Filed by sedaredgar.com - Endeavor Explorations Inc. - Exhibit 10.4






ASSET PURCHASE AGREEMENT

          This
ASSET PURCHASE AGREEMENT made effective as of the 27th day of October
2009, between Endeavor Explorations Inc., a Nevada corporation (the
“Company”) and Spidex Technologies, a proprietorship owned by Gregory
Corcoran (the “Seller”).

RECITALS

          WHEREAS,
the Company desires to purchase certain intellectual property assets of the
Seller and the Seller desires to sell such assets to the Company, which are
described in Exhibit “A” attached hereto (the “Purchased Assets”) on the
terms and conditions set forth in this agreement;

          NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made,
and in consideration of the representations, warranties, and covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

1.      Purchase and Sale

          1.1     
Purchased Assets. Subject to the terms and conditions of this agreement
and based on the representations and warranties of the parties as set forth in
this agreement, on the Closing Date (as defined in Section 1.4) the Seller will
sell, assign transfer, convey and deliver to the Company, and the Company will
purchase and assume from the Seller, free and clear of all liens, claims and
encumbrances, all of the Seller’s right, title and interest in and to all of the
Purchased Assets.

          1.2     
Purchase Price. The purchase price payable to the Seller for the
Purchased Assets will be the aggregate some of $105,000 (the “Purchase
Price”).

          1.3      Payment
of Purchase Price. The Purchase Price will be paid and satisfied by the
Company to the Seller as follows:

	 	a. 	
      a payment of $5,000, which has been paid to the Seller
      and which the Seller acknowledges receipt of; and

	 	 	 
	 	b. 	
      the issuance and delivery of 1,000,000 restricted shares
      of the common stock of the Company at a deemed price of $0.10 per share to
      be issued to the Seller or a nominee of the Seller within 30 days of the
      execution of this agreement.



          1.4      Closing.
Subject to the terms and conditions of this agreement, the sale and purchase
of the Purchased Assets will take place at a closing (the “Closing”) to
be held at the offices of the Company, 980 Cooperage Way, Suite 601,
Vancouver,




British Columbia, Canada, V6B 0C3 (or such other place as the
Seller and Company may agree), at 10:00 a.m., Vancouver, Canada time, on the
date hereof (the “Closing Date”).

2.      Additional Consideration

          2.1      Development
of Purchased Assets. As additional consideration for the purchase and sale
of the Purchased Assets, the parties agree that the Company will retain the
Seller and the Seller will provide services to further develop and commercialize
the Purchased Assets.

          2.2     
Company’s Obligations. The Company will pay the Seller for the services
provided to further develop and commercialize the Purchased Assets a monthly fee
of $12,000 (the “Monthly Fee”) for a period of one year beginning on Closing and
ending on the anniversary date of Closing. The Company may terminate the
services of the Seller by delivering to the Seller a written 30 days’ notice of
termination.

          Also,
the Company will advance funds to the Seller for the purchase of any
extraordinary hardware or software required by the Seller for the development
and commercialization of the Purchased Assets, subject to the prior approval by
the Company of a list of such hardware and software to be presented by the
Seller. Any hardware or software acquired with the advanced funds or by
reimbursed funds, as the case may be, will be the property of the Company,

          2.3      Seller’s
Obligations. The Seller will provide the Company with services to further
develop and commercialize the Purchased Assets for a period of one year
beginning on Closing and ending on the anniversary date of Closing. The Seller
may terminate the services by delivering to the Company a written 30 days’
notice of termination.

          2.4     
Ownership and Protection of Work Product. “Work Product” means
everything that is created, produced or developed by the Seller in the course of
this agreement, including, without limitation, code, software, notes, reports,
documentation, drawings, customer lists, inventions, creations, works, devices
and work-in-progress.

          All
Work Product created, produced or developed by the Seller under this agreement
is “work for hire” and is the property of the Company. The Seller assigns to the
Company all right, title and interest in and to such Work Product.

