**Exhibit 99**

 

**AGREEMENT ON THE SALE AND PURCHASE OF SHARES**

 

 

This Agreement has been made on the date set out below between

 

1.               **Målaremästarnas****Riksförening**(hereinafter referred to as “the Seller”), withthe registration number 802002-3886, an interest organization incorporatedunder the laws of Sweden with its office located in Skeppsbron 40, Box 16 286,103 25 Stockholm, Sweden.

 

And

 

2.               **Starberrys Corporation** (hereinafterreferred to as “the Buyer”), a company incorporated under the laws of Nevada,USA with its head office located in Suite 21, 2236 Folkestone Way, WestVancouver B.C. Canada V7S 2X7.

 

 

**Background**

 

The Seller owns all the shares in the company SkandinaviskaFärginstitutet AB a company incorporated under the laws of Sweden (“theCompany”), registered under number 556045-5288.

 

The Company provides a colour notation system, the Natural ColourSystem (“NCS”), which is a well know colour language.  It is the only colour system, which describes colour exactly aswe see it.  Design professionals andindustries use NCS as a tool for precise colour communication, selection andspecification.  Subject to grantedlicences the Company owns all rights to NCS, all shares in the subsidiarySkandinaviska Färgskolar, AB, registered under number 556473-0793 and allshares in the subsidiaries NCS Colour Centre SA/NV in Belgium, NCS ColourCentre GmbH in Germany and one not active company incorporated under the lawsof Sweden, Färgsättningstjänsten i Sverige AB, with the registration number556296-9914. Exhibit 1.

 

The Company and its subsidiaries as described above and defined inaccordance with Chapter 1, Section 2 of the Swedish Companies Act arehereinafter referred to as “the Group Companies” or “the Group”.

 

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**1.**              **Transfer of shares and certain definitions**

 

1.1.      Upon the terms andconditions herein contained, the Seller sells and transfers as per August 31st,2003 to the Buyer, or to any other party that the buyer assigns, all 15,000shares, representing all of the outstanding capital stock of the Company andhaving a par value of SEK 100 each.

 

1.2.      Consummation of thetransactions contemplated herein shall be effected on, August 31st,2003 (“the Closing Date”).

 

1.3.      The transfer is, inter alia,based on a balance sheet (“the Balance Sheet”) made on August 31st,2002. (“the Balance Sheet Date”). Exhibit 2.

 

**2.**              **Purchase sum and payment**

 

2.1.      The purchase sum shallamount to SEK 35,000,000 exclusive of VAT to be paid in accordance with thefollowing.

 

2.1.1.                     Ten (10) percent of the purchase sum, i.e., SEK 3,5000,000 shall be deposited no later thanon June 30th, 2003 to an escrow account with Karlerö & CoAdvokarbyrå HB, Stockholm, Sweden on the terms and conditions pursuant to theEscrow Agreement format attached hereto as Exhibit 3.

 

2.1.2.                     Sixty-five(65) per cent of the purchase sum, i.e. SEK 22,750,000 shall be paid in cash toa bank account designated by the Seller on or before the Closing Date.

 

2.1.3.                     Twenty-five(25) per cent of the purchase sum, i.e. SEK 8,750,000, shall be paid on orbefore the Closing Date to an escrow account with Karlerö & Co AdvokarbyråHB, Stockholm, Sweden on the terms and conditions pursuant to the EscrowAgreement format attached hereto as Exhibit 3.

 

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2.2.      The amount deposited to theescrow account pursuant to sub-section 2.1.1 above shall be released to theSeller as per the Closing Date.  If theBuyer prior to the Closing Date withdraws from the consummation of thisAgreement without good cause due to the material breach by the Seller of itsobligations under this Agreement, then the Buyer shall pay SEK 3,500,000 to theSeller as full and final compensation for such withdrawal.  The amount in escrow pursuant to sub-section2.2.1 above (i.e. SEK 3,500,000) shall unconditionally and irrevocably securesaid obligation to compensate the Seller. If the Buyer would withdraw with good cause due to the material breachby the Seller of its obligations, then the Buyer has no obligation tocompensate the Seller for the withdrawal and the amount in escrow shall not bereleased to the Seller.  Notice ofwithdrawal shall be made in writing prior to the Closing Date.  The amount paid per sub-section 2.1.3 above,secures claims by the Buyer under the representations and warranties made bythe Seller in accordance with this Agreement. If the Buyer within three (3) months after the Closing Date has not madeany such claim (in full or in part), the escrow amount shall be released to theSeller.  The claimed amount shall bereleased to the Buyer.  Notwithstandingthe release of the escrow amount the Buyer is however always entitled to makeclaims during a twelve (12) months period after the Closing Date pursuant tosub-sections 21.1 and section 23.1 below.

The Buyer is pursuant to sub-section 23.1 regarding taxes andenvironmental issues entitled to make claims during three (3) years from theClosing Date.

