AutoCoded Document




Exhibit 10.1




SHARE
PURCHASE AGREEMENT



     This
SHARE PURCHASE AGREEMENT, dated as of March 1, 2007, by and among Cogenco
International, Inc., a Colorado corporation and Genesis Investment Funds Ltd.,
an entity organized under the laws of St. Vincent and the Grenadines represented
by Genesis Capital Management Ltd., Fund Manager, for the purchase by Genesis of
75,000 shares of Cogenco common stock (the “Purchased Shares”)
as described below and subject to adjustment as provided herein.



     NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:




ARTICLE
I




PURCHASE
AND SALE OF COMMON SHARES



	 	     1.1  Purchase
and Sale of Common Shares. Subject to the terms and conditions  herein set forth,
Cogenco agrees to issue and sell to Genesis, and Genesis  agrees to subscribe for and
take up, at the Closing, the Purchased Shares.







	 	     1.2  Purchase
Price. Genesis will pay the purchase price of $10.00 (U.S.) per  share of Common Stock by
 tendering to Cogenco’s account at  Basler Kantonalbank, Zurich,
Switzerland, or another bank account if so chosen by Cogenco, 500,000 shares
of common stock of Helix Biopharma  Corp. (TSE-HBP) (the “Helix Stock”).
To the extent that sales  of Helix Stock by Cogenco net to Cogenco (after payment of commissions
and other costs of sale) an average of less than $1.50 (U.S.) per share, Genesis  will,
upon written request from Cogenco, deposit additional shares of  Helix Stock (or
other publicly-traded shares reasonably acceptable to  Cogenco) into Cogenco’s
account set forth above, or otherwise at  Cogenco’s direction. Cogenco need
not wait until all of the Helix Stock has  been sold to make such a request;
Cogenco may make, and Genesis will  honor, such request at any time and from time-to-time.
Cogenco may not  make any request after one year from the date the Helix Stock was deposited
into Cogenco’s account.







	 	     1.3  Use
of Proceeds. Cogenco shall use the proceeds from the sale  of the Helix Stock for
furtherance or acquisition of business opportunities and  for other corporate purposes,
including working capital, and payment of accrued  and future salaries for its executive
officers.







	 	     1.4  Closing.







	 	     (a)
Subject to the satisfaction or waiver of the conditions set forth in Articles IV
and V, the subscription for and issuance of the Purchased Shares shall take  place at
Cogenco’s principal offices (or as Cogenco may otherwise  designate), or at such
other time and place as the parties shall agree (the  “Closing”).







	 	     (b)
Payment.  At the Closing, Genesis will provide Cogenco with evidence reasonably
satisfactory to Cogenco that the Helix Stock has been deposited for the account  of
Cogenco in the designated account.
















	 	     (c)
Delivery. On receipt of payment of the Purchase Price, Cogenco will  prepare a
stock certificate in the name of Genesis for the total number of  shares purchased and
shall deliver the certificate to Genesis on or after the  Closing.








ARTICLE
II




REPRESENTATIONS
AND WARRANTIES OF COGENCO



     Cogenco
represents and warrants to Genesis as follows:



	 	     2.1  Corporate
Existence and Power. Cogenco (a) is a corporation duly  organized, validly
existing and in good standing under the laws of the  jurisdiction of its incorporation;
(b) has all requisite power and  authority to own and operate its property, to lease
the property it operates as  lessee and to conduct the business in which it is currently,
or is proposed to  be, engaged; (c) is not qualified as a foreign corporation in any
other  state, and (d) has the corporate power and authority to execute, deliver and
perform its obligations under this Agreement. Cogenco has no Subsidiaries.







	 	     2.2  Authorization;
No Contravention. The execution, delivery and performance  by Cogenco of this
Agreement and the transactions contemplated hereby and  thereby (including, without
limitation, the agreements with the Other  Purchasers) (a) have been duly authorized
by all necessary corporate  action; (b) do not contravene the terms of the Articles
of Incorporation or  the By-laws; (c) do not violate, conflict with or result in any
breach,  default or contravention of (or with due notice or lapse of time or both result
in any breach, default or contravention of), or the creation of any Lien under,  any
Contractual Obligation of Cogenco or any Requirement of Law applicable to  Cogenco; (d)
do not give rise to any right of another party thereto to  accelerate, terminate or
otherwise modify any Contractual Obligation and  (e) do not violate any judgment,
injunction, writ, award, decree or order  of any nature (collectively, “Orders”)
of any Governmental Authority  against, or binding upon, Cogenco.