          The
Seller expressly waives any claim to moral rights over any Work Product created,
produced or developed by the Seller under this agreement and the Seller will
ensure that any permitted employee or agent of the Seller will also have waived
all moral rights over any Work Product created under this agreement.

          During
and after the term of this agreement, the Seller will promptly assist the
Company in every reasonable way, at the Company’s expense, to secure, maintain
and defend for the Company’s benefit all copyrights, patents, trademarks.

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          2.5      Conditional
License. If the Company is unable to achieve sales of the Purchase Assets at
a reasonable commercial level within the earlier of (1) one year from the date
the Purchased Assets are developed by the Seller and made ready for commercial
sales (2) the Company fails to make payment of the Monthly Fee for three
consecutive months, and (3) the date on which the Company terminates the
services of the Seller then the Company will grant the Seller an unrestricted
license to use and modify the Purchased Assets, subject to the parties entering
into a license agreement pursuant to terms and conditions to be negotiated in
good faith and agreed upon by the parties.

          2.6      Future
Sale of Purchase Assets. The Seller agrees that the Company has the right to
sell its right, title and interest in the Purchase Assets at any time, subject
to the following conditions:

	 	a. 	
      if the terms of the future sale include a combination of
      cash payment and royalties, the Company will be entitled to retain all
      cash payments and the royalty will be split equally between the Company
      and the Seller, provided that if the royalty being granted is less than
      5%, the Seller will be entitled to the first 2.5% of any such royalty and
      the Company will be entitled to the balance, if any;

	 	 	 
	 	b. 	
      if the terms of the future sale include cash
      consideration only, with no royalty payable, the Company will be entitled
      to retain the first US$150,000 of the cash consideration to be paid, with
      70% of the balance of the cash consideration payable to the Company and
      the remaining 30% payable to the Seller; and

	 	 	 
	 	c. 	
      any future sale of the Purchased Assets by the Company
      will be subject to the prior written approval of the Seller, which such
      approval will not be unreasonably withheld. Any refusal of approval by the
      Seller will not be considered reasonable if the transaction that is the
      subject of the refusal is in accordance with internationally accepted
      standards for the licensing of technology similar to the Purchased
      Assets.



3.      Representations and
Warranties of the Company

         The
Company represents and warrants to the Seller as of the date hereof, that:

          3.1     
Organization and Qualification. The Company is a corporation duly
incorporated or otherwise organized, validly existing and in good standing under
the laws of the state of Nevada, with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently
conducted. The Company is not in violation of any of the provisions of its
articles of incorporation or bylaws. 

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          3.2      Authorization;
Enforcement. The Company has the requisite corporate power and authority to
conduct its business as it is currently being conducted. The execution and
delivery of this agreement and the consummation by it of the transactions
contemplated require no further consent or action by the Company. 

          3.3     
No Conflicts. The execution, delivery and performance of this agreement
by the Company and the consummation by the Company does not and will not: (i)
conflict with or violate any provision of the Company’s articles of
incorporation or bylaws, or (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of any agreement,
credit facility, debt or other instrument (evidencing a Company debt or
otherwise) or other understanding to which the Company is a party or by which
any property or asset of the Company is bound or affected, or (iii) will not
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority as currently
in effect to which the Company is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Company is bound or affected.

          3.4     
Filings, Consents and Approvals. The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Company of this agreement, with the exception of
any required filings to be made with the United States Securities and Exchange
Commission.

          3.5      Independent
Investigation.

                    (a)      The
Company is an informed and sophisticated participant in the transactions
contemplated by this agreement. The Company has undertaken an investigation,
been provided with, evaluated and relied upon certain documents and information
to assist it in making an informed and intelligent decision with respect to the
execution of this agreement. The Company acknowledges that the Seller makes no
representation or warranty as to the value of or revenues obtainable from
ownership of the Purchased Assets. 

