Desert Canadians Ltd: Exhibit 10.1 - Filed by newsfilecorp.com






	DESERT CANADIANS LTD. 
	910 Harris Ave. #305 
	Bellingham, WA 98225 


April 8, 2013 

	TO: 	Mr. Glenn Sanford 
	AND TO: 	eXp Realty International, Inc. 
	  	Both c/o 1325 Lincoln St Suite #1 
	  	Bellingham, WA 98229 


Dear Sirs: 

RE: eXp Realty International, Inc.

This letter sets out the agreement (“Agreement”) reached among
Desert Canadians Ltd. as purchaser (“DSET”), and Glenn Sanford
(“Sanford”) and all shareholders of eXp Realty International, Inc. (the
"Company") as vendors (collectively, the "Vendors") regarding the
transfer and sale by the Vendors of all of the issued and outstanding shares of
the Company to DSET by the Vendors upon the terms and conditions set forth
herein. 

The parties acknowledge that Sanford is executing this
Agreement as a representative of the Vendors and is not able to legally bind
other Vendors. The parties also acknowledge that Sanford is one of the Vendors,
is a director and officer of the Company and is the controlling shareholder and
only officer of DSET, and therefore has a conflict of interest. This conflict
will be disclosed to the public in DSET’s public filings.

Acquisition 

	1. 	
      The Vendors hereby agree to sell, assign and transfer to
      DSET all of the issued and outstanding shares of the Company (the
      "Company Shares") on the terms and subject to the conditions set
      out in this Agreement (the “Sale Transaction”). The Company is a
      national cloud based real estate brokerage which includes virtual real
      estate offices and live real estate agents.



Consideration 

	2. 	
      In consideration for the sale and transfer of 100% of the
      Company Shares to DSET, DSET agrees to issue to the Vendors 38,380,215
      post Split (defined below) common shares in the capital of DSET (the
      “DSET Shares”) prior to the issuance of the Financing (as defined
      below) shares. The Vendors acknowledge that the DSET Shares will be
      restricted as to sale by US securities laws and rules and will carry a
      restrictive legend indicating such restrictions.

	 	 
	3. 	
      Stock options outstanding in the Company will be
      exchanged for stock options in DSET on the basis of 7.5 DSET options for
      each Company option, with expiry date remaining the same and the exercise
      price being reduced by a factor of 7.5 times, so that the total paid by
      each option holder upon exercise of all his/her options will remain the
      same as currently. Other terms of the DSET options will be governed by a
      DSET option plan to be approved by DSET and by each option holder’s option
      agreement to be issued by DSET.



Financing 

	4. 	
      DSET will arrange a Financing approximately $300,000 (the
      “Financing”), consisting of DSET shares at a price of $0.30 per share,
      post Split, or $10.50, pre-Split. Proceeds will be used for
  Sale Transaction costs and working
capital. 



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Closing and Definitive Agreements 

	5. 	
      Closing of the Sale Transaction (the "Closing")
      will occur on or before June 30, 2013 or on such other date as the parties
      may agree, to be held at the City of Vancouver, Canada, at such place and
      time as the parties may agree.

	 	 
	6. 	
      The parties agree to instruct their attorneys to
      co-operate and complete comprehensive and definitive agreements for the
      Sale Transaction. The definitive agreements will contain terms and
      representations customary for agreements governing the purchase and sale
      of a business in the United States, as prepared by commercial legal
      counsel of good reputation.

	 	 
	7. 	
      Upon closing of the Sale Transaction, pre-Financing, the
      total issued and outstanding share capital of DSET excluding outstanding
      options is expected to be 46,890,185.



Due Diligence 

	8. 	
      The Purchaser and the Vendors will each have the right to
      conduct due diligence on the other in connection with the transactions
      contemplated hereunder. Each of the Purchaser and the Vendors and their
      respective accountants, legal counsel and other representatives will have
      full access during normal business hours to the management, properties,
      books, records, contracts, commitments and other documents of the other
      and their subsidiaries in connection with the transactions contemplated
      herein.



Covenants 

	9. 	
      DSET hereby covenants to the Company as
follows:

	 	 	 
		(a) 	
      DSET shall conduct its business in the ordinary and
      normal course and shall not, without the prior written consent of the
      Company, enter into any transaction which would cause any of its
      representations or warranties or agreements contained in this Agreement to
      be incorrect or to constitute a breach of any covenant or agreement of
      DSET herein;

	 	 	 
		(b) 	
      DSET shall not issue or redeem any shares in its capital
      nor issue any securities convertible or exchangeable into shares other
      than pursuant to the terms of this Agreement; and

	 	 	 
		(c) 	
      DSET will cause a subdivision of the common shares of
      DSET on a thirty-five (35) for one (1) basis (the
  “Split”).

	 	 	 
	10. 	
      Sanford acknowledges that he will obtain a benefit by the
      Sale Transaction being completed, and as such he hereby coventants to DSET
      and the Company that he will surrender for cancellation for no additional
      consideration 39,810,000 shares of the 39,928,880 DSET shares currently
      held by him (the “Sanford Cancellation”).



Closing Conditions 

	11. 	
      This Agreement and the Closing hereof is subject to the
      following:

	 	 	 
		(a) 	
      the parties including all Vendors executing the
      definitive agreement;

	 	 	 
		(b) 	
      the parties being satisfied with their due
    diligence;

	 	 	 
		(c) 	
      the Sanford Cancellation will have occurred;

	 	 	 
		(d) 	
      the Split will have occurred;



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	 	(e) 	
      DSET will have changed its name to eXp Realty
      International, Inc., or such name as the Company may reasonably request,
      subject to requisite regulatory approvals;

	 	 	 
	 	(f) 	
      the Company will have provided its audited financial
      statements for the years ended December 31, 2012 and 2011, in US GAAP, and
      prepared by a audit firm that is registered and in good standing with the
      PCAOB; and

	 	 	 
	 	(g) 	
      all representations and warranties contained herein and
      to be contained in the definitive agreements shall be true and correct at
      the date of Closing.



