Exhibit 10.4


 





VECTOR RESOURCES INC.


79 Wellington Street West


Suite 2300


Toronto, Ontario


MSK lHl


 


November 12, 2012


 


ORIANA TECHNOLOGIES INC.


550, Chemin du Golf


Suite 202


Ile des Sceurs, Quebec


Canada, H3E 1A8


 


Attention: Rene Arbic. President


 


Dear Sirs:


 


Re: Proposed Transaction between Vector Resources Inc.
and Oriana Technologies Inc.


 


Further to our discussions. this Letter Agreement will serve
as an agreement between Vector Resources Inc. ("CPC"), Oriana Technologies Inc. (“ORN”), a corporation constituted
pursuant to the Canada Business Corporations Act ("ORN') and a wholly-owned subsidiary of ORN whose registered office will
be established in the Province of Ontario (''Newco") with respect to the proposed business combination (the "Transaction,)
between the CPC, ORN and Newco on the terms set out herein.


 


As part of the Transaction, it is proposed that:


 


		(A)	ORN will transfer all of its business assets for shares
of Newco under a tax-free asset-forshare rollover under Section 85 of the ITA (requiring that ORN file a tax election form);



 


		(B)	The Concurrent Financing referred to in Paragraph 1(b)
below gets completed; and



 


		(C)	The Concurrent Financing Investors, ORN and the CPC shall
enter into a share-exchange transaction (in the form of a tax-free share-for-share rollover under Section 85.1 of the ITA (Canada)
which requires no tax election filings) whereby the CPC will acquire:



 


		(i)	From the Concurrent Financing Investors, all of the issued
and outstanding shares of the capital of Newco which they hold, in exchange for the issuance of a pre determined number of common
shares of the capital of the CPC, representing at least 20% of the issued and outstanding capital of the CPC; and



 


		(ii)	From ORN such number of issued and outstanding shares of
the capital of Newco in exchange for the issuance of a pre-determined number of common shares of the CPC which would maintain
the proportion of the Concurrent Financing Investors' holdings in the CPC at 20% of the issued and outstanding capital of the
CPC.



 






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Therefore, assuming the Concurrent Financing were to represent
a total sum of $1,500,000, post-exchange, the Concurrent Financing Investors and ORN would respectively hold 6,000,000 common shares
and 19,584,000 common shares, respectively, in the capital of the CPC, whereas the existing shareholders of the CPC would continue
to hold the currently outstanding 4,237,000 CPC common shares and options of the capital of the CPC.


 


Such that, post Transaction, the CPC will hold all the issued
and outstanding shares of the capital of Newco, which will then own the entire Select-TV business previously owned and operated
by ORN and, assuming a Concurrent Financing raise of a total sum of $1,500,000, the post-exchange deemed enterprise value of Newco
would be CDN$6,411,000, based upon a share value of CDN$0.25 per CPC share, for the purposes of the share-for-share exchange, the
whole as set forth in the Oriana Capitalization Table attached to this LOI and forming the basis of the calculation of the number
of shares of the capital of Newco, that ORN will exchange for shares of the capital of the CPC, depending on the amount of money
raised through the Concurrent Financing.


 


1. Basis of the Transaction


 


Subject to the completion of satisfactory due diligence, board
approvals of both Parties, and subject to compliance with any statute, rule or regulation of any jurisdiction or regulatory authority
applicable to any of the parties, and further that each of the parties being satisfied that the Transaction will be approved by
the Exchange as the CPC's qualifying transaction on terms and conditions satisfactory to the parties, it is proposed that the Transaction
would proceed as follows:


 


a) CPC Securities


 


There are currently issued and outstanding 3,625,000 CPC common
shares on a non diluted basis, and 4,237,000 CPC common shares outstanding on a fully-diluted basis, after giving effect to the
exercise of options to acquire an aggregate of 250,000 CPC shares at a price of 0.20 per share at any time up to November 14, 2013,
312,500 CPC shares at a price of 0.20 per share at any time up to November 10, 2021 and 50,000 CPC shares at a price of 0.25 per
share at any time up to August 31st 2013. None of the terms of any outstanding securities of the CPC will be amended, and no further
securities will be issued or options granted, by the CPC prior to the completion of the Transaction.