 

2.3.      It is agreed between theparties that the annual report of the Group for the fiscal year of 2002/2003will be audited within three (3) months after the Closing Date.

 

2.4.      The Seller shall deliver onthe Closing Date all share certificates representing the shares transferredduly endorsed in blank together with any talons and dividend coupons againstpayment of the cash portion of the consideration.

 

**3.**              **The interim between the Letter of Intent Date and theDate of agreement**

 

3.1.      The Seller represents andwarrants that, since the Letter of Intent Date (January 23rd, 2003)and until the Date of Agreement, unless otherwise provided in this Agreement,there has

 

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not, with respect to business transactions of the Group Companies,been:

 

3.1.1.                     any change inthe manner of conducting the business of the Group Companies relative topreviously applied business principles, nor has there been any entering intoagreements and undertakings by the Group Companies other than in the ordinarycourse of business or on terms and conditions generally applied in the respectivecompany’s field of business,

 

3.1.2.                     any change inemployment compensation, pension and other employment benefits (except forchanges caused by normal market conditions in Sweden) with respect to thepersonnel nor has there been any new employment or any termination ofemployment,

 

3.1.3.                     anydivestment of, nor investment in any fixed assets,

 

3.1.4.                     any change inthe backlog of orders with respect to terms and conditions, prices and creditrisks,

 

3.1.5.                     anyindebtedness (except ordinary credits from suppliers) incurred by the GroupCompanies either directly by way of loans or other credits, or indirectly byway of guarantee or pledge,

 

3.1.6.                     any paymentof dividend or any similar distribution of funds or assets,

 

3.1.7.                     any paymentof (or decision regarding) any group contribution (“koncernbidrag”).

 

**4.**              **The interim between the Date of Agreement and theClosing Date**

 

4.1.      During the period from theDate of Agreement and until the Closing Date, the Seller shall take anynecessary steps to cause the management of the Group to consult with theBuyer’s representatives prior to all material business decisions outsideordinary course of business and to ensure that the Group’s business activitieswill be carried out in accordance with pre-

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viously applied business principles.  The Buyer shall have unlimited rights toinvestigate and control the Seller’s compliance with the provisions of thisparagraph.

 

4.2.      Prior approval from theBuyer’s representative shall be required with respect to any of the followingmatters:

 

4.2.1.                     payment ofdividend or similar distribution of funds or assets,

 

4.2.2.                     payment ofgroup contribution (“koncernbidrag”),

 

4.2.3.                     newemployment or termination of employment of personnel,

 

4.2.4.                     entering intoany pension commitments,

 

4.2.5.                     sale of anyfixed asset having a market value in excess of SEK 40,000,

 

4.2.6.                     acquisitionof any single fixed asset having a value in excess of SEK 40,000,

 

4.2.7.                     entering intoor amendment of any credit commitment (other than ordinary supplier’s credits),

 

4.2.8.                     the grantingof any credit (other than ordinary customer credits) or entering into guaranteecommitments or the furnishing of any other security,

 

4.2.9.                     enteringinto, or amendment of any long-term or substantial agreement, any agreementwith the Seller or any person or entity related to or associated with theSeller or entering into any other agreement outside the ordinary course ofbusiness,

 

4.2.10.               change of prices orrebates outside the ordinary course of business.

 

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**5.**              **Directors and auditors**

** **

5.1.      Immediately upon the ClosingDate, the Seller shall cause extraordinary shareholders’ meetings of the GroupCompanies to be held for purposes of electing new directors and auditors.

 

5.2.      The Seller covenants thatthe present directors and auditors may be removed from their positions withoutany claim for compensation or remuneration, and that these directors will notexercise their formal authority to represent the company.

 

5.3.      The Buyer covenants that thenext ordinary shareholders’ meetings of the Group Companies will pass thenecessary resolutions whereby the present directors will be discharged fromliability with respect to their administration of the respective GroupCompany’s affairs, provided, however, that the company’s auditors will approvesuch discharge from liability.

 

5.4.      The Seller agrees to causegeneral powers of attorney to be duly and validly issued as per the Closing Datein favor of persons appointed by the Buyer, which individuals shall haveunlimited authority to represent the Group Companies in all matters until thenew Board of Directors has been officially registered with the Swedishregistration authority (sw: Patentoch Registreringsverket).

 

**6.**              **Closing Balance Sheet**

** **

6.1.      As of the Closing Date abalance sheet and a profit and loss account for the twelve (12) months thenended, (hereinafter jointly referred to as the “Closing Balance Sheet”) shallbe prepared in accordance with the same accounting principles, which have beenapplied in preparation of the balance sheet and the profit and loss account asof the Balance Sheet Date. As a part of the preparation of the Closing BalanceSheet a complete physical inventory of stock and other assets of the Groupshall thereby, at the Closing Date, jointly be performed by the Buyer andSeller.

 

6.2.      The Closing Balance Sheetshall be prepared jointly by the Buyer and the Seller and in con-

 

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sultation with the Group’s present auditors and the auditors to beappointed.

