and 4,000,000
          share purchase warrants (the "Priveco Warrants");

     (i)  "PRIVECO  SHARES" shall mean the  12,350,000  common shares of Priveco
          held  by  the  Selling  Shareholders,  being  all of  the  issued  and
          outstanding  common  shares  of  Priveco   beneficially  held,  either
          directly or  indirectly,  by the Selling  Shareholders,  including any
          shares issued pursuant to the Private Placement;

     (j)  "PUBCO SHARES" shall mean the 12,350,000 fully paid and non-assessable
          (post Share Split) common shares of Pubco, to be issued to the Selling
          Shareholders by Pubco on the Closing Date;

     (k)  "SEC" shall mean the Securities and Exchange Commission;

     (l)  "SECURITIES ACT" shall mean the United States  Securities Act of 1933,
          as amended;

     (m)  "SHARE  SPLIT"  shall  mean a sixty for one  forward  split of Pubco's
          issued and outstanding common shares, to be completed on or before the
          Closing Date;

     (n)  "TAXES" shall include international,  federal,  state,  provincial and
          local income taxes, capital gains tax,  value-added taxes,  franchise,
          personal  property  and  real  property  taxes,  levies,  assessments,
          tariffs,  duties  (including  any customs duty),  business  license or
          other fees,  sales,  use and any other taxes relating to the assets of
          the designated  party or the business of the designated  party for all
          periods  up to and  including  the  Closing  Date,  together  with any

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          related charge or amount,  including  interest,  fines,  penalties and
          additions to tax, if any, arising out of tax assessments; and

     (o)  "TRANSACTION"  shall mean the purchase of the Priveco  Shares by Pubco
          from the Selling Shareholders in consideration for the issuance of the
          Pubco Shares.

1.2 SCHEDULES

The following schedules are attached to and form part of this Agreement:

     Schedule 1   -  Selling Shareholders
     Schedule 1A  -  Execution Page for Selling Shareholders
     Schedule 2   -  US Securities Law Questionnaire
     Schedule 2A  -  Non-US Securities Law Questionnaire
     Schedule 3   -  Directors and Officers of Priveco
     Schedule 4   -  Directors and Officers of Pubco
     Schedule 5   -  Priveco Leases, Subleases, Claims, Capital Expenditures,
                     Taxes and Other Property Interests
     Schedule 6   -  Priveco Intellectual Property
     Schedule 7   -  Priveco Material Contracts
     Schedule 8   -  Priveco Employment Agreements and Arrangements

1.3 CURRENCY

All  references to currency  referred to in this  Agreement are in United States
Dollars (US$), unless expressly stated otherwise.

2. THE OFFER, PURCHASE AND SALE OF SHARES

2.1 OFFER, PURCHASE AND SALE OF SHARES

Subject to the terms and conditions of this Agreement,  the Selling Shareholders
hereby  covenant  and agree to sell,  assign and  transfer  to Pubco,  and Pubco
hereby covenants and agrees to purchase from the Selling Shareholders all of the
Priveco Shares held by the Selling Shareholders.

2.2 CONSIDERATION

As consideration for the sale of the Priveco Shares by the Selling  Shareholders
to  Pubco,  Pubco  shall  allot  and  issue  the  Pubco  Shares  to the  Selling
Shareholders in the amount set out opposite each Selling  Shareholder's  name in
0, certain Pubco Shares for the Priveco Shares held by each Selling Shareholder.
The Selling  Shareholders  acknowledge and agree that the Pubco Shares are being
issued   pursuant  to  an  exemption  from  the   prospectus  and   registration
requirements  of the Securities  Act. As required by applicable  securities law,
the Selling  Shareholders  agree to abide by all applicable resale  restrictions
and  hold  periods  imposed  by  all  applicable  securities  legislation.   All
certificates  representing  the Pubco Shares  issued on Closing will be endorsed
with one of the  following  legend  pursuant to the  Securities  Act in order to
reflect  the  fact  that  the  Pubco  Shares  will  be  issued  to  the  Selling
Shareholders pursuant to an exemption from the registration  requirements of the
Securities Act:

For Selling Shareholders not resident in the United States:

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          "THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN OFFERED IN AN
          OFFSHORE  TRANSACTION  TO A PERSON WHO IS NOT A U.S.  PERSON
          (AS  DEFINED  HEREIN)  PURSUANT  TO  REGULATION  S UNDER THE
          UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933
          ACT").

          NONE  OF  THE  SECURITIES   REPRESENTED   HEREBY  HAVE  BEEN
          REGISTERED  UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
          LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
          DIRECTLY  OR  INDIRECTLY,  IN THE UNITED  STATES (AS DEFINED
          HEREIN) OR TO U.S.  PERSONS  EXCEPT IN  ACCORDANCE  WITH THE
          PROVISIONS OF  REGULATION S UNDER THE 1933 ACT,  PURSUANT TO
          AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE 1933 ACT, OR
          PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
          NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE 1933
          ACT AND IN EACH  CASE  ONLY IN  ACCORDANCE  WITH  APPLICABLE
          STATE  SECURITIES  LAWS. IN ADDITION,  HEDGING  TRANSACTIONS
          INVOLVING  THE  SECURITIES  MAY NOT BE  CONDUCTED  UNLESS IN
          COMPLIANCE  WITH THE 1933  ACT.  "UNITED  STATES"  AND "U.S.
          PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

For Selling Shareholders resident in the United States:

          "NONE  OF  THE  SECURITIES   REPRESENTED  HEREBY  HAVE  BEEN
          REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
          AS AMENDED (THE "1933 ACT"),  OR ANY U.S.  STATE  SECURITIES
          LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
          DIRECTLY  OR  INDIRECTLY,  IN THE UNITED  STATES (AS DEFINED
          HEREIN) OR TO U.S.  PERSONS  EXCEPT IN  ACCORDANCE  WITH THE
          PROVISIONS OF  REGULATION S UNDER THE 1933 ACT,  PURSUANT TO
          AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE 1933 ACT, OR
          PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
          NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE 1933
          ACT AND IN EACH  CASE  ONLY IN  ACCORDANCE  WITH  APPLICABLE
          STATE  SECURITIES  LAWS. IN ADDITION,  HEDGING  TRANSACTIONS
          INVOLVING  THE  SECURITIES  MAY NOT BE  CONDUCTED  UNLESS IN
          COMPLIANCE  WITH THE 1933  ACT.  "UNITED  STATES"  AND "U.S.
          PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

2.3 SHARE EXCHANGE PROCEDURE

Each Selling  Shareholder may exchange his, her or its certificate  representing
the Priveco  Shares by delivering  such  certificate  to Pubco duly executed and
endorsed in blank (or accompanied by duly executed stock powers duly endorsed in
blank),  in each case in proper form for transfer,  with signatures  guaranteed,
and, if applicable,  with all stock transfer and any other required  documentary

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stamps affixed thereto and with  appropriate  instructions to allow the transfer
agent to issue certificates for the Pubco Shares to the holder thereof, together
with:

     (a)  The execution page for the Selling  Shareholder in the form set out in
          Schedule 1A; and

     (b)  the applicable Securities Law Questionnaire (the  "QUESTIONNAIRE"),  a
          copy of which is set out in Schedule 2 or Schedule 2A, as applicable.

2.4 FRACTIONAL SHARES

Notwithstanding  any other  provision  of this  Agreement,  no  certificate  for
fractional shares of the Pubco Shares will be issued in the Transaction. In lieu
of  any  such  fractional  shares,  if any of  the  Selling  Shareholders  would
otherwise  be entitled to receive a fraction of a share of the Pubco Shares upon
surrender of certificates  representing the Priveco Shares for exchange pursuant
to this  Agreement,  the  Selling  Shareholders  will be  entitled  to have such
fraction rounded up to the nearest whole number of Pubco Shares and will receive
from Pubco a stock certificate representing same.

2.5 CLOSING DATE

The  Closing  will take  place,  subject  to the terms  and  conditions  of this
Agreement,  on the Closing Date,  which shall occur within 45 days from the date
hereof, subject to any extension by mutual agreement of the parties.

2.6 RESTRICTED SHARES

The Selling  Shareholders  acknowledge  that the Pubco Shares issued pursuant to
the terms and conditions set forth in this Agreement will have such hold periods
as are  required  under  applicable  securities  laws and as a result may not be
sold,  transferred  or  otherwise  disposed,  except  pursuant  to an  effective
registration  statement  under the  Securities  Act, or pursuant to an exemption
from, or in a transaction not subject to, the  registration  requirements of the
Securities  Act  and in  each  case  only  in  accordance  with  all  applicable
securities laws.

2.7 EXEMPTIONS

The  Selling  Shareholders  acknowledge  that  Pubco has  advised  such  Selling
Shareholders  that Pubco is relying upon the  representations  and warranties of
the Selling Shareholders set out in the Questionnaires to issue the Pubco Shares
under an exemption from the registration requirements of the Securities Act.

3. REPRESENTATIONS AND WARRANTIES OF PRIVECO

As of the Closing, Priveco and the Selling Shareholders,  jointly and severally,
represent and warrant to Pubco,  and acknowledge that Pubco is relying upon such
representations and warranties,  in connection with the execution,  delivery and
performance of this Agreement,  notwithstanding  any investigation made by or on
behalf of Pubco, as follows:

3.1 ORGANIZATION AND GOOD STANDING

Priveco is a corporation  duly organized,  validly existing and in good standing
under the laws of the State of Nevada and has the requisite  corporate power and
authority  to own,  lease and to carry on its  business as now being  conducted.
Priveco  is  duly  qualified  to do  business  and  is  in  good  standing  as a
corporation in each of the jurisdictions in which Priveco owns property,  leases

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property, does business, or is otherwise required to do so, where the failure to
be so qualified would have a material  adverse effect on the business of Priveco
taken as a whole.

3.2 AUTHORITY

Priveco has all requisite  corporate  power and authority to execute and deliver
this   Agreement  and  any  other  document   contemplated   by  this  Agreement
(collectively,  the "PRIVECO  DOCUMENTS") to be signed by Priveco and to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.  The execution and delivery of each of the Priveco  Documents by Priveco
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by Priveco's  board of directors.  No other  corporate or shareholder
proceedings  on the part of Priveco is necessary to authorize  such documents or
to consummate the transactions contemplated hereby. This Agreement has been, and
the  other  Priveco   Documents  when  executed  and  delivered  by  Priveco  as
contemplated  by this  Agreement will be, duly executed and delivered by Priveco
and this  Agreement  is,  and the other  Priveco  Documents  when  executed  and
delivered  by  Priveco  as  contemplated  hereby  will  be,  valid  and  binding
obligations of Priveco  enforceable in accordance  with their  respective  terms
except:

     (a)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium,   and  other   laws  of  general   application   affecting
          enforcement of creditors' rights generally;

     (b)  as  limited  by  laws  relating  to  the   availability   of  specific
          performance, injunctive relief, or other equitable remedies; and

     (c)  as limited by public policy.

3.3 CAPITALIZATION OF PRIVECO

The entire  authorized  capital  stock and other  equity  securities  of Priveco
consists of 50,000,000  common shares (the "PRIVECO  COMMON  STOCK").  As of the
date of this  Agreement,  there are  12,350,000  shares of Priveco  Common Stock
issued and  outstanding.  All of the issued  and  outstanding  shares of Priveco
Common Stock have been duly authorized,  are validly issued,  were not issued in
violation of any pre-emptive rights and are fully paid and  non-assessable,  are
not subject to pre-emptive  rights and were issued in full  compliance  with the
laws of the State of Nevada.  With the exception of the Priveco Warrants,  there
are no outstanding options, warrants, subscriptions, conversion rights, or other
rights,  agreements,  or commitments  obligating Priveco to issue any additional
common shares of Priveco Common Stock, or any other securities convertible into,
exchangeable  for, or  evidencing  the right to  subscribe  for or acquire  from
Priveco  any common  shares of Priveco  Common  Stock.  There are no  agreements
purporting  to restrict  the  transfer of the Priveco  Common  Stock,  no voting
agreements,  shareholders'  agreements,  voting  trusts,  or other  arrangements
restricting or affecting the voting of the Priveco Common Stock.