                    (b)      The
Company acknowledges that it and its representatives and agents have been
permitted full and complete access to the Purchased Assets and any and all
information the Company and its representatives and agents have desired or
requested to see and/or review, and that the Company and its representatives and
agents have had a full opportunity to meet with or discuss via telephone with
the Seller to discuss the Purchased Assets. The Company acknowledges that it has
conducted to its satisfaction an independent investigation and verification of
the financial condition, results of operations, assets, liabilities, properties
and projected operations that will occur by the Company upon the consummation of
the Purchased Assets and, in making its determination to proceed with the
transactions contemplated by this agreement, the Company has relied on the
results of its own independent investigation and verification

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and the representations and warranties of the Company expressly
and specifically set forth in this agreement.

          3.6     
Brokers. The Company has not incurred, not will the Company incur
directly or indirectly, any liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this agreement or any
transaction contemplated by this agreement.

          3.7     
Closing Documents. The Company will sign and deliver all such documents
and other instruments as are required to be signed and delivered by the Company
pursuant to this agreement.

4.      Representations and
Warranties of the Seller

         The Seller
represents and warrants to the Company as of the date hereof, that:

          4.1     
Authorization. This agreement has been duly executed by the Seller, and
when delivered by the Seller in accordance with the terms hereof, will
constitute the valid and legally binding obligation of the Seller, enforceable
against him in accordance with its terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

          4.2     
Authorization; Enforcement. The execution and delivery of this agreement
and the consummation by it of the transactions contemplated by this agreement
require no further consent or action by the Seller. 

          4.3     
No Conflicts. The execution, delivery and performance of this agreement
by the Seller and the consummation by the Seller does not and will not: (i)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of any agreement, credit facility, debt or other
instrument (evidencing a seller debt or otherwise) or other understanding to
which the Seller is a party or by which any property or asset of the Seller is
bound or affected, or (ii) will not result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority as currently in effect to which the Seller is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Seller is bound or affected.

          4.4      Filings,
Consents and Approvals. The Seller is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Seller of this agreement.

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          4.5     
Brokers. The Seller has not incurred, not will the Seller incur directly
or indirectly, any liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this agreement or any
transaction contemplated by this agreement.

          4.6     
Purchased Assets.

          (a)     
Exhibit “A” is an accurate and complete list of the Purchased Assets. The Seller
owns and possesses all right, title and interest in the Purchased Assets (free
and clear of any lien, claim, encumbrance, security interest, license, or other
restriction). No written claim by any third party contesting the validity,
enforceability, use or ownership of any of the Purchased Assets has been made
against the Seller or, to the knowledge of the Seller, is threatened. The
Purchased Assets contains no trade secret or confidential information
misappropriated from a third party. To the knowledge of the Seller, the Seller
has not infringed upon, misappropriated, or otherwise come into conflict with
any patent intellectual property rights of third parties. The Seller has not
received any charge, complaint, claim, demand or notice alleging any such
interference, infringement, misappropriation or violation (including any claim
that the Seller must license or refrain from using any intellectual property
rights of any third party relating to the Purchased Assets. To the knowledge of
the Seller, no third party has interfered with, infringed upon, misappropriated
or otherwise come into conflict with any intellectual property rights of the
Purchased Assets.

          (b)     
With respect to each item of intellectual property included in the Purchased
Assets:

                                        (i)     
each item is free from any outstanding injunction, judgment, order, decree,
ruling or charge;

                                        (ii)     
no action, suit, proceeding, hearing, investigation, charge, complaint, claim or
demand is pending or, to the knowledge of the Seller is threatened which
challenges the legality, validity, enforceability, use or ownership of the item;
and

                                        (iii)     
there is no currently enforceable agreement by the Seller to indemnify any
customer for or against any interference, infringement or misappropriation of
any third party’s intellectual property.

          4.7     
Marketable Title. The Seller has good and marketable title to the
Purchased Assets and the Seller is and will be, at the time of transfer of the
Purchased Assets to the Company, the recorded holder and beneficial owner of the
Purchased Assets, free and clear of all liens, encumbrances, assignments,
mortgages, actions, and charges of any kind held by any person or persons,
corporations, or government bodies against the Purchased Assets, and no taxes or
payments are due in respect of any thereof, and none of the Purchased Assets is
in the possession of or under the control of any other person. The Seller will
take or cause to be taken all proper steps and actions by the Seller to enable
the Seller to transfer to the Company good and marketable title in the Purchased
Assets, free and clear of all encumbrances.