 

6.3.      Total equity of the Companyshall be minimum SEK 10,076,000 as per Closing Date. The Buyer shall becompensated for any decrease, if the total equity is below said amount as ofClosing Date.

Total equity is defined as equity plus seventy-two (72) percent ofuntaxed reserves as per the Balance Sheet Date plus seventy-two (72) percent ofprofit before tax as of Closing Date. Profit before tax shall, as of ClosingDate, be minimum SEK 2,200,000.

Compensation to the Buyer shall be made by one (1) SEK for each one (1)SEK.

 

**7.**              **Valuation**

** **

7.1.      In case of disagreementbetween the parties regarding any question in connection with the ClosingBalance Sheet, any such unresolved question shall be submitted for finaldetermination by two authorised public accountants of which, each party shallappoint one. Should the auditors so appointed not be able to submit withinsixty (60) days from the Closing Date a joint written opinion, any suchunresolved question shall, at the request of one of the parties, within ninety(90) days from the Closing Date, with binding effect for them, be finallyresolved by one authorised public accountant appointed by the Stockholm Chamberof Commence, Stockholm, Sweden. The accountant thus appointed shall give hisopinion in writing.

 

7.2.      If a party does not appointan auditor in accordance with the above and within the time limits mentionedabove, he is automatically bound by the decision made by the other party’sappointed auditor.

 

7.3.      Each party shall bear itsown costs for his appointed auditor. The parties will in equal parts share thecosts for the authorised public accountant in case such accountant isappointed.

 

**8.**              **Information about the Group**

** **

8.1.      The information concerningthe Group upon which the Buyer has relied in concluding this

 

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Agreement is contained in the following documentation in addition toother documents and information disclosed hereunder:

 

8.1.1.                     Auditedannual accounts for the years 97/98, 98/99, 99/00 and 00/01, in addition to theaudited accounts as per the Balance Sheet Date, as attached hereto, Exhibit4,

 

8.1.2.                     budgets andforecasts provided by the Seller, Exhibit 5, provided always that theSeller has not represented or warranted any results or developments of theCompany’s business for the future beyond the Closing Date,

 

8.1.3.                     articles ofassociation and certificates of registration, Exhibit 6,

 

8.1.4.                     a schedule ofemployees including information regarding salaries and other employmentbenefits and employment contracts for key employees and labour union contractsas per the Date of Agreement Exhibit 7,

 

8.1.5.                     a schedule oflong-term agreements including license-, distributor-and royalty agreements Exhibit8,

 

8.1.6.                     a schedule ofthe Group Companies’ intangible assets Exhibit 9,

 

8.1.7.                     a fixedassets register Exhibit 10,

 

8.1.8.                     a stock listas of February 28, 2003, Exhibit 11, which indicates the turnover rateand the principles for valuation and applied principles for write-off due toobsolescence,

 

8.1.9.                     a schedule ofconfirmed orders Exhibit 12,

 

8.1.10.               a schedule of firmoffers Exhibit 13,

 

8.1.11.               a schedule of theaccounting principles applied within the Group Exhibit 14,

 

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8.1.12.               price lists,including applicable rebates Exhibit 15,

 

8.1.13.               general conditions Exhibit16,

 

8.1.14.               a schedule ofinsurances Exhibit 17,

 

8.2.      The Seller represents and warrantsthat the information furnished by the Seller and the Group Companies is in allmaterial aspects correct and that the documents and information mentionedherein contain all materially relevant information regarding the Group and itsbusiness activities, thus materially completely and correctly reflecting theGroup Companies’ financial position and results.

 

**9.**              **The company’s shares; warranty**

** **

9.1.1.                     The Company’stotal paid up share capital is SEK 1,500,000 represented by 15,000 shares.

 

9.2.      The Seller represents andwarrants that:

 

9.2.1.                     the saidshares constitute all issued and outstanding shares of the Company, for whichpayment in full has been made,

 

9.2.2.                     the saidshares are owned by the Seller free and clear of all liens, claims, options, pre-emptionrights, charges or other encumbrances,

 

9.2.3.                     all theshares of the Company are of the same class with respect to the rights vestedtherein,

 

9.2.4.                     noresolutions have been made regarding issue of (i) new shares, (ii) convertibledebt instruments, (iii) debt instruments with a right of option to subscribe tonew shares or (iv) participating debt instruments.

 

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**10.**       **Balance sheets and accounts; warranty**

** **

10.1.                                                TheSeller represents and warrants that:

 

10.1.1.               the accounts of theGroup including annual reports and balance sheets presented to the Buyer are inall respects in compliance with, and have been prepared in accordance with lawand generally accepted accounting principles in Sweden, and present a true andfair view of the financial position of the Group as of their respective dates,

 

10.1.2.               the Group’saccounting principles have been consistently applied since fiscal year1997/1998,

 

10.1.3.               the Balance Sheetas presented to the Buyer is in all respects in compliance with law andgenerally accepted accounting principles in Sweden and includes all of theGroup Companies’ assets, liabilities, pledges, guarantees and otherundertakings. The Buyer is aware that the Company’s intellectual propertyrights are not reflected in the Balance Sheet.