	 	     2.3  Governmental
Authorization; Third Party Consents. Except for compliance  with securities laws in
connection with the offer and sale of the Purchased  Shares, no approval, consent,
compliance, exemption, authorization,  confirmation, transfer or other action by, or
notice to, or filing with, any  Governmental Authority or any other Person, and no lapse
of a waiting period  under a Requirement of Law, is necessary or required in connection
with the  execution, delivery or performance (including, without limitation, the sale,
issuance and delivery of the Purchased Shares) by, or enforcement against,  Cogenco of
this Agreement and the other Transaction Documents or the  transactions contemplated
hereby and thereby.







	 	     2.4  Binding
Effect. This Agreement and each of the other Transaction  Documents has been duly
executed and delivered by Cogenco, and constitutes the  legal, valid and binding
obligations of each such entity, enforceable against it  in accordance with their terms,
except as enforceability may be limited by  applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or  transfer, moratorium or similar laws affecting
the enforcement of  creditors’ rights generally and by general principles of equity
relating to  enforceability (regardless of whether considered in a proceeding at law or
in  equity).







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	 	     2.5  Litigation.
There are no actions, suits, proceedings, claims, complaints,  disputes, arbitrations or
investigations (collectively,  “Claims”) pending or, to the Knowledge of
Cogenco, threatened,  at law, in equity, in arbitration or before any Governmental
Authority against  or involving Cogenco nor to the Knowledge of Cogenco is there any
basis for any  of the foregoing. The foregoing includes, without limitation, Claims
pending or,  to the Knowledge of Cogenco, threatened or any basis therefor known by
Cogenco  involving the prior employment of any employee of Cogenco, their use in
connection with the business of such entity of any information or techniques  allegedly
proprietary to any of their former employers or their obligations  under any agreements
with prior employers. No Order has been issued by any court  or other Governmental
Authority against Cogenco or any of Cogenco’s assets,  including any Order
purporting to enjoin or restrain the execution, delivery or  performance of this
Agreement or any of the other Transaction Documents.







	 	     2.6  Compliance
with Laws.







	 	     (a)
Except as provided herein or in the Disclosure Documents, Cogenco is in  compliance with
all Requirements of Law and all Orders issued by any court or  Governmental Authority
against or affecting such entity or its assets. To  Cogenco’s Knowledge, there is no
existing or proposed Requirement of Law  which could reasonably be expected to prohibit
or restrict Cogenco from, or  otherwise materially adversely effect Cogenco in,
conducting its Business in any  jurisdiction in which it now conducts or proposes to
conduct its Business. The  only potential exception is compliance with the requirements
of the Investment  Company Act of 1940 which is potentially applicable to Cogenco should
it, as a  result of this transaction or otherwise, be characterized as an investment
company under that act.







	 	     (b)
Cogenco has all material licenses, permits, registrations and approvals of any
Governmental Authority (collectively, “Permits”) that are  necessary or
required for the conduct of the Business; Cogenco holds or will  acquire such Permits and
have made or will make all filings necessary for the  conduct of their Business; such
Permits as have been obtained are in full force  and effect; and no material violations
or notices of any violations or  deficiencies are or have been received or recorded in
respect of any Permit.







	 	     (c)
No  material expenditure is presently required by Cogenco to comply with any  existing
Requirement of Law or Order.







	 	     2.7  Capitalization.







	 	     (a)
As  of December 31, 2006, the authorized capital shares of Cogenco is as set forth  in
Cogenco’s Form 10-QSB for the quarter ended December 31, 2006, as filed  with the
Securities and Exchange Commission.







	 	     (b)
There are no options, warrants, conversion privileges, subscription or purchase  rights
(including any preemptive rights) or other rights outstanding to purchase  or otherwise
acquire (i) any authorized but unissued, unauthorized or  treasury shares of
Cogenco, (ii) any Share Equivalents or (iii) other  securities of Cogenco, and
there are no commitments, contracts, agreements,  arrangements or understandings by
Cogenco to issue any shares of Cogenco or any  Share Equivalents or other securities of
Cogenco.