 






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b) Concurrent Financing


 


It is understood that ORN, Newco or the CPC will raise an additional
minimum sum of $1,500 000 at $0.25 per CPC common share ("Financing"), ultimately resulting in the addition of
new common shares of the capital of the CPC representing at least 20% of the issued and outstanding capital of the CPC.


 


Closing of the Transaction shall be conditional upon the completion
of the aforementioned Concurrent Financing.


 


c) Due Diligence


 


a) Each of ORN, Newco and the CPC and their respective accountants,
legal counsel, technical and financial advisors and other representatives thereof shall be entitled to perform a due diligence
review and examination of the others and the business and affairs thereof up to the execution of the Definitive Agreement (as defined
hereinafter).


 


b) Until completion of the Transaction, each of ORN, Newco and
the CPC shall notify the others of any significant development or material change relating thereto promptly after becoming aware
of any such development or change.


 


2. Definitive Agreement


 


The CPC, Newco and ORN will undertake to prepare drafts of the
legal documents necessary to effect the Transaction. The parties shall use their good faith efforts to complete and be in a position
to execute a definitive arrangement agreement (the "Definitive Agreement") relating to the Transaction on or before
December 15, 2012 or such later time and date as may be mutually agreed to by the CPC, Newco and ORN. Closing of the Transaction
would be targeted to occur on or about January 31, 2013, or such other time and date as may be mutually agreed to by the CPC, Newco
and ORN (the "Closing Date").


 


Upon signing of the Definitive Agreement, the CPC shall advance
to ORN, by way of a secured loan, up to CDN$25,000 for up to 6 months, the whole in accordance with Policy 2.4 of the TSX Venture
Exchange (''TSXV"). Such loan will be subject to Canadian regulatory approval and will be adequately collateralized.


 


The Definitive Agreement shall be mutually acceptable to ORN
and the CPC and shall be in the form customarily used for such a document, including customary representations and warranties and
conditions. Without limitation, the Definitive Agreement shall provide that the obligations of the CPC, Newco and ORN thereunder
to complete the Transaction shall be conditional on, among other things,. receipt of all required third party, regulatory and shareholder
approvals in respect of the Transaction, including, for greater certainty the approval of the TSXV, on terms and conditions satisfactory
to the CPC, Newco and ORN, acting reasonably.


 


 






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3. Other Matters respecting the CPC and Newco


 


The CPC and Oriana agree that upon completion of the Transaction,
the CPC and Newco will be organized as follows:


Directors Upon completion of the Transactiothe CPC and
Newco boards will be comprised of five (5) members as follows:


 


		·	Two members shall be nominated from the current board of directors ofORN;



		·	One member will be nominated by the directors of ORN and approved by the current board of the CPC;



		·	One member shall be nominated from the current board of directors oftheCPC;



		·	One member shall be nominated as an independent director.



 


Officers The following persons will be the initial officers
of the CPC and Newco:


 


	Chief Executive Officer:	Rene Arbic
	Chief Operating Officer:	Geoff Mott
	Chief Financial Officer:	TBD


 


Corporate Offices The head office of the CPC and Newco
will be as agreed by the parties hereto.