Representations of DSET 

	12. 	
      DSET represents and warrants to the Vendors
  that:

	 	 	 
		(a) 	
      the authorized capital of DSET consists of 220,000,000
      common shares with a par value of $0.00001 per share, of which there are
      presently 40,086,000 common shares issued and outstanding;

	 	 	 
		(b) 	
      other than as set out in (a) above and as contemplated
      under this Agreement, there are no other rights, warrants or options
      outstanding pursuant to which any shares of DSET may be issued and there
      are no other securities issued and outstanding or issuable which are or
      may be convertible or converted into shares of DSET;

	 	 	 
		(c) 	
      DSET is duly incorporated under the laws of the state of
      Delaware;

	 	 	 
		(d) 	
      DSET is a reporting issuer under the Securities Exchange
      Act of 1934; and

	 	 	 
		(e) 	
      all of DSET’s continuous disclosure filings with the
      Securities Exchange Commission of the United States are in good standing
      and are complete and accurate and other than as contemplated herein, there
      are and shall at Closing be no material changes in DSET’s business and
      affairs from that which is disclosed in DSET’s continuous disclosure
      documents.



Representations of The Vendors 

	13. 	
      The Company and Sanford each represents and warrants to
      DSET that:

	 	 	 
		(a) 	
      the authorized capital of the Company consists of
      __50,000,000___ shares, of which 5,117,362 common shares are presently and
      will be issued and outstanding at the date of Closing;

	 	 	 
		(b) 	
      the Vendors own or control all of the issued and
      outstanding shares of Company and other than 1,042,106 stock options
      exercisable at various prices between $1.00 and $2.00, there are no
      rights, warrants or options outstanding pursuant to which any shares of
      the Company may be issued and there are no other securities issued and
      outstanding or issuable which are or may be convertible or converted into
      shares of Company;

	 	 	 
		(c) 	
      each of the Vendors has the full power and authority to
      transfer or cause to be transferred the Company Shares to DSET free and
      clear of any charges, encumbrances, liens or claims;

	 	 	 
		(d) 	
      the Company has all property rights and interest in its
      Cloud based real estate brokerage and holds all interests in all aspects
      of the Cloud based real estate brokerage and the intellectual property
      involved, and to the best of the knowledge of the Company and Sanford, the
      Cloud based real estate brokerage does not infringe upon the intellectual
      rights of any other party;

	 	 	 
		(e) 	
      the Vendors will cause the Company to prepare and deliver
      at least 10 days prior to the Closing audited financial statements to the
      year ended December 31, 2012 and if Closing occurs after May 15, 2013, auditor
reviewed quarterly financial statements for the quarter ended March 31, 2013,
all prepared in accordance with US GAAP using US dollars as stated currency, and
such financial statements will substantially reflect the information set out in
the unaudited financial statements delivered to DSET prior to execution of this
Agreement. 



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	14. 	
      The Company and Sanford hereby covenant to DSET as
      follows:

	 	 	 
		(a) 	
      the Company will conduct its business in the ordinary and
      normal course and shall not enter into any transaction which would cause
      any of the Company’s representations or warranties contained in this
      Agreement to be incorrect or constitute a breach of any covenant or
      agreement of the Company contained in this Agreement;

	 	 	 
		(b) 	
      the Company shall not take any action which would result
      in any material adverse change to the Company or to sell, transfer or
      dispose of any of the Company’s assets or contractual rights or
      entitlements;

	 	 	 
		(c) 	
      neither of the Vendors will transfer any of the Company
      Shares to any other party or permit the Company to issue any shares or
      securities convertible or exchangeable into shares of the Company except
      in accordance with the terms of this Agreement; and

	 	 	 
		(d) 	
      the Company and Sanford acknowledge that DSET will be
      required to provide substantial disclosure about the Company and its
      products and management to the SEC and they agree to fully co-operate to
      provide in a timely manner such information and disclosure about the
      Company as DSET’s legal counsel and auditors may
request.



Non-Binding Agreement 

	15. 	
      This Agreement does not constitute a legally valid and
      binding agreement, except that the parties agree to work in good faith
      towards preparation and execution of a binding agreement on the terms set
      out herein.



Confidentiality 

	16. 	
      The Vendors acknowledge that DSET is a public company and
      has an obligation to disclose all material information about its affairs.
      The Vendors agree that they will not trade in the securities of DSET while
      in possession of, nor will they inform others of (except on a need to know
      basis), any non-disclosed material information about DSET. This Agreement
      will be publicly disclosed by DSET upon its
execution.



General 

	17. 	
      All DSET’s legal costs in connection with the preparation
      of this Agreement and the completion of the transactions contemplated
      herein shall be for the account of DSET, whether or not the transactions
      contemplated hereby are completed. The Vendors will pay their own legal
      costs of review of this Agreement and any definitive agreements prepared
      by DSET’s legal counsel.

	 	 
	18. 	
      This Agreement shall be governed and interpreted in
      accordance with the laws of the State of Washington.

	 	 
	19. 	
      This Agreement may be executed in counterparts with the
      same effect as if each of the parties hereto had signed the same document
      and all counterparts will be construed together and constitute one and the
      same instrument.

	 	 
	20. 	
      All dollar references are United States
  dollars.



If the foregoing correctly sets out the terms of our
understanding, please execute this letter in the space provided. 

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