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3.4 TITLE AND AUTHORITY OF SELLING SHAREHOLDERS

Each  of  the  Selling  Shareholders  is and  will  be as of  the  Closing,  the
registered  and beneficial  owner of and will have good and marketable  title to
all of the Priveco  Common Stock held by it and will hold such free and clear of
all liens,  charges and encumbrances  whatsoever;  and such Priveco Common Stock
held by such  Selling  Shareholders  have been duly and  validly  issued and are
outstanding  as fully paid and  non-assessable  common  shares in the capital of
Priveco.  Each of the  Selling  Shareholders  has due and  sufficient  right and
authority to enter into this  Agreement on the terms and  conditions  herein set
forth and to transfer the registered,  legal and beneficial  title and ownership
of the Priveco Common Stock held by it.

3.5 SHAREHOLDERS OF PRIVECO COMMON STOCK

As of the Closing  Date, 0 contains a true and  complete  list of the holders of
all issued and  outstanding  shares of the Priveco  Common Stock  including each
holder's name, address and number of Priveco Shares held.

3.6 DIRECTORS AND OFFICERS OF PRIVECO

The duly  elected or  appointed  directors  and the duly  appointed  officers of
Priveco are as set out in Schedule 3.

3.7 CORPORATE RECORDS OF PRIVECO

The corporate records of Priveco, as required to be maintained by it pursuant to
all  applicable  laws,  are  accurate,  complete  and  current  in all  material
respects,  and the minute book of Priveco is, in all material respects,  correct
and contains all records  required by all  applicable  laws, as  applicable,  in
regards to all proceedings,  consents,  actions and meetings of the shareholders
and the board of directors of Priveco.

3.8 NON-CONTRAVENTION

Neither the  execution,  delivery and  performance  of this  Agreement,  nor the
consummation of the Transaction, will:

     (a)  conflict  with,  result in a violation of, cause a default under (with
          or without  notice,  lapse of time or both) or give rise to a right of
          termination, amendment, cancellation or acceleration of any obligation
          contained in or the loss of any material  benefit under,  or result in
          the creation of any lien,  security  interest,  charge or  encumbrance
          upon any of the material properties or assets of Priveco or any of its
          subsidiaries  under any term,  condition  or  provision of any loan or
          credit agreement, note, debenture, bond, mortgage, indenture, lease or
          other agreement, instrument, permit, license, judgment, order, decree,
          statute,  law, ordinance,  rule or regulation applicable to Priveco or
          any of its subsidiaries,  or any of their respective material property
          or assets;

     (b)  violate any provision of the Constitution,  Articles of Association or
          any other constating  documents of Priveco, any of its subsidiaries or
          any applicable laws; or

     (c)  violate  any  order,  writ,  injunction,  decree,  statute,  rule,  or
          regulation  of any  court  or  governmental  or  regulatory  authority
          applicable  to  Priveco,  any of  its  subsidiaries  or  any of  their
          respective material property or assets.

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3.9 ACTIONS AND PROCEEDINGS

To the best knowledge of Priveco,  there is no basis for and there is no action,
suit,  judgment,   claim,  demand  or  proceeding  outstanding  or  pending,  or
threatened  against or affecting  Priveco or which involves any of the business,
or  the  properties  or  assets  of  Priveco  that,  if  adversely  resolved  or
determined,  would have a material  adverse effect on the business,  operations,
assets,  properties,  prospects,  or  conditions  of Priveco taken as a whole (a
"PRIVECO MATERIAL ADVERSE  EFFECT").  There is no reasonable basis for any claim
or action that,  based upon the likelihood of its being asserted and its success
if asserted, would have such a Priveco Material Adverse Effect.

3.10 COMPLIANCE

     (a)  To the best  knowledge of Priveco,  Priveco is in compliance  with, is
          not in default or violation in any material respect under, and has not
          been  charged  with or received any notice at any time of any material
          violation of any statute, law, ordinance,  regulation, rule, decree or
          other applicable regulation to the business or operations of Priveco;

     (b)  To the best  knowledge  of  Priveco,  Priveco  is not  subject  to any
          judgment,  order  or  decree  entered  in any  lawsuit  or  proceeding
          applicable  to its business  and  operations  that would  constitute a
          Priveco Material Adverse Effect;

     (c)  Priveco has duly filed all reports and returns required to be filed by
          it with  governmental  authorities  and has obtained all  governmental
          permits  and other  governmental  consents,  except as may be required
          after  the  execution  of  this  Agreement.  All of such  permits  and
          consents  are in full force and  effect,  and no  proceedings  for the
          suspension  or  cancellation  of any  of  them,  and no  investigation
          relating  to any of  them,  is  pending  or to the best  knowledge  of
          Priveco,  threatened,  and none of them will be adversely  affected by
          the consummation of the Transaction; and

     (d)  Priveco  has  operated in material  compliance  with all laws,  rules,
          statutes,   ordinances,  orders  and  regulations  applicable  to  its
          business.  Priveco  has  not  received  any  notice  of any  violation
          thereof, nor is Priveco aware of any valid basis therefore.

3.11 FILINGS, CONSENTS AND APPROVALS

No filing or  registration  with,  no  notice to and no  permit,  authorization,
consent,  or approval of any public or  governmental  body or authority or other
person or entity is necessary for the consummation by Priveco of the Transaction
contemplated  by this  Agreement  or to  enable  Pubco to  continue  to  conduct
Priveco's  business after the Closing Date in a manner which is consistent  with
that in which the business is presently conducted.

3.12 FINANCIAL REPRESENTATIONS

The audited  balance  sheet for Priveco for its fiscal year ended July 31, 2009,
(the "PRIVECO  ACCOUNTING  DATE"),  together with related  statements of income,
cash flows, and changes in shareholder's  equity for such fiscal year then ended
(collectively,  the "PRIVECO FINANCIAL  STATEMENTS") to be supplied on or before
the Closing Date:

     (a)  are in accordance with the books and records of Priveco;

     (b)  present fairly the financial condition of Priveco as of the respective
          dates indicated and the results of operations for such periods; and

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     (c)  have been prepared in accordance with GAAP.

Priveco  has not  received  any  advice  or  notification  from its  independent
certified  public  accountants  that  Priveco has used any  improper  accounting
practice that would have the effect of not reflecting or incorrectly  reflecting
in the Priveco  Financial  Statements  or the books and records of Priveco,  any
properties, assets, Liabilities,  revenues, or expenses. The books, records, and
accounts of Priveco  accurately and fairly reflect,  in reasonable  detail,  the
assets, and Liabilities of Priveco.  Priveco has not engaged in any transaction,
maintained  any  bank  account,  or  used  any  funds  of  Priveco,  except  for
transactions,  bank accounts, and funds which have been and are reflected in the
normally maintained books and records of Priveco.

3.13 ABSENCE OF UNDISCLOSED LIABILITIES

Priveco does not have any material  Liabilities or obligations  either direct or
indirect,  matured or unmatured,  absolute,  contingent or otherwise that exceed
$5,000, which:

     (a)  are not set  forth in the  Priveco  Financial  Statements  or have not
          heretofore been paid or discharged;

     (b)  did not arise in the regular and ordinary course of business under any
          agreement,  contract, commitment, lease or plan specifically disclosed
          in writing to Pubco; or

     (c)  have not been incurred in amounts and pursuant to practices consistent
          with past  business  practice,  in or as a result of the  regular  and
          ordinary  course of its  business  since the date of the last  Priveco
          Financial Statements

3.14 TAX MATTERS

     (a)  As of the date hereof:

          (i)  Priveco has timely filed all tax returns in  connection  with any
               Taxes  which  are  required  to be  filed on or prior to the date
               hereof,   taking  into  account  any  extensions  of  the  filing
               deadlines which have been validly granted to Priveco, and

          (ii) all such returns are true and correct in all material respects;

     (b)  Priveco has paid all Taxes that have become or are due with respect to
          any period ended on or prior to the date hereof,  and has  established
          an adequate  reserve  therefore on its balance  sheets for those Taxes
          not yet due and payable, except for any Taxes the non-payment of which
          will not have a Priveco Material Adverse Effect;

     (c)  Priveco  is not  presently  under or has not  received  notice of, any
          contemplated  investigation  or audit by  regulatory  or  governmental
          agency of body or any foreign or state taxing authority concerning any
          fiscal year or period ended prior to the date hereof;

     (d)  all Taxes  required to be withheld on or prior to the date hereof from
          employees for income Taxes, social security Taxes,  unemployment Taxes
          and other similar  withholding  Taxes have been properly withheld and,
          if required on or prior to the date hereof,  have been  deposited with
          the appropriate governmental agency; and

     (e)  to the best  knowledge of Priveco,  the Priveco  Financial  Statements
          contain full provision for all Taxes including any deferred Taxes that
          may be  assessed  to Priveco for the  accounting  period  ended on the

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          Priveco  Accounting  Date or for any prior  period in  respect  of any
          transaction,  event or omission occurring, or any profit earned, on or
          prior to the  Priveco  Accounting  Date or for any  profit  earned  by
          Priveco  on or  prior  to the  Priveco  Accounting  Date or for  which
          Priveco is accountable up to such date and all contingent  Liabilities
          for Taxes have been provided for or disclosed in the Priveco Financial
          Statements.

3.15 ABSENCE OF CHANGES

Since the Priveco Accounting Date, Priveco has not:

     (a)  incurred  any  Liabilities,  other than  Liabilities  incurred  in the
          ordinary  course  of  business  consistent  with  past  practice,   or
          discharged  or  satisfied  any  lien  or  encumbrance,   or  paid  any
          Liabilities,  other than in the ordinary course of business consistent
          with  past  practice,  or  failed  to pay or  discharge  when  due any
          Liabilities  of which the  failure to pay or  discharge  has caused or
          will cause any material  damage or risk of material  loss to it or any
          of its assets or properties;

     (b)  sold, encumbered, assigned or transferred any material fixed assets or
          properties except for ordinary course business transactions consistent
          with past practice;

     (c)  created,  incurred,  assumed or guaranteed any  indebtedness for money
          borrowed,  or  mortgaged,  pledged or  subjected  any of the  material
          assets or properties of Priveco or its  subsidiaries  to any mortgage,
          lien, pledge,  security interest,  conditional sales contract or other
          encumbrance of any nature whatsoever;

     (d)  made  or  suffered  any  amendment  or  termination  of  any  material
          agreement,  contract, commitment, lease or plan to which it is a party
          or by  which  it is  bound,  or  cancelled,  modified  or  waived  any
          substantial  debts  or  claims  held by it or  waived  any  rights  of
          substantial value, other than in the ordinary course of business;

     (e)  declared, set aside or paid any dividend or made or agreed to make any
          other  distribution  or payment in  respect of its  capital  shares or
          redeemed,  purchased  or  otherwise  acquired  or  agreed  to  redeem,
          purchase or acquire any of its capital shares or equity securities;

     (f)  suffered any damage,  destruction  or loss,  whether or not covered by
          insurance,   that  materially  and  adversely  effects  its  business,
          operations, assets, properties or prospects;

     (g)  suffered  any material  adverse  change in its  business,  operations,
          assets, properties, prospects or condition (financial or otherwise);

     (h)  received  notice or had  knowledge of any actual or  threatened  labor
          trouble, termination,  resignation,  strike or other occurrence, event
          or condition of any similar  character  which has had or might have an
          adverse  effect on its  business,  operations,  assets,  properties or
          prospects;

     (i)  made  commitments  or agreements for capital  expenditures  or capital
          additions or betterments exceeding in the aggregate $5,000;

     (j)  other than in the ordinary course of business,  increased the salaries
          or other compensation of, or made any advance (excluding  advances for
          ordinary  and  necessary  business  expenses)  or loan to,  any of its

                                       10
<PAGE>
          employees  or  directors  or made any increase in, or any addition to,
          other  benefits  to which any of its  employees  or  directors  may be
          entitled;

     (k)  entered  into any  transaction  other than in the  ordinary  course of
          business consistent with past practice; or

     (l)  agreed, whether in writing or orally, to do any of the foregoing.

3.16 ABSENCE OF CERTAIN CHANGES OR EVENTS

Since the Priveco Accounting Date, there has not been:

     (a)  a Priveco Material Adverse Effect; or

     (b)  any material change by Priveco in its accounting  methods,  principles
          or practices.

3.17 SUBSIDIARIES

Priveco does not have any  subsidiaries  or  agreements of any nature to acquire
any subsidiary or to acquire or lease any other business operations.