 


4. Business Activities


 


Each of the CPC and ORN agree that during the period from the
date of execution of this Letter Agreement until the earlier of (i) the date of the execution of the Definitive Agreement and (ii)
the date on which this Letter Agreement is terminated, except as required by law or as otherwise expressly permitted or specifically
contemplated by this Letter Agreement and subject to the implementation of the various steps contemplated for the Transaction,
it, as well as Newco:


 


(a) shall conduct its business only in the usual and ordinary
course of business and it shall use all commercially reasonable efforts to maintain and preserve its business, assets and advantageous
business relationships;


 


(b) shall not (i) amend its articles or by-laws; (ii)
declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares or property) in
respect of its outstanding shares; (iii) issue or agree to issue any shares, or securities convertible into or exchangeable
or exercisable for, or otherwise evidencing a right to acquire, shares, other than the issuance of shares pursuant to the
exercise of currently outstanding employee stock options or pursuant to paragraph 4(i) below; (iv) redeem, purchase or
otherwise acquire any of its outstanding shares or other securities; (v) split, combine or reclassify any of its shares; (vi)
adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation or
reorganization; or (vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the
foregoing;


 


 






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(c) shall not, except as previously disclosed or contemplated
by this Letter Agreement, or without prior consultation with and the consent of the other party. such consent not to be unreasonably
withheld, directly or indirectly (i) Raise more than $500,000 in new equity; (ii) sell, pledge, dispose of or encumber any assets
(other than production in the ordinary course of business) having an individual value in excess of$100,000; (iii) expend or commit
to expend more than $50,000 individually or $200,000 in the aggregate with respect of any capital expenditures with the exception
of the currently contemplated agreement with the US hotel association (AATAC); (iv) expend or commit to expend any amounts with
respect to any operating expenses other than in the ordinary course of business; (v) acquire (by merger, amalgamation, consolidation
or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any
investment therein either by purchase of shares or securities, contributions of capital or property transfer; (vi) acquire any
assets with an acquisition cost in excess of (A) $50,000 individually or (B) $200,000 in the aggregate; (vii) incur any indebtedness
for borrowed money in excess of existing credit facilities, or any other material liability or obligation or issue any debt securities
or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or entity, or make any
loans or advances, other than in respect of fees payable to legal, financial and other advisors in the ordinary course of business
or in respect of the Transaction or pursuant to paragraph 4(i) or 40) below; (viii) authorize any release or relinquishment of
any material contract right; (ix) waive, release, grant or transfer any material rights of value or modify or change in any material
respect any existing material license, lease, contract, production sharing agreement, government land concession or other material
document; (x) enter into or terminate any hedges, swaps or other financial instruments or like transactions; or (xi) authorize
any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;


 


(d) shall not make any payment to any employee, officer
or director outside of their ordinary and usual compensation for services provided;


 


(e) shall not grant any officer, director or employee an
increase in compensation in any form, grant any general salary increase, take any action with respect to the amendment or grant
of any severance or termination pay policies or arrangements for any directors, officers or employees (other than to permit accelerated
vesting of currently outstanding stock options), or make any loan to any officer, director or any other party not at arm's length;


 


 






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(f) shall not adopt or amend or make any contribution to any
bonus, cost plus employee benefit plan, profit sharing, option, deferred compensation, insurance, incentive compensation, other
compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary
to comply with the law or with respect to existing provisions of any such plans, programs, arrangements or agreements;


 


(g) shall use its commercially reasonable efforts to maintain
in force its current policies of insurance and will pay all premiums in respect of such insurance policies that become due after
the date hereof;


 


(h) shall not take any action, refrain from taking any action,
permit any action to be taken or not taken, inconsistent with this Letter Agreement, which might directly or indirectly interfere
or affect the consummation of the Transaction;


 


(i) the CPC shall have the right to raise up to $2,500,000 of
additional funding pursuant to the Concurrent Financing.


 


(j) ORN or Newco, as the case may be, shall have the right to
raise asset-based debt financing solely for the purpose of deploying its systems into Hotels under the terms of its existing and
pending agreements and contracts in the USA and Canada.