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          4.8     
No Other Assets. There are no other assets used, or required to be used,
in connection with the Purchased Assets, with the exception of the open source
code that belongs to a third party but is available for use by anyone for free
and which is required for the development and use of the Purchased Assets and
the proprietary code included in the Purchased Assets.

          4.9     
No Other Purchase Agreements. Except pursuant to the terms hereof, no
person, firm or corporation has any written or oral agreement, option,
understanding or commitment, or any right or privilege capable of becoming an
agreement, for the purchase from the Seller of all or any part of the Purchased
Assets.

          4.10      Possession
of Purchased Assets. The Seller will relinquish possession of the Purchased
Assets to the Company on Closing.

          4.11     
Closing Documents. The Seller will sign and deliver all such documents
and other instruments as are required to be signed and delivered by the Seller
pursuant to this agreement.

5.      Covenants and Agreements

          5.1     
Expenses. Except as otherwise specifically provided herein, the Company
will bear all respective fees, costs and expenses incurred in connection with
the preparation, execution and performance of this agreement and all related
documents contemplated by this agreement and the transactions contemplated
hereby and thereby, including all fees and expenses of their representatives and
agents.

          5.2     
Public Announcements. The Seller will not make, or cause to be made, any
press release or public announcement in respect of this agreement or the
transactions contemplated by this agreement or otherwise communicate by means of
any news media in respect of this agreement without prior written approval of
the Company.

          5.3     
Survival of the Representations and Warranties. The representations and
warranties and covenants set forth in Sections 3, 4, and 5 of this agreement
will survive the Closing until the expiration of 12 months from the Closing
Date. No claim for indemnity with respect to breaches of representations and
warranties may be brought by any party hereto, other than a claim for fraud or
intentional misrepresentation, after expiration of the applicable survival
period therefore as set forth in this Section 5.3.

          5.4     
Investigation. The representations, warranties, covenants and agreements
set forth in this agreement will not be affected or diminished in any way by any
investigation (or failure to investigate) at any time by or on behalf of the
party for whose benefit such representations, warranties, covenants and
agreements were made. All statements contained herein or in any schedule,
certificate, exhibit, list or other document required to be delivered pursuant
hereto, will be deemed to be representations and warranties for purposes of this
agreement; provided, that any knowledge or materiality qualifications contained
herein will be applicable to such other documents.

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          5.5      Full
Access and Information; Confidentiality. The Seller has given to the Company
and its representatives full access to the Seller’s properties, books, records,
contracts and commitments (collectively the “Records”) relating to the
Purchased Assets, as the Company has reasonably requested, and the Company has
furnished to the Seller and its representatives all such information and
documents relating to the Company as the Seller reasonably requested. Each of
the parties will treat, and will cause its representatives to treat, all
information that they received in connection with the transaction contemplated
herein, if not in the public domain, as confidential.

6.      Miscellaneous.

          6.1      Entire
Agreement. This agreement, together with the exhibits attached hereto,
contain every obligation and understanding between the parties relating to the
subject matter hereof and merges all prior discussions, negotiations, agreements
and understandings, both written and oral, if any, between them, and none of the
parties will be bound by any conditions, definitions, understandings, warranties
or representations other than as expressly provided or referred to herein.