 

10.1.4.               the shareholderscontribution given by the Seller to the Company shall at no cost for theCompany and/or Buyer be certified as “non-conditional” by the seller, Exhibit 18.

 

 

**11.**       **The group companies’ assets; warranty**

** **

11.1.                                                TheSeller represents and warrants that:

 

11.1.1.               unless otherwisestated herein, the Group Companies has legal title to all assets describedherein as being the property of the respective Group Company, and that suchlegal title is unrestricted and includes full right of disposition and that anysuch property is free of any lien, charge or other encumbrance,

 

11.1.2.               the receivablesreported in the Group’s accounts as of the Closing Date have been

 

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collected or will be collected at book value within normal trade terms,however, maximum within 3 month from the Closing Date,

 

11.1.3.               the Group Companiesstock as of Closing Date has been valuated in accordance with the principlesmentioned in the stock list Exhibit 19, including the therein mentionedallowance for obsolescence,

 

11.1.4.               the Group Companieshave not failed to maintain, service and repair their assets and that allmaterial assets, whether owned by the Group Companies or not, are in good andfunctional condition,

 

11.1.5.               the Group Companiesindustrial and intellectual property rights listed in Exhibit 20 do notinfringe any right belonging to a third party, that they have been dulymaintained and monitored, that, to the best of the Company’s knowledge, anymaterial infringement by a third party of any of these rights has not occurredwithout the Company taking commercially justified defensive action against theinfringements and that the Group Companies trade secrets have been properlyprotected against access and use by unauthorized third parties.

 

 

**12.**       **Personnel; warranty**

 

12.1.                                                TheSeller represents and warrants that:

 

12.1.1.               all employees ofthe Group as of the Date of Agreement have been listed in Exhibit 21 andthat no salary, pension or other employment benefits have been granted to suchemployees on terms and conditions which are more favourable than thoseindicated in the said exhibit, except for changes guided by general marketconditions in Sweden,

 

12.1.2.               all previouslyemployed personnel which as of the Date of Agreement are entitled to receivepension benefits have been listed in Exhibit 22 and that such personnelhas

 

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not been granted pension benefits on terms more favourable than thoseindicated in the said exhibit,

 

12.1.3.               no claim forcompensation except as expressly provided herein will be or is likely to beraised against any Group Company from any person now or previously employed orfrom any trade union of which such employee is or has been a member,

 

12.1.4.               no employee of theCompany has been or will be offered employment (or assignment as a consultant)by the Seller or any enterprise controlled by the Seller for a period of 3years after the Closing Date.

 

12.1.5.               The Seller agreethat they will use their best efforts to encourage their members and relatedtrade partners to continue to use products and services of NCS.

 

**13.**       **Agreements and undertakings; warranty**

 

13.1.                                                TheSeller represents and warrants that:

 

13.1.1.               the Group Companiesare not bound by any agreement or undertaking (including firm offers) otherthan those listed in Exhibit 23 except offers related to ordinary courseof business, and that any such agreement and undertaking in all respectscompletely and correctly reflect valid rights and obligations of the respectiveCompany and that the respective Group Company and the respective counter partyhave fulfilled and, prior to the Closing Date, will fulfil all theirobligations under any such agreement and undertaking,

 

13.1.2.               the Group Companiesare not bound by any agreement or undertaking which is not made in the ordinarycourse of business or which has not been made on market conditions or termscustomary in the trade and which is not disclosed in said Exhibit,

 

13.1.3.               the Group Companiesare not and have not been partners in partnerships or limited partnerships,

 

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13.1.4.               the Group Companieshave not entered into any agreement or executed any undertaking or commitment(including firm offers) to the benefit of any related or affiliated company orindividual except as expressly mentioned in the said Exhibit.

 

**14.**       **Backlog of orders and outstanding offers; warranty**

 

14.1.                                               TheSeller represents and warrants that the Group Companies’ backlog of orders andoutstanding offers:

 

14.1.1.               include orders andoffers containing prices and other terms and conditions which do not deviatefrom the principles which were applied by the respective Group Company prior tothe Balance Sheet Date,

 

14.1.2.               concern customerswhose good credit standing has been thoroughly examined and accepted and thatthe respective Group Company in making any such judgement has not deviated fromprinciples applied prior to the Balance Sheet Date,

 

14.1.3.               include orders andoffers with a calculated contribution margin which in each case has beencalculated according to the ordinary methods previously used within the Group.