 


5. Representations and Warranties of ORN


 


In the Definitive Agreement, ORN and Newco will, subject to
the implementation of the various steps contemplated for the Transaction, represent and warrant to and in favour of the CPC as
follows and acknowledges that the CPC is relying upon such representations and warranties in connection with the matters contemplated
by this agreement


 


a) ORN and Newco will be a validly subsisting corporation under
the laws of its jurisdiction of incorporation and have the corporate power and authority, and bold all material licenses and permits
required for it, to own or lease its property and assets and to carry on its business as now conducted by it;


 


b) Immediately prior to the completion of the Transaction, Newco
shall be the wholly owned subsidiary of ORN and.in turn. ORN shall be the wholly owned subsidiary of a corporation which is itself
99.02% Canadian controlled based on the issued and outstanding share capital.


 


 


 






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c) neither the execution and delivery of the Definitive Agreement
by ORN and Newco nor the consummation of the Transaction will conflict with or result in:


 


i) a violation, contravention or breach of any of the tenns,
conditions or provisions of the articles or by-laws of ORN or Newco or any agreement or instrument to which any of them is a party
or by which any of them is bound or constitute a default by any of them thereunder, or under any statute, regulation, judgment,
decree or law to which any of them is subject or bound, or result in the creation or imposition of any mortgage, lien, charge or
encumbrance of any nature whatsoever upon the assets of ORN or Newco; or


 


ii) a violation by ORN or Newco of any law or regulation or
any applicable order of any court, arbitrator or governmental authority having jurisdiction over any of them.


other than any such violations, contraventions, breaches, defaults
or encumbrances that individually or in the aggregate would not reasonably be expected to have a material adverse effect on ORN
and Newco taken as a whole;


 


d) except as disclosed herein, no person has any agreement or
option or any right or privilege capable of becoming an agreement or option for the purchase from ORN or Newco of any of the material
assets of ORN or ofNewco or of any securities of ORN or Newco;


 


e) ORN has all necessary power, authority and capacity to enter
into this letter of intent and all other agreements and instruments to be executed by ORN as contemplated by this letter of intent
and to cany out the obligations thereof under this letter of intent and such other agreements and instruments;


 


f) the execution and delivery of this letter of intent have
been authorized by all necessary corporate action of ORN and this letter of intent constitutes a valid and binding obligation of
ORN enforceable against it in accordance with its terms, subject, however, to limitations with ·respect to enforcement imposed
by law in connection with bankruptcy, insolvency. reorganization or other laws affecting creditors' rights generally and to the
extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from
which they are sought; and


 


g) there are no actions, suits or other legal proceedings currently
pending or to the knowledge of ORN, threatened against ORN or involving the Assets which individually or in the aggregate have,
or could reasonably be expected to have, a material adverse effect on ORN or the Assets.


 


 






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6. Representations and Warranties of the CPC


 


The CPC represents and warrants to and in favour of ORN as follows,
subject to the implementation of the various steps contemplated for the Transaction, and acknowledges that ORN is relying upon
such representations and warranties in connection with the matters contemplated by this letter of intent:


 


a) the CPC is a validly subsisting corporation under the laws
of its jurisdiction of incorporation and has the corporate power and authority. and holds all material licenses and permits required
for the CPC, to own or lease its property and assets and to carry on its business as now conducted by it;


 


b) neither the execution and delivery of this letter of intent
by the CPC nor the consummation of the Transaction will conflict with or result in:


 


i) a violation, contravention or breach of any of the terms,
conditions or provisions of the articles or by-laws of the CPC or any agreement or instrument to which the CPC is bound or constitute
a default by the CPC thereunder, or under any statute, regulation, judgment, decree or law by which the CPC is subject or bound
or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon the assets of
the CPC; or


 


ii) a violation by the CPC of any law or regulation or any applicable
order of any court, arbitrator or governmental authority having jurisdiction over the CPC,


 


other than any such violations, contraventions, breaches, defaults
or encumbrances that individually or in the aggregate would not reasonably be expected to have a material adverse effect on the
CPC;