	 	     (c)
The Purchased Shares will, as of the Closing, have been duly authorized, and  when issued
and sold to Genesis after payment therefor, will be validly issued,  fully paid and
non-assessable and not subject to any preemptive or similar  rights, will be issued in
compliance with the registration and qualification  requirements of all applicable
securities laws and will be free and clear of all  other Liens. All of the issued and
outstanding shares of Common Shares are duly  authorized, validly issued, fully paid and
non-assessable.







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	 	     2.8  No
Default or Breach; Contractual Obligations. Except with respect to its  contractual
relationships with DMI Biosciences, Inc. which are described in the  Disclosure
Documents, Cogenco has not received notice of a default and no such  entity is in default
under, or with respect to, any Contractual Obligation nor  does any condition exist that
with notice or lapse of time or both would  constitute a default or cause the
acceleration of any of the obligations of any  such entity thereunder.







	 	     2.9  Real
Estate. Cogenco does not own any real property. Cogenco leases  certain office space
at its principal place of business from an unaffiliated  party.







	 	     2.10  Charter
Documents and Corporate Records. Cogenco has offered to provide  to Genesis true and
complete copies of the Articles of Incorporation and Bylaws  of Cogenco as in effect on
the date hereof (which documents are also filed with  the Securities and Exchange
Commission). The minute books, or comparable  records, of Cogenco are also available to
Genesis at its request and contain  true and complete records of all meetings and
resolutions of the Board of  Directors (and any committee thereof) and shareholders of
such entities since  the time of organization of such entities and accurately reflect all
transactions referred to in such minutes and consents in lieu of meeting.







	 	     2.11  Financial
Statements. Cogenco’s Disclosure Documents set forth  financial statements as
described therein.







	 	     2.12  Taxes.







	 	     (a)  Cogenco
has paid all Taxes which have come due and are required to be paid by it through  the
date hereof, other than Taxes being disputed in good faith for which  adequate reserves
have been specifically made on the most recent balance sheet  delivered to Genesis;







	 	     (b) Cogenco
has timely filed or caused to be filed Tax Returns that it is required to have  filed,
and all such Tax Returns and other filings are accurate and complete in  all material
respects;







	 	     (c) with
respect to all Tax Returns of Cogenco, (i) there is no assessment or  reassessment
proposed or, to the Knowledge of Cogenco, threatened against  Cogenco other than
assessment in the normal course of filing of Cogenco and  (ii) no audit is in
progress with respect to any Tax Returns and Cogenco  has never been subject to any such
audit, no extension of time is in force with  respect to any date on which any Tax Return
was or is to be filed and no waiver  or agreement is in force for the extension of time
for the assessment or payment  of any Tax;







	 	     (d)
there are no Liens for Taxes on the assets of Cogenco;







	 	     (e) Cogenco
has no liability for Taxes of any Person other than itself;







	 	     (f)
Cogenco has not been and no such entity is in violation (or with notice would be  in
violation) of any applicable Requirement of Law relating to the payment or  withholding
of Taxes;







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	 	     (g)
Cogenco has duly and timely withheld from employee, officer or director  salaries, wages,
and other compensation and paid over to the appropriate taxing  authorities all material
amounts required to be so withheld and paid over for  all periods under all applicable
laws;







	 	     (h) there
is no contract, agreement, plan or arrangement covering any Person that,  individually or
collectively, could give rise to the payment of any amount that  would not be deductible
by Cogenco; and







	 	     (i) Cogenco
will not have any liability on or after the date hereof under any Tax sharing  agreement
or similar contract to which they have been a party, and all such Tax  sharing agreements
in effect before the date hereof shall terminate and be of no  further force and effect
as of the date hereof.







	 	     2.13  No
Material Adverse Change; Ordinary Course of Business. Other than as  contemplated
herein or in the Disclosure Documents (which will be provided to  you at your request),







	 	     (a)
There has not been a Material Adverse Effect other than Cogenco’s  continuing
expenditure of funds to meet its contractual obligations and in  efforts to develop a
prototype product for demonstration,







	 	     (b)
Cogenco has not participated in any transaction material to the Condition of  Cogenco or
otherwise acted outside the ordinary course of business, including,  without limitation,
declaring or paying any dividend or declaring or making any  distribution to its
Shareholders,







	 	     (c)
Cogenco has not engaged in or authorized any related party transaction except as  set
forth in the Disclosure Document.