3.18 PERSONAL PROPERTY

Priveco  possesses,  and has good and marketable title of all property necessary
for the  continued  operation of the business of Priveco as presently  conducted
and as  represented  to Pubco.  All such  property  is used in the  business  of
Priveco.  All such property is in reasonably  good operating  condition  (normal
wear and tear  excepted),  and is reasonably fit for the purposes for which such
property is presently  used.  All material  equipment,  furniture,  fixtures and
other tangible  personal property and assets owned or leased by Priveco is owned
by  Priveco  free  and  clear  of  all  liens,   security  interests,   charges,
encumbrances, and other adverse claims, except as disclosed in 0.

3.19 INTELLECTUAL PROPERTY

     (a)  Intellectual Property Assets

          Priveco owns or holds an interest in all intellectual  property assets
          necessary  for the  operation  of the  business  of  Priveco  as it is
          currently   conducted   (collectively,   the  "INTELLECTUAL   PROPERTY
          ASSETS"), including:

          (i)  all functional  business  names,  trading  names,  registered and
               unregistered   trademarks,   service  marks,   and   applications
               (collectively, the "MARKS");

          (ii) all  patents,  patent  applications,  and  inventions,   methods,
               processes and discoveries  that may be patentable  (collectively,
               the "PATENTS");

          (iii)all  copyrights in both  published  works and  unpublished  works
               (collectively, the "COPYRIGHTS"); and

          (iv) all know-how, trade secrets,  confidential information,  customer
               lists, software, technical information, data, process technology,
               plans,  drawings,  and blue prints  owned,  used,  or licensed by

                                       11
<PAGE>
               Priveco  as  licensee  or  licensor  (collectively,   the  "TRADE
               SECRETS").

     (b)  Agreements

          Schedule  6  contains  a  complete  and  accurate   list  and  summary
          description,  including any royalties paid or received by Priveco,  of
          all contracts and  agreements  relating to the  Intellectual  Property
          Assets  to which  Priveco  is a party or by which  Priveco  is  bound,
          except for any license implied by the sale of a product and perpetual,
          paid-up licenses for commonly available software programs with a value
          of less than $500 under  which  Priveco is the  licensee.  To the best
          knowledge of Priveco,  there are no outstanding or threatened disputes
          or disagreements with respect to any such agreement.

     (c)  Intellectual Property and Know-How Necessary for the Business

          Except as set forth in Schedule 6,  Priveco is the owner of all right,
          title,  and  interest  in and to  each  of the  Intellectual  Property
          Assets,  free and clear of all  liens,  security  interests,  charges,
          encumbrances,  and  other  adverse  claims,  and has the  right to use
          without  payment  to a third  party of all the  Intellectual  Property
          Assets.  Except as set forth in  Schedule  6, all former  and  current
          employees and contractors of Priveco have executed written  contracts,
          agreements or other  undertakings  with Priveco that assign all rights
          to any inventions, improvements,  discoveries, or information relating
          to  the  business  of  Priveco.  No  employee,  director,  officer  or
          shareholder  of Priveco  owns  directly or  indirectly  in whole or in
          part, any Intellectual Property Asset which Priveco is presently using
          or which is  necessary  for the conduct of its  business.  To the best
          knowledge of Priveco, no employee or contractor of Priveco has entered
          into any contract or agreement that restricts or limits in any way the
          scope or type of work in which the employee may be engaged or requires
          the employee to transfer,  assign, or disclose information  concerning
          his work to anyone other than Priveco.

     (d)  Patents

          Except as set out in  Schedule  6,  Priveco  does not hold any  right,
          title or  interest  in and to any Patent and Priveco has not filed any
          patent  application  with any third  party.  To the best  knowledge of
          Priveco,  none of the products  manufactured and sold, nor any process
          or know-how  used, by Priveco  infringes or is alleged to infringe any
          patent or other proprietary night of any other person or entity.

     (e)  Trademarks

          Except as set out in  Schedule  6,  Priveco  does not hold any  right,
          title or interest in and to any Mark and Priveco has not registered or
          filed any  application  to register any Mark with any third party.  To
          the best  knowledge  of Priveco,  none of the Marks,  if any,  used by
          Priveco infringes or is alleged to infringe any trade name, trademark,
          or service mark of any third party.

     (f)  Copyrights

          Schedule  6  contains  a  complete  and  accurate   list  and  summary
          description  of all  Copyrights.  Priveco  is the owner of all  right,
          title,  and interest in and to each of the Copyrights,  free and clear
          of all liens,  security interests,  charges,  encumbrances,  and other
          adverse claims. If applicable, all registered Copyrights are currently

                                       12
<PAGE>
          in  compliance   with  formal  legal   requirements,   are  valid  and
          enforceable,  and are not subject to any maintenance  fees or taxes or
          actions  falling due within ninety days after the Closing Date. To the
          best  knowledge  of Priveco,  no  Copyright  is  infringed or has been
          challenged or threatened in any way and none of the subject  matter of
          any  of  the  Copyrights  infringes  or is  alleged  to  infringe  any
          copyright of any third party or is a derivative work based on the work
          of a third party.  All works  encompassed by the Copyrights  have been
          marked with the proper copyright notice.

     (g)  Trade Secrets

          Priveco has taken all  reasonable  precautions to protect the secrecy,
          confidentiality,  and value of its  Trade  Secrets.  Priveco  has good
          title  and an  absolute  right to use the  Trade  Secrets.  The  Trade
          Secrets are not part of the public knowledge or literature, and to the
          best  knowledge  of  Priveco,   have  not  been  used,  divulged,   or
          appropriated  either for the benefit of any person or entity or to the
          detriment of Priveco.  No Trade Secret is subject to any adverse claim
          or has been challenged or threatened in any way.

3.20 INSURANCE

The products  sold by and the assets owned by Priveco are not insured  under any
policies of general  product  liability or other forms of  insurance  consistent
with prudent business practices. No such policies are in effect.

3.21 EMPLOYEES AND CONSULTANTS

All employees  and  consultants  of Priveco have been paid all salaries,  wages,
income and any other sum due and owing to them by Priveco,  as at the end of the
most recent  completed  pay period.  Priveco is not aware of any labor  conflict
with any employees that might  reasonably be expected to have a Priveco Material
Adverse Effect.  To the best knowledge of Priveco,  no employee of Priveco is in
violation  of any term of any  employment  contract,  non-disclosure  agreement,
non-competition  agreement or any other  contract or  agreement  relating to the
relationship  of such  employee with Priveco or any other nature of the business
conducted or to be conducted by Priveco.

3.22 REAL PROPERTY

Priveco does not own any real property. Each of the leases, subleases, claims or
other real property interests (collectively, the "LEASES") to which Priveco is a
party or is bound, as set out in 0, is legal, valid, binding, enforceable and in
full force and effect in all material  respects.  All rental and other  payments
required  to be paid by Priveco  pursuant to any such Leases have been duly paid
and no event has occurred which, upon the passing of time, the giving of notice,
or both,  would  constitute  a breach or default  by any party  under any of the
Leases. The Leases will continue to be legal, valid, binding, enforceable and in
full force and effect on identical terms following the Closing Date. Priveco has
not assigned,  transferred,  conveyed, mortgaged, deeded in trust, or encumbered
any interest in the Leases or the leasehold property pursuant thereto.

                                       13
<PAGE>
3.23 MATERIAL CONTRACTS AND TRANSACTIONS

Schedule 7 attached  hereto lists each material  contract,  agreement,  license,
permit,  arrangement,  commitment,  instrument or contract to which Priveco is a
party (each, a "CONTRACT"). Each Contract is in full force and effect, and there
exists no  material  breach or  violation  of or default  by  Priveco  under any
Contract,  or any event  that with  notice or the lapse of time,  or both,  will
create a material  breach or violation  thereof or default under any Contract by
Priveco. The continuation,  validity, and effectiveness of each Contract will in
no way be affected by the  consummation of the Transaction  contemplated by this
Agreement.  There exists no actual or threatened termination,  cancellation,  or
limitation of, or any amendment, modification, or change to any Contract.

3.24 CERTAIN TRANSACTIONS

Priveco is not a guarantor or indemnitor of any indebtedness of any third party,
including any person, firm or corporation.

3.25 NO BROKERS

Priveco has not incurred any  independent  obligation  or liability to any party
for any brokerage fees, agent's commissions, or finder's fees in connection with
the Transaction contemplated by this Agreement.

3.26 COMPLETENESS OF DISCLOSURE

No  representation or warranty by Priveco in this Agreement nor any certificate,
schedule,  statement,  document or  instrument  furnished  or to be furnished to
Pubco  pursuant  hereto  contains  or will  contain  any untrue  statement  of a
material  fact or omits or will omit to state a  material  fact  required  to be
stated  herein or therein or necessary to make any  statement  herein or therein
not materially misleading.

4. REPRESENTATIONS AND WARRANTIES OF PUBCO

As of the  Closing,  Pubco  represents  and  warrants to Priveco and the Selling
Shareholders  and  acknowledges  that Priveco and the Selling  Shareholders  are
relying  upon  such  representations  and  warranties  in  connection  with  the
execution,  delivery and  performance  of this  Agreement,  notwithstanding  any
investigation  made by or on behalf of Priveco or the Selling  Shareholders,  as
follows:

4.1 ORGANIZATION AND GOOD STANDING

Pubco is duly  incorporated,  organized,  validly  existing and in good standing
under the laws of the State of Nevada and has all requisite  corporate power and
authority  to own,  lease and to carry on its  business as now being  conducted.
Pubco  is  qualified  to do  business  and is in  good  standing  in each of the
jurisdictions in which it owns property,  leases property,  does business, or is
otherwise  required to do so, where the failure to be so qualified  would have a
material adverse effect on the businesses, operations, or financial condition of
Pubco.

4.2 AUTHORITY

Pubco has all  requisite  corporate  power and  authority to execute and deliver
this   Agreement  and  any  other  document   contemplated   by  this  Agreement
(collectively,  the "PUBCO  DOCUMENTS") to be signed by Pubco and to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.

                                       14
<PAGE>
The  execution  and  delivery  of each of the Pubco  Documents  by Pubco and the
consummation  by Pubco of the  transactions  contemplated  hereby have been duly
authorized  by its board of  directors  and no other  corporate  or  shareholder
proceedings  on the part of Pubco is necessary to authorize such documents or to
consummate the transactions  contemplated  hereby.  This Agreement has been, and
the other Pubco  Documents when executed and delivered by Pubco as  contemplated
by this  Agreement  will be,  duly  executed  and  delivered  by Pubco  and this
Agreement  is, and the other Pubco  Documents  when  executed  and  delivered by
Pubco,  as contemplated  hereby will be, valid and binding  obligations of Pubco
enforceable in accordance with their respective terms, except:

     (a)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium,   and  other   laws  of  general   application   affecting
          enforcement of creditors' rights generally;

     (b)  as  limited  by  laws  relating  to  the   availability   of  specific
          performance, injunctive relief, or other equitable remedies; and

     (c)  as limited by public policy.

4.3 CAPITALIZATION OF PUBCO

The  entire  authorized  capital  stock and  other  equity  securities  of Pubco
consists of  75,000,000  shares of common  stock with a par value of $0.001 (the
"PUBCO COMMON STOCK"). As of the Closing Date, there are to be 48,200,000 shares
of Pubco Common Stock issued and  outstanding,  after giving effect to the Share
Split  and  the  share  cancelation  required  herein.  All  of the  issued  and
outstanding shares of Pubco Common Stock have been duly authorized,  are validly
issued,  were not issued in  violation of any  pre-emptive  rights and are fully
paid and  non-assessable,  are not subject to pre-emptive rights and were issued
in  full  compliance  with  all  federal,  state,  and  local  laws,  rules  and
regulations. There are no outstanding options, warrants, subscriptions,  phantom
shares,   conversion  rights,  or  other  rights,   agreements,  or  commitments
obligating  Pubco to issue any additional  shares of Pubco Common Stock,  or any
other securities convertible into,  exchangeable for, or evidencing the right to
subscribe  for or acquire  from Pubco any shares of Pubco Common Stock as of the
date of this  Agreement.  There are no  agreements  purporting  to restrict  the
transfer of the Pubco Common Stock,  no voting  agreements,  voting  trusts,  or
other  arrangements  restricting  or  affecting  the voting of the Pubco  Common
Stock.

4.4 DIRECTORS AND OFFICERS OF PUBCO

The duly elected or appointed directors and the duly appointed officers of Pubco
are as listed on 0.

4.5 CORPORATE RECORDS OF PUBCO

The corporate  records of Pubco,  as required to be maintained by it pursuant to
the laws of the State of  Nevada,  are  accurate,  complete  and  current in all
material  respects,  and the minute book of Pubco is, in all material  respects,
correct and contains all  material  records  required by the law of the State of
Nevada in regards to all  proceedings,  consents,  actions  and  meetings of the
shareholders and the board of directors of Pubco.