 


c) no person has any agreement or option or any right or privilege
capable of becoming an agreement or option for the purchase from the CPC of any of the material assets of the CPC or of any securities
of any type or nature whatsoever owned or to be issued by the CPC;


 


d) the CPC has all necessary power, authority and capacity to
enter into this letter of intent and all other agreements and instruments to be executed by the CPC as contemplated by this letter
of intent and to carry out the obligations thereof under this letter of intent and such other agreements and instruments;


 


e) the execution and delivery of this letter of intent have
been authorized by all necessary corporate action of the CPC and this letter of intent constitutes a valid and binding obligation
of the CPC enforceable against it in accordance with its terms subject, however. to limitations with respect to enforcement imposed
by law in connection with bankruptcy, insolvency, reorganization or other laws affecting performance and injunctions are only available
in the discretion of the court from which they are sought;


 


 


 






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f) there is no bankruptcy, liquidation, winding-up or other
similar proceeding pending or in progress or, to the knowledge of the CPC, threatened against the CPC before any coregulatory or
administrative agency or tribunal;


 


g) there are no actions, suits or other legal proceedings currently
pending, or to the knowledge of the CPC, threatened against the CPC which individually or in the aggregate have, or could reasonably
be expected to have, a material adverse effect on the CPC;


 


h) the audited consolidated financial statements of the CPC
for the year ended December 31, 2011 and the unaudited consolidated interim statements of the CPC for the six-month period ended
June 30, 2012 have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis,
are true, correct and complete in all material respects and present fairly the financial condition of CPC as at December 31,2011,
and as at June 30,2012, respectively;


 


i) the CPC does not have any material liability or obligation,
whether accrued, absolute, contingent or otherwise, not reflected in its latest publicly-disclosed financial statements;


 


j) the CPC is current in the filing of all public disclosure
documents required to be filed by the CPC under applicable securities laws and stock exchange rules, there are no filings that
have been made on a confidential basis and all of such filings comply with the requirements of all applicable securities laws and
the rules, policies and instruments of all regulatory or administrative bodies having jurisdiction over the CPC except where such
non-compliance has not and would not reasonably be expected to have a material adverse effect on the CPC;


 


k) no portion of the public disclosure documents filed by the
CPC under applicable securities laws and stock exchange rules contained a material misrepresentation (as such term is defined in
the Securities Act (Ontario)) as at its date of public dissemination; and


 


l) the common shares of CPC are traded on the Exchange and the
CPC is not subject to any cease trade or other order of any applicable stock exchange or securities regulatory authority and, to
the knowledge of the CPC, no investigation or other proceedings involving the CPC which may operate to prevent or restrict trading
of any securities of the CPC are currently in progress or pending before any applicable stock exchange or securities regulatory
authority, other than any trading halt imposed as a result of the pendency or announcement of the Transaction.


 


 






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7. Covenants of ORN


 


ORN hereby covenants and agrees with the CPC as follows:


 


a) subject to the obtaining of any required consents, ORN will
promptly provide the CPC with any information in the possession or control of ORN and relating to ORN requested by the CPC or its
counsel so that the CPC may complete its due diligence investigations of ORN and Newco;


 


b) ORN will use its best efforts to satisfy all of the conditions
precedent to the completion of the Transaction and will use the best efforts thereof to apply for and obtain, and will cooperate
with the CPC in applying for and obtaining, the consents, orders and approvals necessary for ORN, Newco and the CPC respectively
so that ORN, Newco and the CPC can complete the Transaction;


 


c) more particularly, ORN will promptly provide the CPC with
any information on ORN and Newco and financial statements of ORN required by the CPC to prepare its information circular for its
shareholders meeting and appropriate independent report as requested by the Exchange to validate ORN's and Newco's business, as
the case maybe; and


 


d) ORN shaU conduct its business only in, and, subject to the
implementation of the various steps contemplated for the Transaction, shall not take any action except in, the usual, ordinary
and regular course of business and consistent with past practices of ORN and will not enter into any material transactions or incur
any material liabilities without obtaining the consent of the CPC which consent will not be unreasonably withheld or delayed.