 

**15.**       **The activities of the Group Companies; warranty**

 

15.1.                                                TheSeller represents and warrants that:

 

15.1.1.               the Group Companieshave obtained all necessary permits from authorities to carry out theiractivities and that all such activities always have been in accordance withapplicable laws and regulations,

 

15.1.2.               no materialobjections as of the Closing Date have been made or will be made against anyGroup Company with respect to works and premises, machinery and other assets,

 

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and that the Seller as of the Date of Agreement has no reason tobelieve that any such objections will be directed against any Group Companyafter the Closing Date,

 

15.1.3.               the activities ofthe Group Companies are in no material respect in conflict with rights of thirdparties according to law or contract,

 

15.1.4.               no othercircumstance or event has occurred or may reasonably be expected to occur whichimplies or could imply any material limitation or material restriction in theconduct of the Group Companies’ activities.

 

**16.**       **Taxes and charges; warranty**

 

16.1.                                                TheSeller represents and warrants that:

 

16.1.1.               all necessary costreservations for taxes, fees and other public charges have been made in theaccounts as of the Balance sheet Date,

 

16.1.2.               the Group Companieswill not be the subject of additional assessment of taxes, fines or otherpunitive charges which are attributable to business transactions prior to theClosing Date,

 

16.1.3.               the Group Companiescurrently have fully paid and will, prior to the Closing Date, make any and allpayments for taxes, fees and other public charges as required by laws andregulations.

 

**17.**       **Warranty provisions; warranty**

 

17.1.                                                TheSeller represents and warrants that:

 

17.1.1.               the Group Companieshave not issued any warranties which are not in the ordinary course of businessor not normal in the trade and which relate to products which either have beendelivered prior to the Closing Date or, as evident from the backlog of

 

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orders or offers made as of the Closing Date, will be deliveredsubsequent thereto,

 

17.1.2.               the aggregateamount of liability of the Group Companies with respect to such warranties willnot exceed 10 per cent of the invoiced value of the related products and thatsuch percentage reflects the provision made in the accounts as per the ClosingDate with respect to liability under warranties.

 

**18.**       **Insurance; warranty**

 

18.1.                                                TheSeller represents and warrants that:

 

18.1.1.               any and all assetsof the Group Companies are adequately insured against fire, damage and loss,

 

18.1.2.               the Group Companiesmaintain normal liability insurance and product liability insurance,

 

18.1.3.               the Group Companiesmaintain normal insurance against operational interruption,

 

18.1.4.               the insurancepolicies under sub-sections 18.1.1 – 18.1.3 above have been validly in effectsince the Balance Sheet Date and that such policies will be in full force andeffect at least one month after the Closing Date.

 

18.2.                                                TheSeller also represents and warrants that:

 

18.2.1.               the assets of theGroup Companies during the time between the Balance Sheet Date and the ClosingDate have not diminished and will not diminish in value due to fire, theft,damage, flooding or any other unexpected event, which is not completely coveredby insurance,

 

18.2.2.               neither the GroupCompanies nor anyone for whom the Group Companies are responsible has duringthe time between the Balance Sheet Date and the Closing Date

 

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committed and will not commit any act or omission, which subjects anyof the Group Companies to tort liability and which is not covered by liabilityor product liability insurance,

 

18.2.3.               the value of theGroup during the time between the Balance Sheet Date and the Closing Date hasnot diminished and will not diminish as a result of an event entailing that thebusiness activities of any Group Company cannot be conducted to an ordinaryextent and which are not covered by valid insurance against the risk ofoperational interruption.

 

**19.**       **Litigation; warranty**

 

19.1.                                                TheSeller represents and warrants that the Group Companies are not involved in anylitigation, arbitration proceedings or any other dispute which may result inliability or costs and that no such litigation, arbitration or dispute willarise by reason of any event or circumstance which is attributable to theperiod prior to the Closing Date unless as disclosed hereunder.  A complete list of all outstandinglitigation, arbitration or disputes is listed in Exhibit 24.

 

**20.**       **Documentation and registration; warranty**

 

20.1.                                                TheSeller represents and warrants that as of the Closing Date all documentationconcerning the Group Companies, such as share register, minutes of meetings ofthe Board of Directors and the shareholders, contracts, undertakings,Government permits, books and accounts, etc., will be in the possession andsafe custody of the respective Group Company and freely available to the Buyerand that all prescribed registrations, notices and applications have been madeand that all required approvals have been obtained.

 

**21.**       **Indemnity**

 

21.1.                                                In theevent that any representation or warranty by the Seller, expressly provided forin this Agreement, shall be inaccurate in any material respect the discrepancyshall be de-

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ducted from the consideration by one (1) SEK for each one (1) SEK ofthe discrepancy amount, provided always that the Buyer’s right to beindemnified/to be compensated shall be subject to (i) that the aggregateddiscrepancy amount is exceeding one (1) percent of the total assets of theCompany on the Closing Date (ii) that any and all obligations or liability onpart of the Seller to indemnify and/or pay compensation to the Buyer inconnection with this Agreement is effectively limited to an aggregated totalmaximum amount of SEK 15,000,000.

 

21.2.                                                Intereston the amount of compensation shall be payable at a rate which by 4 percentageunits exceeds the reference rate under the Swedish Interest Act from theClosing Date until payment is made through set-off against outstanding purchasemoney or otherwise.