4.6 NON-CONTRAVENTION

Neither the  execution,  delivery and  performance  of this  Agreement,  nor the
consummation of the Transaction, will:

                                       15
<PAGE>
     (a)  conflict  with,  result in a violation of, cause a default under (with
          or without  notice,  lapse of time or both) or give rise to a right of
          termination, amendment, cancellation or acceleration of any obligation
          contained in or the loss of any material  benefit under,  or result in
          the creation of any lien,  security  interest,  charge or  encumbrance
          upon any of the material properties or assets of Pubco under any term,
          condition  or  provision  of  any  loan  or  credit  agreement,  note,
          debenture,  bond,  mortgage,  indenture,  lease  or  other  agreement,
          instrument,  permit, license,  judgment,  order, decree, statute, law,
          ordinance,  rule  or  regulation  applicable  to  Pubco  or any of its
          material property or assets;

     (b)  violate  any  provision  of the  applicable  incorporation  or charter
          documents of Pubco; or

     (c)  violate  any  order,  writ,  injunction,  decree,  statute,  rule,  or
          regulation  of any  court  or  governmental  or  regulatory  authority
          applicable to Pubco or any of its material property or assets.

4.7 VALIDITY OF PUBCO COMMON STOCK ISSUABLE UPON THE TRANSACTION

The Pubco Shares to be issued to the Selling  Shareholders  upon consummation of
the Transaction in accordance with this Agreement will, upon issuance, have been
duly and validly  authorized and, when so issued in accordance with the terms of
this Agreement, will be duly and validly issued, fully paid and non-assessable.

4.8 ACTIONS AND PROCEEDINGS

To the  best  knowledge  of  Pubco,  there  is no  claim,  charge,  arbitration,
grievance,  action,  suit,  investigation  or proceeding by or before any court,
arbiter,  administrative agency or other governmental  authority now pending or,
to the best knowledge of Pubco,  threatened  against Pubco which involves any of
the business,  or the properties or assets of Pubco that, if adversely  resolved
or determined, would have a material adverse effect on the business, operations,
assets, properties,  prospects or conditions of Pubco taken as a whole (a "PUBCO
MATERIAL ADVERSE EFFECT").  There is no reasonable basis for any claim or action
that,  based  upon the  likelihood  of its being  asserted  and its  success  if
asserted, would have such a Pubco Material Adverse Effect.

4.9 COMPLIANCE

     (a)  To the best knowledge of Pubco, Pubco is in compliance with, is not in
          default or violation in any material  respect under,  and has not been
          charged  with or  received  any  notice  at any  time of any  material
          violation of any statute, law, ordinance,  regulation, rule, decree or
          other applicable regulation to the business or operations of Pubco;

     (b)  To the best knowledge of Pubco,  Pubco is not subject to any judgment,
          order or decree entered in any lawsuit or proceeding applicable to its
          business and operations that would constitute a Pubco Material Adverse
          Effect;

     (c)  Pubco has duly filed all reports  and returns  required to be filed by
          it with  governmental  authorities  and has obtained all  governmental
          permits  and other  governmental  consents,  except as may be required
          after  the  execution  of  this  Agreement.  All of such  permits  and
          consents  are in full force and  effect,  and no  proceedings  for the
          suspension  or  cancellation  of any  of  them,  and no  investigation
          relating to any of them, is pending or to the best knowledge of Pubco,
          threatened,  and none of them will be affected  in a material  adverse
          manner by the consummation of the Transaction; and

                                       16
<PAGE>
     (d)  Pubco has  operated  in  material  compliance  with all  laws,  rules,
          statutes,   ordinances,  orders  and  regulations  applicable  to  its
          business.  Pubco has not received any notice of any violation thereof,
          nor is Pubco aware of any valid basis therefore.

4.10 FILINGS, CONSENTS AND APPROVALS

No filing or  registration  with,  no  notice to and no  permit,  authorization,
consent,  or approval of any public or  governmental  body or authority or other
person or entity is necessary for the  consummation  by Pubco of the Transaction
contemplated  by this  Agreement to continue to conduct its  business  after the
Closing Date in a manner which is consistent  with that in which it is presently
conducted.

4.11 SEC FILINGS

Pubco has furnished or made available to Priveco and the Selling  Shareholders a
true and complete  copy of each report,  schedule,  registration  statement  and
proxy statement filed by Pubco with the SEC (collectively, and as such documents
have since the time of their filing been amended, the "PUBCO SEC DOCUMENTS"). As
of their  respective  dates,  the Pubco SEC  Documents  complied in all material
respects with the  requirements  of the Securities  Act, or the Exchange Act, as
the case may be, and the rules and regulations of the SEC thereunder  applicable
to such  Pubco SEC  Documents.  The Pubco SEC  Documents  constitute  all of the
documents  and reports  that Pubco was required to file with the SEC pursuant to
the Exchange Act and the rules and  regulations  promulgated  thereunder  by the
SEC.

4.12 FINANCIAL REPRESENTATIONS

Included with the Pubco SEC Documents are true, correct,  and complete copies of
audited  balance  sheets for Pubco dated as of December 31, 2008,  and unaudited
balance  sheets  for  Pubco  dated as of June 30,  2009 (the  "PUBCO  ACCOUNTING
DATE"),  together with related statements of income,  cash flows, and changes in
shareholder's  equity  for  the  fiscal  year  and  interim  period  then  ended
(collectively,   the  "PUBCO   FINANCIAL   STATEMENTS").   The  Pubco  Financial
Statements:

     (a)  are in accordance with the books and records of Pubco;

     (b)  present  fairly the financial  condition of Pubco as of the respective
          dates indicated and the results of operations for such periods; and

     (c)  have been prepared in accordance with GAAP.

Pubco has not received any advice or notification from its independent certified
public  accountants  that Pubco has used any improper  accounting  practice that
would have the effect of not reflecting or  incorrectly  reflecting in the Pubco
Financial Statements or the books and records of Pubco, any properties,  assets,
Liabilities,  revenues,  or expenses.  The books, records, and accounts of Pubco
accurately and fairly reflect, in reasonable detail, the assets, and Liabilities
of Pubco. Pubco has not engaged in any transaction, maintained any bank account,
or used any funds of Pubco,  except for transactions,  bank accounts,  and funds
which have been and are reflected in the normally  maintained  books and records
of Pubco.

4.13 ABSENCE OF UNDISCLOSED LIABILITIES

Pubco has no material  Liabilities  or  obligations  either  direct or indirect,
matured or unmatured, absolute, contingent or otherwise, which:

                                       17
<PAGE>
     (a)  are not set  forth  in the  Pubco  Financial  Statements  or have  not
          heretofore been paid or discharged;

     (b)  did not arise in the regular and ordinary course of business under any
          agreement,  contract, commitment, lease or plan specifically disclosed
          in writing to Priveco; or

     (c)  have not been incurred in amounts and pursuant to practices consistent
          with past  business  practice,  in or as a result of the  regular  and
          ordinary  course  of its  business  since  the date of the last  Pubco
          Financial Statements.

4.14 TAX MATTERS

     (a)  As of the date hereof:

          (i)  Pubco has timely  filed all tax  returns in  connection  with any
               Taxes  which  are  required  to be  filed on or prior to the date
               hereof,   taking  into  account  any  extensions  of  the  filing
               deadlines which have been validly granted to them, and

          (ii) all such returns are true and correct in all material respects;

     (b)  Pubco has paid all Taxes that have  become or are due with  respect to
          any period ended on or prior to the date hereof;

     (c)  Pubco is not  presently  under and has not  received  notice  of,  any
          contemplated  investigation  or audit by the Canada  Revenue Agency or
          the Internal  Revenue Service or any foreign or state taxing authority
          concerning any fiscal year or period ended prior to the date hereof;

     (d)  All Taxes  required to be withheld on or prior to the date hereof from
          employees for income Taxes, social security Taxes,  unemployment Taxes
          and other similar  withholding  Taxes have been properly withheld and,
          if required on or prior to the date hereof,  have been  deposited with
          the appropriate governmental agency; and

     (e)  To the best knowledge of Pubco, the Pubco Financial Statements contain
          full provision for all Taxes  including any deferred Taxes that may be
          assessed  to  Pubco  for the  accounting  period  ended  on the  Pubco
          Accounting Date or for any prior period in respect of any transaction,
          event or omission occurring,  or any profit earned, on or prior to the
          Pubco Accounting Date or for any profit earned by Pubco on or prior to
          the Pubco Accounting Date or for which Pubco is accountable up to such
          date and all contingent  Liabilities  for Taxes have been provided for
          or disclosed in the Pubco Financial Statements.

4.15 ABSENCE OF CHANGES

Since the Pubco Accounting Date, except as disclosed in the Public SEC Documents
and except as contemplated in this Agreement, Pubco has not:

     (a)  incurred  any  Liabilities,  other than  Liabilities  incurred  in the
          ordinary  course  of  business  consistent  with  past  practice,   or
          discharged  or  satisfied  any  lien  or  encumbrance,   or  paid  any
          Liabilities,  other than in the ordinary course of business consistent
          with  past  practice,  or  failed  to pay or  discharge  when  due any
          Liabilities  of which the  failure to pay or  discharge  has caused or
          will cause any material  damage or risk of material  loss to it or any
          of its assets or properties;

                                       18
<PAGE>
     (b)  sold, encumbered, assigned or transferred any material fixed assets or
          properties;

     (c)  created,  incurred,  assumed or guaranteed any  indebtedness for money
          borrowed,  or  mortgaged,  pledged or  subjected  any of the  material
          assets or properties of Pubco to any mortgage,  lien, pledge, security
          interest,  conditional  sales  contract  or other  encumbrance  of any
          nature whatsoever;

     (d)  made  or  suffered  any  amendment  or  termination  of  any  material
          agreement,  contract, commitment, lease or plan to which it is a party
          or by  which  it is  bound,  or  cancelled,  modified  or  waived  any
          substantial  debts  or  claims  held by it or  waived  any  rights  of
          substantial value, other than in the ordinary course of business;

     (e)  declared, set aside or paid any dividend or made or agreed to make any
          other  distribution  or payment in  respect of its  capital  shares or
          redeemed,  purchased  or  otherwise  acquired  or  agreed  to  redeem,
          purchase or acquire any of its capital shares or equity securities;

     (f)  suffered any damage,  destruction  or loss,  whether or not covered by
          insurance,   that  materially  and  adversely  effects  its  business,
          operations, assets, properties or prospects;

     (g)  suffered  any material  adverse  change in its  business,  operations,
          assets, properties, prospects or condition (financial or otherwise);

     (h)  received  notice or had  knowledge of any actual or  threatened  labor
          trouble, termination,  resignation,  strike or other occurrence, event
          or condition of any similar  character  which has had or might have an
          adverse  effect on its  business,  operations,  assets,  properties or
          prospects;

     (i)  made  commitments  or agreements for capital  expenditures  or capital
          additions or betterments exceeding in the aggregate $5,000;

     (j)  other than in the ordinary course of business,  increased the salaries
          or other compensation of, or made any advance (excluding  advances for
          ordinary  and  necessary  business  expenses)  or loan to,  any of its
          employees  or  directors  or made any increase in, or any addition to,
          other  benefits  to which any of its  employees  or  directors  may be
          entitled;

     (k)  entered  into any  transaction  other than in the  ordinary  course of
          business consistent with past practice; or

     (l)  agreed, whether in writing or orally, to do any of the foregoing.

4.16 ABSENCE OF CERTAIN CHANGES OR EVENTS

Since the Pubco  Accounting  Date,  except as and to the extent disclosed in the
Pubco SEC Documents, there has not been:

     (a)  a Pubco Material Adverse Effect; or

     (b)  any material change by Pubco in its accounting methods,  principles or
          practices.

                                       19
<PAGE>
4.17 SUBSIDIARIES

Pubco does not have any  subsidiaries or agreements of any nature to acquire any
subsidiary  or to  acquire  or lease any other  business  operations,  except as
disclosed in the Pubco SEC Documents.

4.18 PERSONAL PROPERTY

There are no material equipment, furniture, fixtures and other tangible personal
property and assets  owned or leased by Pubco,  except as disclosed in the Pubco
SEC Documents.

4.19 EMPLOYEES AND CONSULTANTS

Pubco does not have any  employees  or  consultants,  except as disclosed in the
Pubco SEC Documents.