 


8. Covenants of the CPC


 


The CPC hereby covenants and agrees with ORN as follows:


 


a) subject to the obtaining of any required consents, the CPC
will promptly provide ORN with any information in the possession or control of the CPC and relating to the CPC requested by ORN
or its counsel so that ORN may complete its due diligence investigations of the CPC;


 


b) the CPC will use its commercially reasonable efforts to satisfy
all of the conditions precedent to the completion of the Transaction and will use the commercially reasonable efforts thereof to
apply for and obtain, and will cooperate with ORN in applying for and obtaining, such consents, orders and approvals necessary
for the CPC or ORN respectively to complete the Transaction; and


 


 


 






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c) the CPC shall conduct its business only in, and, subject
to the implementation of the various steps contemplated for the Transaction, shall not take any action except in, the usual, ordinary
and regular course of business and consistent with past practices of the CPC and will not enter into any material transactions
or incur any material liabilities without obtaining the consent of ORN which consent will not be unreasonably withheld or delayed.


 


9.Mutual Conditions of Transaction


 


There are a number of mutual conditions precedents for the completion
of the Transaction, including, without limitation, the following:


 


a) mutually acceptable and legally enforceable agreements and
other documents, including the Definitive Agreement, (collectively the "Transaction Documents"), shall have been
entered into to give effect to the Transaction, with the Transaction Documents to contain customary and detailed conditions precedent,
representations and warranties, covenants and provisions dealing with the mechanics of completing the Transaction as are typical
for a transaction similar in nature to the Transaction;


 


b) each of ORN, Newco and the CPC shall be satisfied in the
sole and absolute discretion thereof: prior to 5:00p.m (Eastern time) on the day immediately preceding the Definitive Agreement
Date with results of its due diligence investigations of the other party, and (notwithstanding any due diligence investigations
previously conducted), unless the CPC, Newco or ORN provides written notice to the others prior to 5:00p.m. (Eastern time) on such
day that it is not so satisfied with the results of its due diligence investigations on .the others, each of the CPC, Newco and
ORN shall then be deemed to be satisfied with the results of its due diligence investigations of the other party;


 


c) completion of the Concurrent Financing;


 


d) if the Transaction is subject to the Exchange's sponsorship
requirements, a qualified brokerage firm must accept to sponsor the Transaction (the "Sponsor") and must have filed a
sponsorship report satisfactory to the Exchange. Alternatively, the CPC shall have obtained from the Exchange a waiver of the sponsorship
requirement for the Transaction. ORN and the CPC shall negotiate the choice of the Sponsor, if applicable, and its fees;


 


e) if required by applicable law or any securities regulatory
authority' or if considered desirable by the directors of ORN and Newco, the shareholders of ORN and Newco shall have approved
the Transaction and approved or consented to such other matters as ORN and Newco shall consider necessary or desirable in connection
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f) ORN shall place in escrow a number of common shares representing
fifteen percent (15%) of its holdings in the CPC for a period of up to eighteen (18) months, however subject to early release upon
ORN or Newco, as the case may be, achieving a December 31, 2013 revenue target of $2,012,425.00 based on installations pursuant
to signed contractual commitments. For purposes of clarity, in the event that delays in the installation of Select-TV systems are
attributable to hotel properties not being ready to receive such installations, revenue shall be based on the signed contractual
commitments for installations of such Select-TV systems.