 

**22.**       **No Other remedies**

 

22.1.                                                Theremedy of indemnity/ compensation provided for under Article 21 above is thesole remedy available to the Buyer subsequent to the consummation of theAgreement on the Closing Date.  Thus,the Buyer shall, e.g., have no right to any further compensation or to rescindthe Agreement.  It is explicitly agreedthat the Buyer waives any and all other remedies available to the Sellerpursuant to the Swedish Sale of Goods Act or any other statutory or otherwisegranted non-mandatory rights to remedies under Swedish law.

 

**23.**       **Notice of claims and time limit**

 

23.1.                                                  Anyclaims against the Seller other than related to taxes or environmental issuesshall be communicated to the Seller in writing within twelve (12) months fromthe Closing Date.  Any such claimssubsequent to said date, shall be null and void, subject to Sub-section 23.2below.  However, claims related to taxesor environmental issues may be communicated to the Seller in writing within sixmonths from the final decision by the relevant court or authority in suchmatters and in no case later than three (3) years from the Closing Date.  Any claims shall be communicated to the Selleras soon as the Buyer has or should have justified reason to believe that aclaim may be forwarded.

 

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The time limitfor claims set out in sub-section 23.1 above shall not apply in case the Sellerhas committed acts or omissions in gross negligence or acts contrary to goodfaith and fair dealing as defined pursuant to section 33 of the SwedishContracts Act.

 

**24.**       **Security furnished by the Seller**

 

24.1.                                               TheBuyer agrees to cause any guarantee and other security, which the Seller hasfurnished in favour of any Group Company with respect to its liabilities, to bereleased no later than November 30, 2003. In the event that such release has not been effectively made within thesaid time limit, this Agreement and the sale of shares contemplated therebyshall, at the request of the Seller be forthwith avoided and all transactionshereunder be reversed.

 

**25.**       **Non-competition**

 

25.1.                                               TheSeller undertakes, during a period equal to the Seller’s rights under Article37.3 below, not to carry out or further or support any activity which in anyway may compete with activities which are presently carried out by the Company(NCS, Colour School) and including the addition of the Buyer’s presentactivities into the Company.

 

**26.**       **Secrecy**

 

26.1.                                               Eachparty undertakes not to make any unauthorized disclosure of any confidentialinformation regarding the other party, Group Company or its activities.  Each party ensures that his employees,consultants, financial institutions, present and/or future investors, anddirectors of the board will be bound by a corresponding secrecy undertaking.

 

26.2.                                               “Confidentialinformation” shall mean any information, technical, commercial or of any otherkind, whether written or oral, with the exception of

 

a)                                      information whichhas been published, is publicly known, or which will under any law

 

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or action be brought to the public knowledge without any fault made bythe party receiving the information;

 

b)                                     information, shownto be known to a party before receipt thereof from the other party; andinformation, received from a third party or which will be received from a thirdparty without restraints as to the use thereof;

 

c)                                      information whichis independently developed for a party by personnel or agents having no accessto confidential information of the other party.

 

26.3.                                               Alsonon-intentional or non-negligent acts or omissions shall be considered asbreaches of contract under this secrecy clause.

 

**27.**       **Press release**

 

27.1.                                               Theparties agree that a special press release shall be worked out jointly and bereleased within five (5) days after the Date of Agreement.

 

27.2.                                               Theemployees of the Group shall, however, be informed about the contents of thisAgreement immediately upon its execution.

 

27.3.                                               TheBuyer may make required disclosures required by securities laws applicable toit.

 

**28.**       **The Swedish Democracy at Work Act**

 

28.1.                                               TheSeller and the Buyer represent that they have fulfilled their respective informationand negotiation obligations under the Democracy at Work Act (SFS 1976:580).

 

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**29.**       **Conditions precedent**

 

29.1.                                               Thevalidity of this agreement is subject to the following conditions precedent:

 

a)              the completion, to the satisfaction ofthe Buyer, of the Due Diligence review of the Group Companies no later thanMay 15th, 2003,

 

b)             the approval of the Seller’s and theBuyers respective Board of Directors, and to the extent necessary by law, theapproval of the Seller’s and Buyer’s members and shareholders; no later thanMay 15, 2003,

 

c)              the execution and delivery by the Seller,their affiliates or associates of such documents and agreements as shall bereasonably requested by the Buyer (in its sole discretion after satisfactorycompletion of it’s due diligence) relating to the sale or assignment ofintellectual property and other assets relating to the Group Companiesbusiness,

 

d)             the obtaining of any and all regulatoryapprovals (or similar) applicable to the transaction.  The parties shall jointly make their best efforts to obtain suchpermits and approvals.

 

29.2.                                               Inthe event that the required permits and approvals have not been obtained priorto Closing Date, this Agreement shall be deemed null and void and any and alltransactions contemplated herein shall be reversed.