4.20 MATERIAL CONTRACTS AND TRANSACTIONS

Other than as expressly  contemplated by this  Agreement,  there are no material
contracts,   agreements,    licenses,   permits,   arrangements,    commitments,
instruments,  understandings or contracts,  whether written or oral,  express or
implied,  contingent,  fixed or  otherwise,  to which Pubco is a party except as
disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

4.21 NO BROKERS

Pubco  has not  incurred  any  obligation  or  liability  to any  party  for any
brokerage  fees,  agent's  commissions,  or finder's fees in connection with the
Transaction contemplated by this Agreement.

4.22 INTERNAL ACCOUNTING CONTROLS

Pubco maintains a system of internal  accounting  controls sufficient 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
GAAP 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.  Pubco's  certifying  officers have evaluated the  effectiveness of
Pubco's  controls  and  procedures  as of end of the filing  period prior to the
filing  date of the Form 10-QSB for the quarter  ended  December  31, 2007 (such
date, the  "Evaluation  Date").  Pubco presented in its most recently filed Form
10-QSB the conclusions of the certifying officers about the effectiveness of the
disclosure  controls  and  procedures  based  on  their  evaluations  as of  the
Evaluation  Date.  Since the  Evaluation  Date,  there have been no  significant
changes in  Pubco's  internal  controls  (as such term is defined in Item 307 of
Regulation  S-B  under the  Exchange  Act) or, to  Pubco's  knowledge,  in other
factors that could significantly affect Pubco's internal controls.

4.23 LISTING AND MAINTENANCE REQUIREMENTS

Pubco is  currently  quoted on the OTC  Bulletin  Board  and has not,  in the 12
months  preceding  the date  hereof,  received  any notice from the OTC Bulletin
Board or the NASD or any trading  market on which Pubco's common stock is or has

                                       20
<PAGE>
been  listed or quoted to the effect  that Pubco is not in  compliance  with the
quoting,  listing or maintenance requirements of the OTCBB or such other trading
market.

4.24 APPLICATION OF TAKEOVER PROTECTIONS

Pubco and its board of directors  have taken all  necessary  action,  if any, in
order  to  render   inapplicable   any  control  share   acquisition,   business
combination,  poison pill (including any distribution  under a rights agreement)
or other similar  anti-takeover  provision under Pubco's certificate or articles
of  incorporation  (or similar  charter  documents)  or the laws of its state of
incorporation  that is or could  become  applicable  to Pubco as a result of the
transactions under this Agreement or the exercise of any rights pursuant to this
Agreement.

4.25 NO LIABILITIES

Upon Closing,  Pubco shall have no direct,  indirect or  contingent  liabilities
outstanding that exceed $10,000.

4.26 COMPLETENESS OF DISCLOSURE

No  representation  or warranty by Pubco in this Agreement nor any  certificate,
schedule,  statement,  document or  instrument  furnished  or to be furnished to
Priveco  pursuant  hereto  contains or will  contain any untrue  statement  of a
material  fact or omits or will omit to state a  material  fact  required  to be
stated  herein or therein or necessary to make any  statement  herein or therein
not materially misleading.

5. CLOSING CONDITIONS

5.1 CONDITIONS PRECEDENT TO CLOSING BY PUBCO

The  obligation  of  Pubco to  consummate  the  Transaction  is  subject  to the
satisfaction  or  written  waiver of the  conditions  set forth  below by a date
mutually  agreed upon by the parties  hereto in writing and in  accordance  with
Section 0. The Closing of the Transaction contemplated by this Agreement will be
deemed to mean a waiver of all conditions to Closing. These conditions precedent
are for the benefit of Pubco and may be waived by Pubco in its sole discretion.

     (a)  Representations and Warranties

          The   representations  and  warranties  of  Priveco  and  the  Selling
          Shareholders  set forth in this  Agreement  will be true,  correct and
          complete in all respects as of the Closing Date, as though made on and
          as of the Closing  Date and  Priveco  will have  delivered  to Pubco a
          certificate  dated as of the  Closing  Date,  to the  effect  that the
          representations  and warranties  made by Priveco in this Agreement are
          true and correct.

     (b)  Performance

          All of the  covenants  and  obligations  that  Priveco and the Selling
          Shareholders  are  required to perform or to comply  with  pursuant to
          this Agreement at or prior to the Closing must have been performed and
          complied with in all material respects.

     (c)  Transaction Documents

          This  Agreement,   the  Priveco   Documents,   the  Priveco  Financial
          Statements and all other documents necessary or reasonably required to

                                       21
<PAGE>
          consummate  the  Transaction,  all in form  and  substance  reasonably
          satisfactory to Pubco, will have been executed and delivered to Pubco.

     (d)  Third Party Consents

          Pubco  will have  received  duly  executed  copies of all third  party
          consents and approvals  contemplated  by this  Agreement,  in form and
          substance reasonably satisfactory to Pubco.

     (e)  No Material Adverse Change

          No Priveco  Material  Adverse Effect will have occurred since the date
          of this Agreement.

     (f)  No Action

          No suit,  action,  or proceeding  will be pending or threatened  which
          would:

          (i)  prevent the consummation of any of the transactions  contemplated
               by this Agreement; or

          (ii) cause the Transaction to be rescinded following consummation.

     (g)  Private Placement and Outstanding Shares

          Priveco shall have  completed  the Private  Placement and will have no
          more than  12,350,000  shares  of  Priveco  Common  Stock  issued  and
          outstanding on the Closing Date.

     (h)  Delivery of Financial Statements

          Priveco will have delivered to Pubco the Priveco Financial Statements,
          which financial  statements will include audited financial  statements
          for Priveco's two fiscal years,  prepared in accordance  with GAAP and
          audited by an independent  auditor  registered with the Public Company
          Accounting Oversight Board in the United States.

     (i)  Due Diligence Review of Financial Statements

          Pubco and its accountants will be reasonably  satisfied with their due
          diligence   investigation   and  review  of  the   Priveco   Financial
          Statements.

     (j)  Due Diligence Generally

          Pubco and its solicitors  will be reasonably  satisfied with their due
          diligence investigation of Priveco that is reasonable and customary in
          a  transaction  of a  similar  nature  to  that  contemplated  by  the
          Transaction, including:

          (i)  materials,  documents  and  information  in  the  possession  and
               control  of  Priveco  and  the  Selling  Shareholders  which  are
               reasonably germane to the Transaction;

          (ii) a  physical  inspection  of the assets of Priveco by Pubco or its
               representatives; and

          (iii) title to the material assets of Priveco.

                                       22
<PAGE>
     (k)  Compliance with Securities Laws

          Pubco will have received evidence satisfactory to Pubco that the Pubco
          Shares issuable in the Transaction will be issuable:

          (i)  without  registration  pursuant to the Securities Act in reliance
               on  an  exemption  from  the  registration  requirements  of  the
               Securities Act provided by Regulation S and/or Regulation D; and

          (ii) in  reliance   upon  an  exemption   from  the   prospectus   and
               registration  requirements  of any  other  applicable  securities
               legislation.

          In order to  establish  the  availability  of the safe harbor from the
          registration  requirements  of the  Securities Act for the issuance of
          Pubco  Shares to each  Selling  Shareholder,  Priveco  will deliver to
          Pubco on Closing,  a US Securities Law  Questionnaire,  as applicable,
          duly executed by each Selling Shareholder.

5.2 CONDITIONS PRECEDENT TO CLOSING BY PRIVECO

The  obligation  of Priveco  and the  Selling  Shareholders  to  consummate  the
Transaction is subject to the  satisfaction  or written waiver of the conditions
set forth below by a date mutually  agreed upon by the parties hereto in writing
and in accordance with Section 0. The Closing of the Transaction  will be deemed
to mean a waiver of all conditions to Closing.  These  conditions  precedent are
for the  benefit of Priveco and the  Selling  Shareholders  and may be waived by
Priveco and the Selling Shareholders in their discretion.

     (a)  Representations and Warranties

          The  representations  and  warranties  of  Pubco  set  forth  in  this
          Agreement will be true, correct and complete in all respects as of the
          Closing  Date,  as though made on and as of the Closing Date and Pubco
          will have  delivered to Priveco a certificate  dated the Closing Date,
          to the effect that the representations and warranties made by Pubco in
          this Agreement are true and correct.

     (b)  Performance

          All of the  covenants  and  obligations  that  Pubco are  required  to
          perform or to comply with  pursuant to this  Agreement  at or prior to
          the Closing must have been performed and complied with in all material
          respects.  Pubco must have delivered each of the documents required to
          be delivered by it pursuant to this Agreement.

     (c)  Transaction Documents

          This Agreement,  the Pubco Documents and all other documents necessary
          or reasonably required to consummate the Transaction,  all in form and
          substance reasonably  satisfactory to Priveco, will have been executed
          and delivered by Pubco.

     (d)  Third Party Consents

          Priveco  will have  received  from Pubco duly  executed  copies of all
          third-party  consents,  permits,  authorisations  and approvals of any
          public,  regulatory  (including  the  SEC)  or  governmental  body  or

                                       23
<PAGE>
          authority or person or entity  contemplated by this Agreement,  in the
          form and substance reasonably satisfactory to Priveco.

     (e)  No Material Adverse Change

          No Pubco Material  Adverse Effect will have occurred since the date of
          this Agreement.

     (f)  No Action

          No suit,  action,  or proceeding will be pending or threatened  before
          any  governmental  or  regulatory  authority  wherein  an  unfavorable
          judgment,  order,  decree,  stipulation,  injunction  or charge  would
          result in and/or:

          (i)  prevent the consummation of any of the transactions  contemplated
               by this Agreement; or

          (ii) cause the Transaction to be rescinded following consummation.

     (g)  Outstanding Shares

          On the Closing Date,  Pubco will have no more than  48,200,000  common
          shares issued and  outstanding in the capital of Pubco,  following the
          Share  Split and the  cancellation  of  220,000,000  post Share  Split
          restricted shares of common stock.

     (h)  Share Split

          On or before the Closing Date,  the Share Split and Private  Placement
          shall be effective and have closed.

     (i)  Public Market

          On the Closing  Date,  the shares of Pubco Common Stock will be quoted
          on the National Association of Securities Dealers, Inc.'s OTC Bulletin
          Board.

     (j)  Due Diligence Review of Financial Statements

          Priveco and its  accountants  will be reasonably  satisfied with their
          due  diligence   investigation  and  review  of  the  Pubco  Financial
          Statements,  the  Pubco  SEC  Documents,  and  the  contents  thereof,
          prepared in accordance with GAAP.

     (k)  Due Diligence Generally

          Priveco  will  be  reasonably   satisfied  with  their  due  diligence
          investigation   of  Pubco  that  is  reasonable  and  customary  in  a
          transaction  of  a  similar  nature  to  that   contemplated   by  the
          Transaction.

6. ADDITIONAL COVENANTS OF THE PARTIES

6.1 NOTIFICATION OF FINANCIAL LIABILITIES

Priveco will  immediately  notify Pubco in accordance with Section 0 hereof,  if
Priveco  receives  any advice or  notification  from its  independent  certified
public  accounts  that Priveco has used any improper  accounting  practice  that
would have the effect of not reflecting or incorrectly  reflecting in the books,

                                       24
<PAGE>
records, and accounts of Priveco, any properties, assets, Liabilities, revenues,
or expenses.  Notwithstanding  any statement to the contrary in this  Agreement,
this covenant will survive Closing and continue in full force and effect.

6.2 ACCESS AND INVESTIGATION

Between the date of this  Agreement  and the Closing Date,  Priveco,  on the one
hand,  and  Pubco,  on the  other  hand,  will,  and  will  cause  each of their
respective representatives to:

     (a)  afford the other and its  representatives  full and free access to its
          personnel, properties, assets, contracts, books and records, and other
          documents and data;

     (b)  furnish  the other  and its  representatives  with  copies of all such
          contracts, books and records, and other existing documents and data as
          required by this  Agreement and as the other may otherwise  reasonably
          request; and

     (c)  furnish  the  other  and  its  representatives  with  such  additional
          financial,  operating, and other data and information as the other may
          reasonably request.

All  of  such  access,  investigation  and  communication  by a  party  and  its
representatives  will be conducted  during normal business hours and in a manner
designed  not to interfere  unduly with the normal  business  operations  of the
other party.  Each party will instruct its auditors to co-operate with the other
party and its representatives in connection with such investigations.