 


g) if required by applicable law or any securities regulatory
authority or if considered desirable by the directors of the CPC, the shareholders of the CPC shall have approved the Transaction
and approved or consented to such other matters as either the CPC, Newco or ORN shall consider necessary or desirable in connection
with the Transaction in the manner required thereby (including a change of name of the CPC and/or Newco to a name suggested by
ORN and acceptable under applicable laws);


 


h) all governmental, court, regulatory, third person and other
approvals, consents, waivers, orders, exemptions, agreements and all amendments and modifications to agreements, indentures and
arrangements which either ORN, Newco or the CPC shall consider necessary or desirable in connection with the Transaction and not
otherwise specifically descnbed in this agreement shall have been obtained in form satisfactory to ORN, Newco and the CPC acting
reasonably; and


 


i) there shall have been no action taken under any applicable
law or by any government or governmental or regulatory authority which:


 


i) makes it illegal or otherwise directly or indirectly restrains,
enjoins or prohibits the completion of the Transaction, or


 


ii) results or could reasonably be expected to result in a judgment,
order, decree or assessment of damages directly or indirectly, relating to the Transaction which is, or could be, materially adverse
to ORN, Newco or the CP4 respectively, on a consolidated basis.


 


10. Conditions Precedent to the Obligations of ORN and
Newco


 


The obligation of ORN and Newco to complete the Transaction
shall be subject to the satisfaction, among others, of the following conditions, in addition to the conditions set out in the Definitive
Agreement:


 


a) the CPC shall have performed and complied in all material
respects with all of the covenants and obligations thereof required to be performed by the CPC prior to the completion of the Transaction;


 


 






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b) the representations and warranties of the CPC contained in
the Definitive Agreement shall be true and accurate, in all material respects, when made and on and as of the completion of the
Transaction with the same force and effect as if they had been made at the completion of the Transaction; and


 


c) there shall not have been any event or change that has had
or would be reasonably likely to have a material adverse effect on the share capital of the CPC as set forth in the final prospectus
of the CPC or on the business, operations, results of operations, prospects, assets, liabilities or financial condition of the
CPC.


 


11. Conditions Precedent to the Obligations of the CPC


 


The obligations of the CPC to complete the Transaction shall
be subject to the satisfaction of, among others, the following conditions:


 


a) ORN and Newco shall have performed and complied in all material
respects with all of the covenants and obligations thereof required to be performed by ORN and Newco prior to the completion of
the Transaction;


 


b) the representations and warranties of ORN and Newco contained
in the Definitive Agreement shall be true and accurate, in all material respects, when made and on and as of the completion of
the Transaction with the same force and effect as if they had been made at the completion of the Transaction; and


 


c) there shall not have been any event or change that has had
or would be reasonably likely to have a material adverse effect on the business, operations, results of operations. prospects,
assets, liabilities or financial condition of ORN and Newco taken as a whole.


 


12. Mutual Exclusivity


 


On and after the date hereof and until the later of the maturity
date for execution of the Definitive Agreement, as defined herein, and termination of this agreement pursuant to Section 14, below,
ORN, Newco and the CPC will not, directly or indirectly, through any director, officer, employee, representative (including any
financial or other advisor) or agent


 


a) provide any information concerning itself or any of its subsidiaries
to any third party for any purpose which would be inconsistent with the Transaction or the terms hereof; or


 


b) enter into, or continue any negotiations or discussions with
any third party or solicit, entertain or consider any inquiries or proposals relating to the possible disposition of the business.
assets or shares of or any other interests in itself or any of its subsidiaries or any part thereof or a merger with or acquisition
by another party.


 


 






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13. Completion Date


 


ORN and the CPC shall use their commercially reasonable efforts
to complete the Transaction by January 31, 2013, or such other date as the parties may mutually agree upon (the "Completion
Date").


 


14. Termination


 


This letter of intent may be terminated:


 


a) upon mutual consent of the parties hereto;


 


b) by either the CPC or ORN if the Definitive Agreement is not
executed on or before the Definitive Agreement Date; or


 


c) by either the CPC or ORN if the Transaction has not been
completed by the Completion Date.