	 	     (d)
Cogenco has not increased the compensation of any of its officers or the rate of  pay of
any of its employees,







	 	     (e)
Cogenco has not created or assumed any Lien on a material asset,







	 	     (f)
Cogenco  has not entered into any Contractual Obligation, other than in the ordinary
course of business or as contemplated by this Agreement, and







     (f)
There has not occurred a material change in the accounting principles or
practice of Cogenco.



	 	     2.14  Private
Offering. No form of general solicitation or general advertising  was used by Cogenco
or representatives of Cogenco in connection with the offer  or sale of the Purchased
Shares or any shares offered to or purchased by the  Other Purchasers. No registration of
the Purchased Shares or filing of a  prospectus in connection therewith, pursuant to the
provisions of the Securities  Act, applicable rules of the Commission, any other foreign
securities laws or  any state securities or “blue sky” laws, will be required
by the  offer, sale or issuance of the Purchased Shares or any shares offered to or
purchased by the Other Purchasers. Cogenco agrees that neither it, nor anyone  acting on
its behalf, shall offer to sell the Purchased Shares or any other  securities of Cogenco
so as to require the registration of the Purchased Shares  or filing of a prospectus in
connection therewith, pursuant to the provisions of  the Securities Act, applicable rules
and instruments of the Commission, or any  state securities or “blue sky” laws.







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	 	     2.15  Employee
Benefit Plans. Cogenco has not adopted any retirement,  pension, supplemental
pension, savings, retirement savings, retiring allowance,  bonus, profit sharing, stock
purchase, phantom stock, share appreciation rights,  deferred compensation, severance or
termination pay, change of control, life  insurance, medical, hospital, dental care,
vision care, drug, sick leave, short  term or long term disability, salary continuation,
unemployment benefits,  vacation, incentive, compensation or other employee benefit plan,
program,  arrangement, policy or practice whether written or oral, formal or informal,
funded or unfunded, registered or unregistered, insured or self-insured that is
maintained or otherwise contributed to, or required to be contributed to, by or  on
behalf of Cogenco for the benefit of current or former employees, directors,  officers,
shareholders, independent contractors or agents of Cogenco. Cogenco  may, in the future
adopt health insurance and other insurance and employee  benefit plans.







	 	     2.16  Insurance.
Cogenco has no insurance policies held by or on behalf of  Cogenco.







	 	     2.17  Environmental
Matters. Cogenco is in full compliance with all applicable  Environmental Laws and,
without limiting the foregoing, has not caused or  permitted the release of a contaminant
into the environment except in full  compliance with Environmental Laws and all permits
or authorizations required  pursuant to Environmental Laws have been obtained, are valid
and in full force.  There is no civil, criminal or administrative judgment, action, suit,
demand,  claim, hearing, notice or violation, investigation, proceeding or demand letter
pending or, to the Knowledge of Cogenco, threatened against Cogenco pursuant to
Environmental Laws; and, to the Knowledge of Cogenco, there are no past or  present
events, conditions, circumstances, activities, practices, incidents,  agreements,
actions, omissions or plans which could reasonably be expected to  prevent full
compliance with, or which have given rise to or will give rise to  liability under,
Environmental Laws.







	 	     2.18  Broker’s,
Finder’s or Similar Fees. There are no brokerage  commissions, finder’s
fees or similar fees or commissions payable by  Cogenco in connection with the
transactions contemplated hereby based on any  agreement, arrangement or understanding
with Cogenco.







	 	     2.19  Disclosure.
The Disclosure Documents are accurate and complete in all  material respects as of the
dates such documents were filed with the Securities  and Exchange Commission.








ARTICLE
III




REPRESENTATIONS
AND WARRANTIES OF GENESIS



     Genesis
hereby represents and warrants to Cogenco, as follows:



	 	     3.1  Existence
and Power. Genesis (a) is duly organized and validly existing  under the laws of the
jurisdiction of its formation and (b) has the  requisite power and authority to
execute, deliver and perform its obligations  under this Agreement and to complete the
transactions herein contemplated.







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	 	     3.2  Authorization;
No Contravention. The execution, delivery and performance  by Genesis of this
Agreement and each of the other Transaction Documents to  which it is a party and the
transactions contemplated hereby and thereby,  (a) have been duly authorized by all
necessary action, (b) do not  contravene the terms of Genesis’ organizational
documents, or any amendment  thereof, and (c) do not violate, conflict with or
result in any breach or  contravention of, or the creation of any Lien under, any
Contractual Obligation  of Genesis or any Requirement of Law applicable to Genesis, and
(d) do not  violate any Orders of any Governmental Authority against, or binding upon,
Genesis.