6.3 CONFIDENTIALITY

All information regarding the business of Priveco including, without limitation,
financial  information  that  Priveco  provides  to  Pubco  during  Pubco's  due
diligence  investigation  of Priveco will be kept in strict  confidence by Pubco
and will not be used  (except in  connection  with due  diligence),  dealt with,
exploited or commercialized by Pubco or disclosed to any third party (other than
Pubco's  professional  accounting and legal advisors)  without the prior written
consent of Priveco.  If the Transaction  contemplated by this Agreement does not
proceed for any reason,  then upon receipt of a written  request  from  Priveco,
Pubco will  immediately  return to  Priveco  (or as  directed  by  Priveco)  any
information  received regarding  Priveco's business.  Likewise,  all information
regarding  the  business  of  Pubco  including,  without  limitation,  financial
information   that  Pubco   provides  to  Priveco   during  its  due   diligence
investigation of Pubco will be kept in strict confidence by Priveco and will not
be used (except in  connection  with due  diligence),  dealt with,  exploited or
commercialized  by Priveco or disclosed to any third party (other than Priveco's
professional  accounting  and legal  advisors)  without  Pubco's  prior  written
consent. If the Transaction  contemplated by this Agreement does not proceed for
any reason,  then upon  receipt of a written  request  from Pubco,  Priveco will
immediately  return to Pubco (or as directed by Pubco) any information  received
regarding Pubco's business.

6.4 NOTIFICATION

Between the date of this Agreement and the Closing Date,  each of the parties to
this Agreement  will promptly  notify the other parties in writing if it becomes
aware of any fact or condition that causes or  constitutes a material  breach of
any of its representations  and warranties as of the date of this Agreement,  if
it becomes aware of the occurrence  after the date of this Agreement of any fact
or  condition  that would  cause or  constitute  a  material  breach of any such
representation  or warranty had such  representation or warranty been made as of
the time of occurrence  or discovery of such fact or condition.  Should any such
fact or condition  require any change in the  Schedules  relating to such party,

                                       25
<PAGE>
such  party  will  promptly  deliver to the other  parties a  supplement  to the
Schedules  specifying  such  change.  During  the same  period,  each party will
promptly  notify the other parties of the  occurrence of any material  breach of
any of its  covenants in this  Agreement or of the  occurrence of any event that
may make the satisfaction of such conditions impossible or unlikely.

6.5 EXCLUSIVITY

Until such time,  if any,  as this  Agreement  is  terminated  pursuant  to this
Agreement,  Priveco  and  Pubco  will  not,  directly  or  indirectly,  solicit,
initiate,  entertain  or accept any  inquiries  or  proposals  from,  discuss or
negotiate with, provide any non-public information to, or consider the merits of
any  unsolicited  inquiries or proposals  from, any person or entity relating to
any transaction  involving the sale of the business or assets (other than in the
ordinary  course of business),  or any of the capital stock of Priveco or Pubco,
as applicable, or any merger,  consolidation,  business combination,  or similar
transaction other than as contemplated by this Agreement.

6.6 CONDUCT OF PRIVECO AND PUBCO BUSINESS PRIOR TO CLOSING

From the date of this  Agreement to the Closing  Date,  and except to the extent
that Pubco  otherwise  consents in writing,  Priveco  will  operate its business
substantially  as  presently  operated  and only in the  ordinary  course and in
compliance with all applicable laws, and use its best efforts to preserve intact
its good  reputation  and present  business  organization  and to  preserve  its
relationships with persons having business dealings with it. Likewise,  from the
date of this  Agreement  to the  Closing  Date,  and except to the  extent  that
Priveco  otherwise  consents  in  writing,   Pubco  will  operate  its  business
substantially  as  presently  operated  and only in the  ordinary  course and in
compliance with all applicable laws, and use its best efforts to preserve intact
its good  reputation  and present  business  organization  and to  preserve  its
relationships with persons having business dealings with it.

6.7 CERTAIN ACTS PROHIBITED - PRIVECO

Except  as  expressly   contemplated  by  this  Agreement  or  for  purposes  in
furtherance  of this  Agreement,  between  the  date of this  Agreement  and the
Closing Date, Priveco will not, without the prior written consent of Pubco:

     (a)  amend its Constitution, Articles of Association or other incorporation
          documents;

     (b)  incur any liability or obligation other than in the ordinary course of
          business or encumber or permit the  encumbrance  of any  properties or
          assets of Priveco except in the ordinary course of business;

     (c)  dispose of or contract  to dispose of any Priveco  property or assets,
          including the  Intellectual  Property  Assets,  except in the ordinary
          course of business consistent with past practice;

     (d)  issue,  deliver,  sell, pledge or otherwise encumber or subject to any
          lien any shares of the Priveco Common Stock,  or any rights,  warrants
          or  options  to  acquire,  any  such  shares,   voting  securities  or
          convertible securities;

     (e)  not:

                                       26
<PAGE>
          (i)  declare,  set  aside or pay any  dividends  on, or make any other
               distributions in respect of the Priveco Common Stock, or

          (ii) split, combine or reclassify any Priveco Common Stock or issue or
               authorize the issuance of any other  securities in respect of, in
               lieu of or in substitution for shares of Priveco Common Stock; or

     (f)  not materially increase benefits or compensation  expenses of Priveco,
          other than as contemplated by the terms of any employment agreement in
          existence   on  the  date  of  this   Agreement,   increase  the  cash
          compensation of any director,  executive officer or other key employee
          or pay any benefit or amount not required by a plan or  arrangement as
          in effect on the date of this Agreement to any such person.

6.8 CERTAIN ACTS PROHIBITED - PUBCO

Except as expressly  contemplated  by this  Agreement,  between the date of this
Agreement  and the  Closing  Date,  Pubco will not,  without  the prior  written
consent of Priveco:

     (a)  incur  any   liability  or   obligation  or  encumber  or  permit  the
          encumbrance  of any  properties  or  assets  of  Pubco  except  in the
          ordinary course of business consistent with past practice;

     (b)  dispose of or  contract  to dispose  of any Pubco  property  or assets
          except  in the  ordinary  course  of  business  consistent  with  past
          practice;

     (c)  declare,  set  aside  or pay  any  dividends  on,  or make  any  other
          distributions in respect of the Pubco Common Stock; or

     (d)  materially  increase  benefits  or  compensation  expenses  of  Pubco,
          increase the cash  compensation of any director,  executive officer or
          other key employee or pay any benefit or amount to any such person.

6.9 PUBLIC ANNOUNCEMENTS

Pubco and Priveco  each agree that they will not release or issue any reports or
statements or make any public  announcements  relating to this  Agreement or the
Transaction  contemplated  herein without the prior written consent of the other
party,  except as may be required by the disclosure  obligation imposed on Pubco
or Priveco or their  respective  affiliates  under rules or  regulations  of any
stock exchange or laws of any jurisdiction.

7. CLOSING

7.1 CLOSING

The Closing  shall take place on the Closing  Date at the offices of the lawyers
for Pubco or at such other location as agreed to by the parties. Notwithstanding
the location of the Closing, each party agrees that the Closing may be completed
by the exchange of undertakings between the respective legal counsel for Priveco
and  Pubco,   provided  such  undertakings  are  satisfactory  to  each  party's
respective legal counsel.

                                       27
<PAGE>
7.2 CLOSING DELIVERIES OF PRIVECO AND THE SELLING SHAREHOLDERS

At Closing,  Priveco and the Selling  Shareholders  will  deliver or cause to be
delivered the following, fully executed and in the form and substance reasonably
satisfactory to Pubco:

     (a)  copies of all  resolutions  and/or  consent  actions  adopted by or on
          behalf of the board of  directors  of Priveco  evidencing  approval of
          this Agreement and the Transaction;

     (b)  if any of the Selling  Shareholders  appoint  any person,  by power of
          attorney  or  equivalent,  to  execute  this  Agreement  or any  other
          agreement,  document,  instrument or certificate  contemplated by this
          agreement,  on behalf of the Selling Shareholder,  a valid and binding
          power of attorney or equivalent from such Selling Shareholder;

     (c)  share  certificates  representing  the  Priveco  Shares as required by
          Section 0 of this Agreement, if such have been issued;

     (d)  confirmation of cancellation of the Priveco Warrants;

     (e)  certificates and other documents  required by Sections 0 and 0 of this
          Agreement; and

     (f)  the Priveco Documents,  the Priveco Financial Statements and any other
          necessary  documents,  each duly  executed by Priveco,  as required to
          give effect to the Transaction.

7.3 CLOSING DELIVERIES OF PUBCO

At Closing,  Pubco will deliver or cause to be delivered  the  following,  fully
executed and in the form and substance reasonably satisfactory to Priveco:

     (a)  copies of all  resolutions  and/or  consent  actions  adopted by or on
          behalf of the board of directors of Pubco evidencing  approval of this
          Agreement and the Transaction;

     (b)  all  certificates  and other  documents  required by Section 0 of this
          Agreement,  including  confirmation of the share cancellation required
          pursuant to Section 5.2(g);

     (c)  deliver or cause to be delivered the share  certificates  representing
          the Pubco  Shares and  warrant  certificates  to replace  the  Priveco
          Warrants on identical terms; and

     (d)  the Pubco  Documents  and any  other  necessary  documents,  each duly
          executed by Pubco, as required to give effect to the Transaction.

8. TERMINATION

8.1 TERMINATION

This  Agreement  may be  terminated  at any  time  prior  to  the  Closing  Date
contemplated hereby by:

     (a)  mutual agreement of Pubco and Priveco;

     (b)  Pubco,  if there has been a  material  breach by Priveco or any of the
          Selling  Shareholders  of  any  material   representation,   warranty,
          covenant  or  agreement  set  forth in this  Agreement  on the part of
          Priveco  or  the  Selling  Shareholders  that  is  not  cured,  to the
          reasonable  satisfaction  of Pubco,  within  ten  business  days after

                                       28
<PAGE>
          notice of such  breach is given by Pubco  (except  that no cure period
          will be provided  for a breach by Priveco or the Selling  Shareholders
          that by its nature cannot be cured);

     (c)  Priveco,  if there has been a material breach by Pubco of any material
          representation,  warranty,  covenant  or  agreement  set forth in this
          Agreement  on the part of  Pubco  that is not  cured by the  breaching
          party, to the reasonable  satisfaction of Priveco, within ten business
          days after  notice of such breach is given by Priveco  (except that no
          cure period will be provided  for a breach by Pubco that by its nature
          cannot be cured);

     (d)  Pubco or Priveco,  if the  Transaction  contemplated by this Agreement
          has not been  consummated  prior  to 45 days  after  the date  hereof,
          unless the parties hereto agree to extend such date in writing; or

     (e)  Pubco or  Priveco  if any  permanent  injunction  or other  order of a
          governmental entity of competent authority preventing the consummation
          of the Transaction contemplated by this Agreement has become final and
          non-appealable.

8.2 EFFECT OF TERMINATION

In the event of the termination of this Agreement as provided in Section 0, this
Agreement  will be of no further  force or effect,  provided,  however,  that no
termination  of this  Agreement  will  relieve  any party of  liability  for any
breaches of this  Agreement  that are based on a wrongful  refusal or failure to
perform any obligations.

9. INDEMNIFICATION, REMEDIES, SURVIVAL

9.1 CERTAIN DEFINITIONS

For the purposes of this  Article 0 the terms  "LOSS" and "LOSSES"  mean any and
all demands, claims, actions or causes of action, assessments,  losses, damages,
Liabilities,  costs,  and  expenses,  including  without  limitation,  interest,
penalties,  fines and reasonable  attorneys,  accountants and other professional
fees and expenses, but excluding any indirect, consequential or punitive damages
suffered by Pubco or Priveco including damages for lost profits or lost business
opportunities.

9.2 AGREEMENT OF PRIVECO TO INDEMNIFY

Priveco will  indemnify,  defend,  and hold harmless,  to the full extent of the
law, Pubco and its  shareholders  from,  against,  and in respect of any and all
Losses asserted against, relating to, imposed upon, or incurred by Pubco and its
shareholders by reason of, resulting from, based upon or arising out of:

     (a)  the breach by Priveco of any  representation  or  warranty  of Priveco
          contained in or made pursuant to this Agreement,  any Priveco Document
          or any  certificate  or other  instrument  delivered  pursuant to this
          Agreement; or

     (b)  the breach or partial  breach by Priveco of any  covenant or agreement
          of Priveco made in or pursuant to this Agreement, any Priveco Document
          or any  certificate  or other  instrument  delivered  pursuant to this
          Agreement.