 

**30.**       **Governing law**

 

30.1.                                               ThisAgreement shall be construed in accordance with and be governed by thesubstantive laws of Sweden, with exception of its conflict of laws principles.

 

**31.**       **Notices and language**

 

31.1.                                               Noticesand other communications shall be in the English language and deemed to bevalid and effective if sent by courier or registered letter to the addresses ofthe parties stated in the Preamble to this Agreement or to other addressessupplied at a later date.

 

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31.2.                                               Thecommunications will be considered as having reached the addressee:

 

31.2.1.               If sent by courier; on delivery.

 

31.2.2.               If sent by registered letter; 8 daysafter the date of mailing.

 

31.3.                                                Changesof address are to be notified as set out in this provision.

 

**32.**       **Headings**

 

32.1.                                               Thedivision of this Agreement into separate articles and the insertion of headingsshall not affect the interpretation of this Agreement.

 

**33.**       **Amendments**

 

33.1.                                               Onlythose amendments and additions to this Agreement that are made in writing andsigned by the parties are valid.

 

**34.**       **Entire agreement**

 

34.1.                                               TheAgreement and its appendices constitute the entire agreement between theparties on all issues to which the Agreement relates. Those issues that havenot been expressly dealt with under the terms of the Agreement are to bedecided with reference to the intentions upon which the Agreement is based.

 

34.2.                                               Thecontents of this Agreement and its appendices, exhibits and schedulesconstitute the entire agreement of the parties and supersede all previouswritten or oral commitments and undertakings. However, the secrecy undertakingunder the Letter of Intent between the Parties as per January 23rd,2003 shall prevail if this Agreement is deemed invalid pursuant to Article 29above or is otherwise not consummated, executed or fulfilled.

 

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**35.**       **Severability**

 

35.1.                                               Ifany provision of this Agreement or part thereof shall to any extent be orbecome invalid or unenforceable, the parties shall agree upon any necessary andreasonable adjustment of the Agreement in order to secure the vital interestsof the parties and the main objectives prevailing at the time of execution ofthe Agreement. Failing an agreement between the parties on adjustments of theAgreement, arbitrators in accordance with the provisions of the arbitrationclause shall make such adjustments in this Agreement.

 

**36.**       **Disputes**

 

36.1.                                               Anydispute, controversy or claim arising out of or in connection with thisAgreement or the breach, termination or invalidity thereof, shall be finallysettled by arbitration in accordance with the Rules of the ArbitrationInstitute of the Stockholm Chamber of Commerce.

 

The rules for Expedited Arbitrations of the arbitration institute ofthe Stockholm Chamber of Commerce shall apply, unless the SCC institute, takinginto account the complexity of the case, the amount in dispute and othercircumstances, determines, in its discretion that the rules of the SCCinstitute shall apply. In the latter case, the SCC institute shall also decidewhether the arbitral tribunal shall be composed of one or three arbitrators.

 

36.2.                                               Theplace of arbitration shall be Stockholm, Sweden.

 

36.3.                                               Thelanguage(s) to be used in the arbitral proceedings shall be English.

 

**37.**       **Condition subsequent and post completion covenant**

 

37.1.                                               TheBuyer shall procure that NCS is maintained for the Swedish market.

 

37.2.                                               Incase NCS would not be maintained for the Swedish market the Buyer shall procurethe full and effective transfer upon the Seller of all rights to the use of the

 

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NCS (including a non exclusive license to use NCS) in order to enablethe Seller the use of NCS within Sweden.

 

37.3.                                               TheSellers right under sub-section 37.2 above shall be valid for a period of ten(10) years after the Closing Date.

 

 

 

This Agreement has been executed in three (3) copies of which the Buyerhas taken two and the Seller has taken one.

 

 
| Stockholm April 9, 2003                                                            |                                                          |
|------------------------------------------------------------------------------------|---------------------------------------------------------------|
|                                                                               |                                                          |
|                                                                               |                                                          |
| **Authorised signatory on behalf of  Målaremästarnas Riksförening** | **Authorised signatory on behalf of  Starberrys Corporation** |
|                                                                               |                                                          |
|                                                                               |                                                          |
| /s/ Per Sturesson                                                                  |                                                          | /s/ Hans Näsholm |   |
| Per Sturesson                                                                      | Hans Näsholm                                             |
| Chairman of the Board                                                              | Member Board of Directors                                     |
|                                                                               |                                                          |
|                                                                               |                                                          |
| /s/ Arne Jakobsson                                                                 |                                                          | /s/ John H Goodwin |   |
| Arne Jakobsson                                                                     | John H Goodwin                                                |
| Managing Director                                                                  | President and Chairman of the Board                           |
|                                                                                    |                                                               |  |  |  |  |

 

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**ESCROW AGREEMENT**

 

MADE THIS 9th day of April, 2003, by and between

 

(1)                                  MÅLAREMÄSTARNASRIKSFÖRENING (hereinafter referred to as “MRF”), with the registration number802002-3886, an interest organization incorporated under the laws of Swedenwith its office located in Skeppsbron 40, Box 16 286, 103 25 Stockholm,Sweden; and

 

(2)                                  STARBERRYSCORPORATION (hereinafter referred to as “STARBERRYS”), a company incorporatedunder the laws of Nevada, USA with its head office located at Suite 21, 2236Folkestone Way, West Vancouver B.C. Canada V7S 2X7, Vancouver, Canada, or anyof its assignees.