	 	     3.3  Governmental
Authorization; Third Party Consents. No approval, consent,  compliance, exemption,
authorization or other action by, or notice to, or filing  with, any Governmental
Authority or any other Person, and no lapse of a waiting  period under any Requirement of
Law, is necessary or required in connection with  the execution, delivery or performance
(including, without limitation, the  purchase of the Purchased Shares) by, or enforcement
against, Genesis of this  Agreement and each of the other Transaction Documents to which
it is a party or  the transactions contemplated hereby and thereby.







	 	     3.4  Binding
Effect. This Agreement and each of the other Transaction  Documents to which it is a
party has been duly executed and delivered by  Genesis, and constitutes the legal, valid
and binding obligations of Genesis,  enforceable against it in accordance with its terms,
except as enforceability  may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent  conveyance or transfer, moratorium or similar laws affecting
the enforcement of  creditors’ rights generally or by equitable principles relating
to  enforceability (regardless of whether considered in a proceeding at law or in
equity).







	 	     3.5  Purchase
for Own Account. The Purchased Shares to be acquired by Genesis  pursuant to this
Agreement are being or will be acquired for its own account and  with no intention of
distributing or reselling such Purchased Shares or any part  thereof in any transaction
that would be in violation of the securities laws of  the United States of America or any
state, without prejudice, however, to the  rights of Genesis at all times to sell or
otherwise dispose of all or any part  of such Purchased Shares under an effective
registration statement under the  Securities Act, or under an exemption from such
registration available under the  Securities Act, and subject, nevertheless, to the
disposition of Genesis’s  property being at all times within its control. If Genesis
should in the future  decide to dispose of any of such Purchased Shares, Genesis
understands and  agrees that it may do so only in compliance with the Securities Act and
applicable state securities laws, as then in effect. Genesis agrees to the  imprinting,
so long as required by law, of a legend on certificates representing  all of its
Purchased Shares to the following effect:







	 	THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE  SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE  SECURITIES LAWS OF ANY
STATE. THE SECURITIES MAY NOT BE TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION FROM  THE REGISTRATION REQUIREMENTS OF SUCH
ACT AND SUCH LAWS. 







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	 	     3.6  Restricted
Securities. Genesis understands that the Purchased Shares will  not be registered at
the time of their issuance under the Securities Act for the  reason that the sale
provided for in this Agreement is exempt pursuant to  Section 4(2) of the Securities
Act and that the reliance of Cogenco on such  exemption is predicated in part on Genesis’ representations
set forth  herein.







	 	     3.7  Broker’s,
Finder’s or Similar Fees. There are no brokerage  commissions, finder’s
fees or similar fees or commissions payable by  Genesis in connection with the
transactions contemplated hereby based on any  agreement, arrangement or understanding
with Genesis or any action taken by  Genesis.







	 	     3.8  Review
of the Disclosure and Related Documents; Consultation With  Advisors. Genesis has
reviewed this Agreement, the documents, agreements,  and understandings referred to
herein relating to Cogenco and its Business, the  Disclosure Documents and the other
information provided, and Genesis has  consulted with its legal, financial, tax,
investment, and accounting advisors  regarding this Agreement, the transactions
contemplated hereby, to the extent  Genesis deemed consultation with such advisors to be
necessary or appropriate in  the circumstances. Based on his due diligence investigation,
Genesis has no  reason to believe that any of the information provided to Genesis,
including the  Disclosure, is inaccurate or incomplete in any material respect.







	 	     3.9  Accredited
and Non-U.S. Investor Status. Genesis represents and warrants  that Genesis is an
“Accredited Investor” as defined in Section  2(a)(15) of the Securities Act and
Rules 215 and 501(a) promulgated under the  Securities Act. Genesis further represents
that it is a “non-U.S.  person” as that term is defined in Regulation S adopted
by the Securities  and Exchange Commission, and further represents that by reason of
Genesis’ business or financial experience, or through the business or financial
experience of its advisor(s), Genesis has the capacity to protect its own  interest in
connection with the transaction contemplated herein.