                                       29
<PAGE>
9.3 AGREEMENT OF THE SELLING SHAREHOLDERS TO INDEMNIFY

The Selling Shareholders will indemnify,  defend, and hold harmless, to the full
extent of the law, Pubco and its shareholders from,  against,  and in respect of
any and all Losses asserted  against,  relating to, imposed upon, or incurred by
Pubco and its  shareholders by reason of,  resulting from, based upon or arising
out of:

     (a)  any breach by the Selling Shareholders of Section 0 of this Agreement;
          or

     (b)  any misstatement,  misrepresentation  or breach of the representations
          and warranties made by the Selling  Shareholders  contained in or made
          pursuant to the Questionnaires executed by each Selling Shareholder as
          part of the share  exchange  procedure  detailed  in Section 0 of this
          Agreement.

9.4 AGREEMENT OF PUBCO TO INDEMNIFY

Pubco will indemnify,  defend, and hold harmless, to the full extent of the law,
Priveco and the Selling  Shareholders from, against,  for, and in respect of any
and all Losses  asserted  against,  relating to,  imposed  upon,  or incurred by
Priveco and the Selling Shareholders by reason of, resulting from, based upon or
arising out of:

     (a)  the  breach  by  Pubco  of any  representation  or  warranty  of Pubco
          contained in or made pursuant to this Agreement, any Pubco Document or
          any  certificate  or  other  instrument  delivered  pursuant  to  this
          Agreement; or

     (b)  the breach or partial  breach by Pubco of any covenant or agreement of
          Pubco made in or pursuant to this Agreement, any Pubco Document or any
          certificate or other instrument delivered pursuant to this Agreement.

10. MISCELLANEOUS PROVISIONS

10.1 EFFECTIVENESS OF REPRESENTATIONS; SURVIVAL

Each party is entitled to rely on the representations, warranties and agreements
of  each of the  other  parties  and all  such  representation,  warranties  and
agreement will be effective  regardless of any investigation  that any party has
undertaken or failed to undertake.  Unless  otherwise  stated in this Agreement,
and  except  for  instances  of  fraud,  the  representations,   warranties  and
agreements  will  survive the Closing Date and continue in full force and effect
until one (1) year after the Closing Date.

10.2 FURTHER ASSURANCES

Each of the  parties  hereto  will  co-operate  with the others and  execute and
deliver to the other  parties  hereto such other  instruments  and documents and
take such other actions as may be reasonably  requested from time to time by any
other party hereto as necessary to carry out, evidence, and confirm the intended
purposes of this Agreement.

10.3 AMENDMENT

This  Agreement may not be amended  except by an instrument in writing signed by
each of the parties.

                                       30
<PAGE>
10.4 EXPENSES

Pubco will bear all costs incurred in connection with the preparation, execution
and  performance  of this  Agreement and the  Transaction  contemplated  hereby,
including  all fees and  expenses of agents,  representatives  and  accountants;
provided that Pubco and Priveco will bear its respective legal costs incurred in
connection with the preparation, execution and performance of this Agreement and
the Transaction contemplated hereby.

10.5 ENTIRE AGREEMENT

This  Agreement,  the  schedules  attached  hereto  and the other  documents  in
connection  with this  transaction  contain  the entire  agreement  between  the
parties  with  respect to the  subject  matter  hereof and  supersede  all prior
arrangements and  understandings,  both written and oral,  expressed or implied,
with respect  thereto.  Any  preceding  correspondence  or offers are  expressly
superseded and terminated by this Agreement.

10.6 NOTICES

All notices and other communications  required or permitted under this Agreement
must be in writing and will be deemed given if sent by personal delivery,  faxed
with  electronic  confirmation of delivery,  internationally-recognized  express
courier or  registered or certified  mail (return  receipt  requested),  postage
prepaid, to the parties at the following addresses (or at such other address for
a party as will be specified by like notice):

If to Priveco or any of the Selling Shareholders:

     NEVADA LITHIUM CORPORATION
     9443 Axlund Road,
     Lynden, Washington 98264

     Attention: John Hiner
     Telephone: 360- 318- 8352

     If to Pubco:

     LITHIUM CORPORATION
     9121 Atlanta Avenue,
      #314 Huntington Beach, CA 98264

     Attention: Tom Lewis
     Telephone: 509-723-1268
     Facsimile: 509-536-2067

     With a copy (which will not constitute notice) to:

     W.L.  MACDONALD LAW CORPORATION Suite 1210 - 777 Hornby Street
     Vancouver, British Columbia Canada V6Z 1S4

     Attention: William L. Macdonald
     Telephone: (604) 689-1022
     Facsimile: (604) 681-4760

                                       31
<PAGE>
All such notices and other communications will be deemed to have been received:

     (a)  in the case of personal delivery, on the date of such delivery;

     (b)  in the case of a fax,  when the party  sending  such fax has  received
          electronic confirmation of its delivery;

     (c)  in the case of delivery by internationally-recognized express courier,
          on the business day following dispatch; and

     (d)  in the case of mailing, on the fifth business day following mailing.

10.7 HEADINGS

The headings  contained in this Agreement are for convenience  purposes only and
will not affect in any way the meaning or interpretation of this Agreement.

10.8 BENEFITS

This  Agreement  is and  will  only  be  construed  as  for  the  benefit  of or
enforceable by those persons party to this Agreement.

10.9 ASSIGNMENT

This  Agreement  may not be assigned  (except by  operation of law) by any party
without the consent of the other parties.

10.10 GOVERNING LAW

This Agreement will be governed by and construed in accordance  with the laws of
the State of Nevada applicable to contracts made and to be performed therein.

10.11 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 rule of strict  construction
will be applied against any party.

10.12 GENDER

All  references to any party will be read with such changes in number and gender
as the context or reference requires.

10.13 BUSINESS DAYS

If the last or  appointed  day for the  taking  of any  action  required  or the
expiration of any rights granted  herein shall be a Saturday,  Sunday or a legal
holiday  in the State of Nevada,  then such  action may be taken or right may be
exercised on the next  succeeding day which is not a Saturday,  Sunday or such a
legal holiday.

10.14 COUNTERPARTS

This Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more

                                       32
<PAGE>
counterparts  have been signed by each of the parties and delivered to the other
parties,   it  being  understood  that  all  parties  need  not  sign  the  same
counterpart.

10.15 FAX EXECUTION

This  Agreement may be executed by delivery of executed  signature  pages by fax
and such fax execution will be effective for all purposes.

10.16 SCHEDULES AND EXHIBITS

The  schedules  and  exhibits are attached to this  Agreement  and  incorporated
herein.

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

LITHIUM CORPORATION


Per: /s/ Tom Lewis
    ----------------------------------
    Authorized Signatory
    Name:  Tom Lewis
    Title: President

NEVADA LITHIUM CORPORATION


Per: /s/ John Hiner
    ----------------------------------
    Authorized Signatory
    Name:  John Hiner
    Title: President

                                       33
<PAGE>
                                   SCHEDULE 1

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


                            THE SELLING SHAREHOLDERS

                                        Number of             Total Number of
                                      Priveco Shares            Pubco Shares
                                       Held before            to be issued by
Shareholder's Name                       Closing              Pubco on Closing
------------------                       -------              ----------------

John E. Hiner                          10,000,000               10,000,000

Banque SCS Alliance S.A.                1,000,000                1,000,000

Banque SCS Alliance S.A.                1,000,000                1,000,000
Nevada Alaska Mining Co.
Robert Craig
Barbara Anne Craig
Elizabeth Dickman                         350,000                  350,000

TOTAL                                  12,350,000               12,350,000

                                       34
<PAGE>
                                   SCHEDULE 1A

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
         SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT

ACKNOWLEDGED AND AGREED TO THIS _____ day of ______________, 2009, BY:


----------------------------------------------------
(Name of Subscriber - Please type or print)

----------------------------------------------------
(Signature and, if applicable, Office)

----------------------------------------------------
(Address of Subscriber)

----------------------------------------------------
(City, State or Province, Postal Code of Subscriber)

----------------------------------------------------
(Country of Subscriber)

----------------------------------------------------
(Telephone number of Subscriber)

----------------------------------------------------
(Social Security/Insurance No. of Subscriber)
<PAGE>
                                   SCHEDULE 2

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT

                        U.S. SECURITIES LAW QUESTIONNAIRE

The  following  questionnaire  is to be completed by you (the  "Subscriber")  in
furtherance of a proposed investment in Utalk  Communcations Inc. ("Utalk"),  as
described in the Agreement attached hereto,  dated October 9, 2009,  pursuant to
which the Subscriber  has agreed to acquire  certain shares of common stock (the
"Securities")  from Utalk.  This  questionnaire  will be relied upon by Utalk to
complete the transactions contemplated in the Agreement.

1. If not a resident in the United States, the Subscriber covenants,  represents
and warrants to Utalk that:

     (a)  the  Subscriber  is not acquiring  the  Securities  for the account or
          benefit of, directly or indirectly, any U.S. Person;

     (b)  the Subscriber is not a U.S. Person;

     (c)  the  Subscriber  is  resident  in  the  jurisdiction  set  out  on the
          signature page of this Agreement;

     (d)  the sale of the  Securities to the Subscriber as  contemplated  in the
          Letter  Agreement  complies  with or is  exempt  from  the  applicable
          securities  legislation  of  the  jurisdiction  of  residence  of  the
          Subscriber;

     (e)  the Subscriber is acquiring the Securities for investment only and not
          with a view to resale or  distribution  and, in particular,  it has no
          intention to distribute either directly or indirectly any of the Units
          in the United States or to U.S. Persons;

     (f)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing  this Agreement and is acquiring the Securities as principal
          for the  Subscriber's own account,  for investment  purposes only, and
          not with a view to, or for, resale,  distribution or fractionalisation
          thereof,  in whole or in part,  and no other  person  has a direct  or
          indirect beneficial interest in such SECURITIES; and

     (g)  the  Subscriber  is not an  underwriter  of, or dealer  in, the common
          shares of the Company, nor is the Purchaser participating, pursuant to
          a  contractual  agreement or  otherwise,  in the  distribution  of the
          SECURITIES.

2. If resident in the United States,  the Subscriber  covenants,  represents and
warrants to Utalk that:

     (a)  the Subscriber is a U.S. Person;

     (b)  the  Subscriber  has such  knowledge  and  experience in financial and
          business  matters as to be capable of evaluating  the merits and risks
<PAGE>
          of the transactions  detailed in the Subscription  Agreement and it is
          able to bear the economic risk of loss arising from such transactions;

     (c)  the Subscriber is acquiring the Securities for investment only and not
          with a view to resale or  distribution  and, in particular,  it has no
          intention  to  distribute  either  directly or  indirectly  any of the
          Securities in the United States or to U.S. Persons; provided, however,
          that  the  Subscriber  may  sell or  otherwise  dispose  of any of the
          Securities pursuant to registration thereof pursuant to the SECURITIES
          ACT OF 1933 (the "1933 Act") and any applicable  State securities laws
          unless an exemption from such  registration  requirements is available
          or  registration  is not required  pursuant to  Regulation S under the
          1933 Act or  registration  is otherwise  not required  under this 1933
          Act;

     (d)  the Subscriber satisfies one or more of the categories indicated below
          (please check the appropriate box):

          [ ]   Category 1    An organization  described in Section 501(c)(3) of
                              the  United  States   Internal   Revenue  Code,  a
                              corporation,  a Massachusetts  or similar business
                              trust or partnership,  not formed for the specific
                              purpose of acquiring  the  Securities,  with total
                              assets in excess of US $5,000,000;

          [ ]   Category 2    A natural person whose  individual  net worth,  or
                              joint net worth with that person's spouse,  on the
                              date of purchase exceeds US $1,000,000;

          [ ]   Category 3    A natural  person who had an individual  income in
                              excess  of US  $200,000  in each  of the two  most
                              recent  years or joint  income with that  person's
                              spouse in excess of US  $300,000  in each of those
                              years and has a reasonable expectation of reaching
                              the same income level in the current year;