 

The parties are jointly referred to as “the Parties”.

 

**RECITALS**

 

A.                                   The Parties have onthis day entered into an Agreement on the Sale and Purchase of Shares (“SPA”)according to which STARBERRYS acquires the outstanding shares in SkandinaviskaFärginstitutet AB, reg No. 556045-5288 (“the Company”).

 

B.                                     It follows fromthe SPA that STARBERRYS shall deposit money in an escrow account and that theamounts deposited shall be released to MRF on certain agreed conditions.

 

NOW THEREFORE, the Parties agree as follows:

 

**1.**                                                              **DEPOSITION OF MONEY IN ESCROW**

 

1.1.                                                      Subjectto the terms and conditions of the SPA STARBERRYS shall on or before June 30th,2003 cause the deposition of SEK 3,500,000 (three million five hundred

 

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thousand) to an joint bank account administrated by Karlerö & CoAdvokatbyrå HB (“Karlerö”) in the name of both of the Parties (firstdeposition).

 

1.2.                                                      Subjectto the terms and conditions of the SPA STARBERRYS shall on or before August 31st,2003 cause the further deposition of SEK 8,750,000 (eight million seven hundredand fifty thousand) to the same joint bank account administrated with Karleröin the name of both of the Parties (second deposition).

 

1.3                                                         Karleröshall confirm in writing to each of the Parties if and when the depositions aremade.

 

**2.**                                                              **EXPENSES**

 

The parties shall carry any expenses and costs in connection with thedeposition in escrow jointly and severally towards Karlerö and in equal partsas between the Parties.

 

**3.**                                                              **RELEASE OF DEPOSITED AMOUNTS**

 

The Parties hereby jointly instructs Karlerö to release, at one orseveral occasions, any part of and/or all of the deposited amounts (first andsecond depositions) under this Escrow Agreement to either of the Parties or toa third party

 

(i)                                                             eitherat the joint request in writing of the Parties,

 

(ii)                                                          orat the request of one of the parties, provided that the accuracy of suchrequest is proved by a final and binding arbitral award or, as the case may be,a final and binding court judgement or decision.

 

**4**                                                                 **GOVERNING LAW AND ARBITRATION**

 

4.1                                                         ThisAgreement shall be construed in accordance with and be governed by thesubstantive laws of Sweden, with the exception of its conflict of lawsprinciples.

 

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4.2                                                         Anydispute, controversy or claim arising out of or in connection with thisAgreement or the breach, termination or invalidity thereof, shall be finallysettled by arbitration in accordance with the Rules of the ArbitrationInstitute of the Stockholm Chamber of Commerce.

 

The rules for Expedited Arbitrations of the arbitration institute ofthe Stockholm Chamber of Commerce shall apply, unless the SCC institute, takinginto account the complexity of the case, the amount in dispute and othercircumstances, determines, in its discretion that the rules of the SCCinstitute shall apply.  In the lattercase, the SCC institute shall also decide whether the arbitral tribunal shallbe composed of one or three arbitrators.

 

The place of arbitration shall be Stockholm, Sweden.

 

The language(s) to be used in the arbitral proceedings shall beEnglish.

 

 

 

This Agreement has been executed in three (3) copies of which theparties have taken one each.

 
| Stockholm April 9, 2003                                                        |                                                      |
|--------------------------------------------------------------------------------|-----------------------------------------------------------|
|                                                                           |                                                      |
| Authorised signatory on behalf of  Målaremästarnas Riksförening | Authorised signatory on behalf of  Starberrys Corporation |
|                                                                           |                                                      |
| /s/ Per Sturesson                                                              |                                                      | /s/ Hans Näsholm |   |
| Per Sturesson                                                                  | Hans Näsholm                                         |
| Chairman of the Board                                                          | Member Board of Directors                                 |
|                                                                           |                                                      |
| /s/ Arne Jakobsson                                                             |                                                      | /s/ John H Goodwin |   |
| Arne Jakobsson                                                                 | John H Goodwin                                            |
| Managing Director                                                              | President and Chairman of the Board                       |
|                                                                                |                                                           |  |  |  |

 

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We, the undersigned Company, hereby acknowledge the receipt of one copyof above Agreement.  We confirm that weare aware of its content and undertake to fulfil the obligations of Karleröpursuant to the Agreement.

 

Signed this 9th day of April, 2003

Karlerö & Co Advokatbyrå HB

 

 
| /s/ [ILLEGIBLE] |   |   |
|----------------------|--------|--------|

 

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