	 	     3.10  Acknowledgement
of Risk. Genesis represents and warrants that Genesis  understands that an investment in
Cogenco constitutes one of significant  risk, and Genesis risks losing his, her,
or its entire investment.  Cogenco cannot offer any assurance that Genesis will
be able to recover any  portion of its investment. The risks that impact Cogenco
include (but  are not limited to) those that are set forth in the Disclosure
Documents, including the risks that Cogenco has inadequate working capital, that
Cogenco has failed to comply with a Contractual Obligation, and that  there is no market
for shares of Cogenco common stock.







	 	     3.11  No
Insider Trading or Market Manipulation. Genesis acknowledges that it  has received
material, non-public information from Cogenco, and represents and  warrants that Genesis
will not engage in any transaction by which Genesis can be  deemed to have taken
advantage of its knowledge of material, non-public  information about Cogenco, whether in
the public market or in a private  transaction and whether it occurs in the United States
or elsewhere, and Genesis  will not encourage any other person to do so.







	 	     3.12
Anti-Money Laundering. Genesis represents and warrants that all purchase  payments
to Cogenco pursuant to this Agreement will be originated directly from  a bank or
brokerage account in the name of Genesis. Genesis represents and  warrants that
acceptance of these payment remittances by Cogenco will not breach  any applicable rules
and regulations designed to avoid money laundering.







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ARTICLE
IV




CONDITIONS
TO THE
OBLIGATION OF
GENESIS TO CLOSE



     The
obligation of Genesis to purchase the Purchased Shares, to pay the purchase
price therefor and to perform any obligations hereunder shall be subject to the
satisfaction as determined by, or waiver by, Genesis of the following conditions
on or before the date of the Closing.



	 	     4.1  Representation
and Warranties. The representations and warranties of  Cogenco contained in Article
II hereof shall be true and correct in all material  respects (except for any such
representations and warranties which are qualified  by their terms by a reference to
materiality or Material Adverse Effect, which  representation as so qualified shall be
true and correct in all respects) at and  on the date of the Closing as if made at and on
such date.







	 	     4.2  Compliance
with this Agreement. Cogenco shall have performed and complied  in all material
respects with all of its agreements set forth herein that are  required to be performed
by any of the foregoing on or before the date of the  Closing.







	 	     4.3  Purchased
Shares. Cogenco shall have delivered to Genesis or at  Genesis’ direction
certificates in definitive form representing the  Purchased Shares, registered in the
name of Genesis (which delivery may be made  after the Closing).







	 	     4.4  Good
Standing. Cogenco shall be in good standing in the state of  Colorado.







	 	     4.5  Consents
and Approvals. All necessary consents, exemptions,  authorizations, or other actions
by, or notice to, or filings with, Governmental  Authorities and other Persons in respect
of all Requirements of Law shall have  been obtained and be in full force and effect, and
no condition or action shall  have been imposed or threatened in connection with
obtaining such consents that  would adversely affect Cogenco or the Business.







	 	     4.6  No
Injunctions. There shall be no temporary restraining order,  preliminary or permanent
injunction or other order issued by any Governmental  Authority preventing or hindering
the transactions contemplated by this  Agreement or the Transaction Documents from taking
effect.








ARTICLE
V




CONDITIONS
TO THE OBLIGATION
OF
COGENCO TO CLOSE



     The
obligation of Cogenco to issue and sell the Purchased Shares and the obligation
of Cogenco to perform its other obligations hereunder shall be subject to the
satisfaction as determined by, or waiver by, Cogenco of the following conditions
on or before the date of Closing:





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	 	     5.1  Representations
and Warranties. Genesis’ representations and  warranties contained in Article
III hereof shall be true and correct in all  material respects (except for any such
representations and warranties which are  qualified by their terms by a reference to
materiality or Material Adverse  Effect, which representation as so qualified shall be
true and correct in all  respects) at and on the date of Closing as if made at and on
such date.







	 	     5.2  Payment
of Purchase Price. Genesis shall have delivered the aggregate  purchase price to
Cogenco for the Purchased Shares to be purchased by Genesis.







	 	     5.3  No
Injunctions. There shall be no temporary restraining order,  preliminary or permanent
injunction or other order issued by any Governmental  Authority preventing or hindering
the transactions contemplated by this  Agreement or the Transaction Documents from taking
effect.