          6.2      Notices.
Any notice or other communication or deliveries under this agreement will be in
writing and delivered personally or sent by certified mail, return receipt
requested, postage prepaid, or sent by prepaid overnight courier to the parties.
Any notices sent to the parties will be at the addresses below:

If to the Seller at:

Gregory Corcoran
#PTY 14675
P.O.
Box 25207
Miami, FL
USA 33102-5207

If to the Company at:

Endeavor Explorations Inc.
980
Cooperage Way, Suite 601
Vancouver, British Columbia

  V6B 0C3 Canada

          6.3      Waivers
and Amendments. This agreement may be amended, superseded, canceled, renewed
or extended, and the terms hereof may be waived, only by a written instrument
signed by the Company and the Seller or, in the case of a waiver, by the party
waiving compliance. No delay on the part of any party in exercising any right,
power or privilege hereunder will operate as a waiver thereof, nor will any
waiver on the part of any party of any such right, power or privilege, nor any
single or partial exercise of any such right, power or privilege, preclude any
further exercise thereof or the exercise of any other such right, power or
privilege.

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          6.4     
Governing Law / Venue. All questions concerning the construction,
validity, enforcement and interpretation of this agreement will be governed by
and construed and enforced in accordance with the internal laws of the State of
Nevada, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this agreement (whether brought
against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) will be commenced exclusively in the state
and federal courts in Las Vegas, Nevada. Each party irrevocably submits to the
exclusive jurisdiction of the state and federal courts in Las Vegas, Nevada, for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated by or discussed in this agreement, and irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or inconvenient venue for such
proceeding. Each party irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this agreement and agrees that such service will constitute good and
sufficient service of process and notice thereof. Nothing contained herein will
be deemed to limit in any way any right to serve process in any manner permitted
by law. The parties waive all rights to a trial by jury.

          6.5     
Construction. The headings herein are for convenience only, do not
constitute a part of this agreement and will not be deemed to limit or affect
any of the provisions hereof.

          6.6     
Successors and Assigns. This agreement will be binding upon and inure to
the benefit of the parties and their respective successors, heirs, personal
representatives, legal representatives, and permitted assigns.

          6.7     
No Third-Party Beneficiaries. This agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person or entity.

          6.8     
Counterparts. This agreement may be executed in several counterparts and
will constitute one agreement, binding on all parties hereto, notwithstanding
that all parties are not signatory as to other original or the same counterpart.
Facsimile signatures are acceptable.

          6.9      Severability.
If any provision of this agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this agreement will not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, will incorporate such
substitute provision into this agreement.

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          IN
WITNESS WHEREOF, the Company and the Seller have duly executed this
agreement, all as of the date first written above.

	 	THE COMPANY: 
	 	 
	 	 
	 	ENDEAVOR EXPLORATIONS INC. 
	 	 
	 	Per:
      /s/ Belkis Jimenez Rivero 
	 	 Belkis Jimenez Rivero 
	 	 President 
	 	 
	 	 
	 	THE SELLER: 
	 	 
	 	 
	 	SPIDEX TECHNOLOGIES 
	 	 
	 	Per:
      /s/ Gregory Corcoran 
	 	 Gregory Corcoran 
	 	 Authorized Signatory



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	EXHIBIT “A” 
	  
	Exhibit “A” to that certain Asset Purchase Agreement
  
	between Endeavor Explorations Inc. and Spidex
      Technologies 
	made effective as of the 27th day of October,
      2009. 
	  
	(number of pages including this one: 1) 
	 


PURCHASED ASSETS

MDC GPS Trademark (First in use)(When completed)

	 	-	
      mobile data technology for smart phones 

	 	  	
       

		-	
      The technology is a software application that can run on
      GPS enabled Smartphones including Blackberry Storm 2, Apple iPhone, Palm
      Pre and Google Andriod devices. The Blackberry Storm 2 will be the first
      target. The application will run in the background and will collect and
      transmit location data to a server. Server applications will include
      applications deemed commercially viable for GPS smartphones by the
      Company. The software system will contain third party code such as Open
      Source Software that will have various software licenses that are not
      controlled by the Seller. 

	 	  	
       

		-	
      The technology works in a manner where the GPS enabled
      smart phone feeds a stream of location data to a server. The server
      application will display location and other data on a computer screen via
      a web browser. 



Domain Names:

	MOBILEDATACORP.COM 


Proprietary Code:

	Experimental Java source code that can send GPS data to a server. 


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