 


15. Miscellaneous


 


a) Costs


 


Each of ORN, Newco and the CPC shall pay its own costs and expenses
(including all legal. accounting and financial advisory fees and expenses) in connection with the Transaction including expenses
related to the preparation. execution and delivery of this letter of intent and the documents required hereunder. Notwithstanding
the foregoing, the entity receiving the proceeds of the Concurrent Financing shall be solely responsible for the payment of all
regulatory filing and other fees (including listing fees and sponsorship fees. if required) associated with the Transaction, but
in any event, if the Transaction is not completed for any reason, such entity shall be reimbursed by the other entities (ORN and
Newco being considered a single entity) for 50% of such expenses within three months following the termination of this agreement
in accordance with Section 14, and, assuming that the CPC pays the 50% portion of the costs owed by ORN and Newco in the event
that ORN does not have sufficient funds to pay such portion, then ORN or Newco, as the case may be, shall assign to the CPC, an
sum of receivables under its customer contracts having an equivalent value.


 


b) Currency


 


All dollar amounts in this letter of intent, unless otherwise
specified, represent Canadian dollars.


 


 


 






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c) Public Announcements


 


No public announcement or other disclosure shall be made by
either party until ORN, Newco and the CPC agree provided that, if the CPC receives bona fide legal advice from legal counsel that
it is bound by securities laws to issue a press release, it may do so provided that prior notice is given to ORN and Newco and
ORN and Newco has an opportunity to comment on the content of any public statement or disclosure.


 


d) Law


 


This letter of intent shall be governed by and be construed
in accordance with the laws of the Province of Ontario and the federal Laws of Canada applicable therein and ORN and the CPC irrevocably
attorn to the non-exclusive jurisdiction of the courts of such province, sitting in the City of Toronto.


 


e) Amendment


 


This letter of intent may, at any time and from time to time
be amended by written agreement of the parties hereto.


 


f) Assignment


 


The parties may not assign their respective rights or obligations
under this letter of intent without the prior written consent of the other party.


 


g) Waiver


 


Any waiver or release of any of the provisions of this letter
of intent, to be effective, must be in writing and executed by the party hereto granting such waiver or right.


 


h) Confidentiality


 


This letter of intent and any discussions in connection therewith
shall be treated by the parties hereto as strictly confidential and shall not (without the prior consent of the other party hereto
or as contemplated or provided herein) be disclosed by either party hereto to any person other than a director, officer, employee,
agent, shareholder or professional advisor of or to that party hereto with a need to know for purposes connected with the Transaction
or other matters contemplated by this letter of intent and then only on a confidential basis and also on the basis that the party
concerned will be liable for any breach of confidentiality by a person to whom it makes disclosure.


 


 






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i) Entire Agreement


 


This letter of intent contains the entire agreement between
the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings
with respect thereto.


 


The provisions of sections 12 (Mutual Exclusivity), 14 (Termination)
and 15 (Miscellaneous) and this paragraph are binding on the parties. Notwithstanding any other provision of this letter of intent,
all other paragraphs of this letter of intent are non-binding and are intended only to outline the general terms of the proposed
transaction, and do not extend any legal rights or obligations to the CPC, Newco or ORN until the definitive agreements are signed
and delivered.


 


Would you kindly signify your acceptance of the terms contained
herein by executing the enclosed duplicate copy hereof in the place indicated and thereafter returning such executed copy to the
CPC by no later than 9:00 p.m. Eastern time on the 12th day of November, 2012, failing which this letter of intent shall be of
no force or effect.


 


Accepted as of this 12th day of November, 2012, at 19.25 hours
(EST).


 


	ORIANA TECHNOLOGIES, INC.	 	VECTOR RESOURCES INC.
	 	 	 
	 	 	 
	By: /s/ Rene Arbic	 	By: /s/ Darryl Levitt
	Name: Rene Arbic	 	Name: Darryl Levitt
	Title: President	 	Title: President




 


 


 






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