          [ ]   Category 4    A "bank" as defined under Section (3)(a)(2) of the
                              1933 Act or savings and loan  association or other
                              institution  as defined in Section  3(a)(5)(A)  of
                              the 1933 Act acting in its individual or fiduciary
                              capacity;  a broker dealer registered  pursuant to
                              Section 15 of the SECURITIES  EXCHANGE ACT OF 1934
                              (United States);  an insurance  company as defined
                              in Section  2(13) of the 1933 Act;  an  investment
                              company  registered  under the INVESTMENT  COMPANY
                              ACT  OF  1940   (United   States)  or  a  business
                              development company as defined in Section 2(a)(48)
                              of such Act; a Small Business  Investment  Company
                              licensed by the U.S. Small Business Administration
                              under Section  301(c) or (d) of the SMALL BUSINESS
                              INVESTMENT  ACT OF 1958  (United  States);  a plan
                              with   total   assets  in  excess  of   $5,000,000
                              established and maintained by a state, a political
                              subdivision    thereof,    or   an    agency    or
                              instrumentality   of  a  state   or  a   political
                              subdivision   thereof,  for  the  benefit  of  its
                              employees;  an  employee  benefit  plan within the
                              meaning of the EMPLOYEE RETIREMENT INCOME SECURITY
                              ACT  OF  1974  (United  States)  whose  investment
                              decisions are made by a plan fiduciary, as defined
                              in  Section  3(21) of such Act,  which is either a
                              bank,  savings  and  loan  association,  insurance
                              company or registered  investment  adviser,  or if
<PAGE>
                              the  employee  benefit  plan has  total  assets in
                              excess of $5,000,000, or, if a self-directed plan,
                              whose  investment  decisions  are made  solely  by
                              persons that are accredited investors;

          [ ]   Category 5    A private business  development company as defined
                              in Section  202(a)(22) of the INVESTMENT  ADVISERS
                              ACT OF 1940 (United States);

          [ ]   Category 6    A director or executive officer of Utalk;

          [ ]   Category  7   A trust with total assets in excess of $5,000,000,
                              not formed for the  specific  purpose of acquiring
                              the  Securities,  whose  purchase is directed by a
                              sophisticated   person   as   described   in  Rule
                              506(b)(2)(ii) under the 1933 Act; or

          [ ]   Category  8   An  entity  in  which  all  of the  equity  owners
                              satisfy  the  requirements  of one or  more of the
                              foregoing categories; and

     (e)  the Subscriber is not acquiring the Securities as a result of any form
          of   general    solicitation   or   general   advertising    including
          advertisements, articles, notices or other communications published in
          any newspaper,  magazine or similar media or broadcast over radio,  or
          television,  or any  seminar  or  meeting  whose  attendees  have been
          invited by general solicitation or general advertising.

     IN WITNESS WHEREOF,  the undersigned has executed this  Questionnaire as of
the _____ day of __________________, 2009.

If a Corporation, Partnership
or Other Entity:                          If an Individual:


--------------------------------------    --------------------------------------
Print or Type Name of Entity              Signature


--------------------------------------    --------------------------------------
Signature of Authorized Signatory         Print or Type Name


--------------------------------------    --------------------------------------
Type of Entity                            Social Security/Tax I.D. No.
<PAGE>
                                   SCHEDULE 2A

        TO THE SHARE EXCHANGE AGREEMENT AMONG UTALK COMMUNICATIONS INC.,
           NEVADA LITHIUM CORPORATION AND THE SELLING SHAREHOLDERS AS
                                 SET OUT IN THE
                            SHARE EXCHANGE AGREEMENT

                       CERTIFICATE OF NON-U.S. SHAREHOLDER
                                       OF
                            UTALK COMMUNICATIONS INC.

In  connection  with the  issuance  of common  stock (the  "Pubco  Shares"  and,
together with the Pubco Shares, the "Pubco Securities") of Utalk  Communications
Inc.,  a Nevada  corporation  ("Pubco"),  to the  undersigned,  pursuant to that
certain Share Exchange Agreement dated October 9, 2009 (the "Agreement"),  among
Pubco, Nevada Lithium Corporation.,  a company incorporated pursuant to the laws
of the State of Nevada ("Priveco") and the shareholders of Priveco as set out in
the Agreement (each, a "Selling  Shareholder"),  the undersigned  hereby agrees,
acknowledges, represents and warrants that:

1.   the undersigned is not a "U.S.  Person" as such term is defined by Rule 902
     of Regulation S under the United States  Securities Act of 1933, as amended
     ("U.S.  Securities  Act") (the  definition  of which  includes,  but is not
     limited to, an  individual  resident in the U.S.  and an estate or trust of
     which any executor or administrator or trust, respectively is a U.S. Person
     and any partnership or corporation organized or incorporated under the laws
     of the U.S.);

2.   none of the Pubco Securities have been or will be registered under the U.S.
     Securities  Act,  or under any state  securities  or "blue sky" laws of any
     state of the  United  States,  and may not be offered or sold in the United
     States or, directly or indirectly, to U.S. Persons, as that term is defined
     in Regulation S, except in accordance  with the  provisions of Regulation S
     or pursuant to an exemption  from, or in a transaction  not subject to, the
     registration requirements of the U.S. Securities Act and in compliance with
     any applicable state and foreign securities laws;

3.   the undersigned  understands and agrees that offers and sales of any of the
     Pubco  Securities prior to the expiration of a period of one year after the
     date of  original  issuance  of the Pubco  Securities  (the one year period
     hereinafter  referred to as the Distribution  Compliance Period) shall only
     be made in  compliance  with  the  safe  harbor  provisions  set  forth  in
     Regulation  S,  pursuant  to  the  registration   provisions  of  the  U.S.
     Securities  Act or an  exemption  therefrom,  and that all offers and sales
     after the Distribution  Compliance  Period shall be made only in compliance
     with the registration provisions of the U.S. Securities Act or an exemption
     therefrom and in each case only in  accordance  with  applicable  state and
     foreign securities laws;

4.   the  undersigned  understands  and  agrees  not to  engage  in any  hedging
     transactions involving any of the Pubco Securities unless such transactions
     are in compliance  with the  provisions of the U.S.  Securities  Act and in
     each  case  only  in  accordance  with  applicable   state  and  provincial
     securities laws;

5.   the  undersigned is acquiring the Pubco  Securities for investment only and
     not with a view to resale or  distribution  and, in  particular,  it has no
     intention to  distribute  either  directly or  indirectly  any of the Pubco
     Securities in the United States or to U.S. Persons;
<PAGE>
6.   the undersigned  has not acquired the Pubco  Securities as a result of, and
     will not itself  engage in, any  directed  selling  efforts  (as defined in
     Regulation S under the U.S. Securities Act) in the United States in respect
     of the Pubco Securities  which would include any activities  undertaken for
     the purpose of, or that could reasonably be expected to have the effect of,
     conditioning  the market in the United  States for the resale of any of the
     Pubco  Securities;  provided,  however,  that the  undersigned  may sell or
     otherwise dispose of the Pubco Securities pursuant to registration  thereof
     under the U.S.  Securities  Act and any  applicable  state  and  provincial
     securities laws or under an exemption from such registration requirements;

7.   the statutory and regulatory  basis for the exemption  claimed for the sale
     of the Pubco Securities,  although in technical  compliance with Regulation
     S, would not be  available  if the  offering is part of a plan or scheme to
     evade  the  registration  provisions  of  the  U.S.  Securities  Act or any
     applicable state and provincial securities laws;

8.   the  undersigned  has not  undertaken,  and  will  have no  obligation,  to
     register any of the Pubco Securities under the U.S. Securities Act;

9.   Pubco   is   entitled   to  rely  on  the   acknowledgements,   agreements,
     representations  and  warranties  and the  statements  and  answers  of the
     Selling   Shareholders   contained  in  the  Agreement  and  those  of  the
     undersigned  contained in this  Certificate,  and the undersigned will hold
     harmless Pubco from any loss or damage either one may suffer as a result of
     any such  acknowledgements,  agreements,  representations and/or warranties
     made by the Selling  Shareholders and/or the undersigned not being true and
     correct;

10.  the undersigned has been advised to consult their own respective legal, tax
     and other advisors with respect to the merits and risks of an investment in
     the Pubco Securities and, with respect to applicable  resale  restrictions,
     is  solely  responsible  (and  Pubco  is not in any  way  responsible)  for
     compliance with applicable resale restrictions;

11.  none of the Pubco  Securities are listed on any stock exchange or automated
     dealer  quotation  system  and  no  representation  has  been  made  to the
     undersigned  that any of the Pubco  Securities  will  become  listed on any
     stock exchange or automated dealer quotation system,  except that currently
     certain  market makers make market in the common shares of Pubco on the OTC
     Bulletin Board;

12.  the  undersigned  is outside the United States when receiving and executing
     this Agreement and is acquiring the Pubco Securities as principal for their
     own account,  for investment purposes only, and not with a view to, or for,
     resale, distribution or fractionalization thereof, in whole or in part, and
     no other person has a direct or indirect  beneficial  interest in the Pubco
     Securities;

13.  neither the SEC nor any other securities  commission or similar  regulatory
     authority has reviewed or passed on the merits of the Pubco Securities;

14.  the Pubco  Securities are not being acquired,  directly or indirectly,  for
     the account or benefit of a U.S. Person or a person in the United States;

15.  the undersigned acknowledges and agrees that Pubco shall refuse to register
     any transfer of Pubco Securities not made in accordance with the provisions
     of Regulation S, pursuant to registration under the U.S. Securities Act, or
     pursuant  to an  available  exemption  from  registration  under  the  U.S.
     Securities Act;
<PAGE>
16.  the undersigned  understands and agrees that the Pubco Securities will bear
     the following legend:

     "THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  OFFERED  IN AN  OFFSHORE
     TRANSACTION  TO A  PERSON  WHO IS NOT A U.S.  PERSON  (AS  DEFINED  HEREIN)
     PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
     AMENDED (THE "1933 ACT").

     NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN REGISTERED  UNDER THE
     1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY
     NOT BE OFFERED OR SOLD,  DIRECTLY OR  INDIRECTLY,  IN THE UNITED STATES (AS
     DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
     OF REGULATION S UNDER THE 1933 ACT,  PURSUANT TO AN EFFECTIVE  REGISTRATION
     STATEMENT  UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM,
     OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
     1933  ACT AND IN  EACH  CASE  ONLY  IN  ACCORDANCE  WITH  APPLICABLE  STATE
     SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
     MAY NOT BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH THE 1933  ACT.  "UNITED
     STATES"  AND "U.S.  PERSON" ARE AS DEFINED BY  REGULATION  S UNDER THE 1933
     ACT."

17.  the address of the  undersigned  included herein is the sole address of the
     undersigned as of the date of this certificate.

IN WITNESS WHEREOF, I have executed this Certificate of Non-U.S. Shareholder.

Date:__________________________________________, 2009


--------------------------------------
Signature


--------------------------------------
Print Name


--------------------------------------
Title (if applicable)


--------------------------------------
Address

--------------------------------------
<PAGE>
                                   SCHEDULE 3

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


                        DIRECTORS AND OFFICERS OF PRIVECO

DIRECTORS:

John Hiner

OFFICERS:

John Hiner

<PAGE>
                                   SCHEDULE 4

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


                         DIRECTORS AND OFFICERS OF PUBCO

DIRECTORS:

Mazen Hleiss
Tom Lewis

OFFICERS:

Tom Lewis

<PAGE>
                                   SCHEDULE 5

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


            PRIVECO LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES,
                       TAXES AND OTHER PROPERTY INTERESTS


None (see schedule 7)

<PAGE>
                                   SCHEDULE 6

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


                          PRIVECO INTELLECTUAL PROPERTY

None

<PAGE>
                                   SCHEDULE 7

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


                           PRIVECO MATERIAL CONTRACTS

<TABLE>
<CAPTION>
       Document Name               Date            Parties                     Subject Matter / Related Document
       -------------               ----            -------                     ---------------------------------
<C>                           <C>               <C>                            <C>
1. Lease Purchase Agreement   June 1, 2009      Nevada Lithium                 Acquisition of lease interest in
                                                Corporation (formerly          certain mining claims in Esmeralda
                                                Lithium Corporation) and       County, Nevada
                                                certain sellers

2. Letter of Intent           March 16, 2009    Nevada Lithium                 Acquisition of lease interest in
                                                Corporation (formerly          certain mining claims in Nevada
                                                Lithium Corporation) and
                                                Cerro Rico Ventures LLC
</TABLE>

<PAGE>
                                   SCHEDULE 8

                         TO THE SHARE EXCHANGE AGREEMENT
       AMONG UTALK COMMUNICATIONS INC., NEVADA LITHIUM CORPORATION AND THE
        SELLING SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT


                 PRIVECO EMPLOYMENT AGREEMENTS AND ARRANGEMENTS

None