ARTICLE
VI




AFFIRMATIVE
COVENANTS



     Cogenco
hereby covenants and agrees with Genesis as follows:



	 	     6.1  Preservation
of Existence. Cogenco shall:







	 	     (a)
preserve and maintain in full force and effect its existence and good standing  under the
laws of its jurisdiction of formation or organization;







	 	     (b)
preserve and maintain in full force and effect all material rights, privileges,
qualifications, applications, licenses and franchises necessary in the normal  conduct of
its business;







	 	     (c)
conduct the Business in the ordinary course in accordance with sound business  practices,
keep its properties in good working order and condition (normal wear  and tear excepted),
and from time to time make all needed repairs to, renewals  of or replacements of its
properties so that the efficiency of its business  operation shall be reasonably
maintained and preserved;







	 	     (d)
comply with all Requirements of Law and with the directions of any Governmental
Authority having jurisdiction over such entity or its business or property; and







	 	     (e)
file or cause to be filed in a timely manner all reports, applications,  estimates and
licenses that shall be required by a Governmental Authority.







	 	     6.2  Books
and Records. Cogenco shall keep proper books of record and account,  in which full
and correct entries shall be made of all financial transactions  and the assets and
business of Cogenco.







	 	     6.3  Consents.
Cogenco shall use its reasonable best efforts to obtain all  consents and approvals
required in connection with the transactions contemplated  by this Agreement and the
Transactions Documents.







10 












	 	     6.4  Provision
of Information. For the avoidance of doubt, no information  provided by Cogenco to
Genesis under this Article VI or otherwise shall limit or  otherwise affect in any way
the rights and remedies of Genesis under this  Agreement, including, without limitation,
the right of Genesis to rely on any  conditions to the obligation of Genesis to close
pursuant to Article IV of this  Agreement.








ARTICLE
VII




DEFINITIONS



	 	     7.1  Definitions.
As used in this Agreement, and unless the context requires a  different meaning, the
following terms have the meanings indicated:







	 	     “Agreement” means
this agreement as the same may be amended, supplemented or modified in  accordance with
the terms hereof.







	 	     “Articles
of Incorporation” means the Articles of Incorporation of Cogenco in  effect on
the date hereof, as the same may be amended from time to time, which  are available upon
request.







	 	     “Board
of Directors” means the Board of Directors of Cogenco as described in  the
Disclosure Documents.







	 	     “Business” means
the business of Cogenco as it currently exists.







	 	     “Business
Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in the State of Colorado are authorized or required by law or  executive
order to close.







	 	     “By-laws” means
the by-laws of Cogenco in effect on the date hereof, as the same may be  amended from
time to time.







	 	     “Claims” has
the meaning set forth in Section 2.5.







	 	     “Closing” has
the meaning set forth in Section 1.3.







	 	     “Code” means
the Internal Revenue Code of 1986, as amended, or any successor statute  thereto.







	 	     “Commission” means
the United States Securities and Exchange Commission or any similar agency  then having
jurisdiction to enforce the Securities Act.







	 	     “Common
Shares” has the meaning set forth in the recitals to this Agreement.







	 	     “Condition
of Cogenco” means the assets, business, properties, prospects,  operations or
condition (financial or otherwise) of Cogenco, taken as a whole.







	 	     “Contingent
Obligation” means, as applied to any Person, any direct or indirect  liability
of that Person with respect to any Indebtedness, lease, dividend,  guaranty, letter of
credit or other obligation, contractual or otherwise (the  “primary obligation”)
of another Person (the “primary  obligor”), whether or not contingent,
(a) to purchase, repurchase  or otherwise acquire such primary obligations or any
property constituting  direct or indirect security therefor, (b) to advance or
provide funds  (i) for the payment or discharge of any such primary obligation, or
(ii) to maintain working capital or equity capital of the primary obligor  or
otherwise to maintain the net worth or solvency or any balance sheet item,  level of
income or financial condition of the primary obligor, (c) to  purchase property,
securities or services primarily for the purpose of assuring  the owner of any such
primary obligation of the ability of the primary obligor  to make payment of such primary
obligation, or (d) otherwise to assure or  hold harmless the owner of any such
primary obligation against loss or failure  or inability to perform in respect thereof.
The amount of any Contingent  Obligation shall be deemed to be an amount equal to the
stated or determinable  amount of the primary obligation in respect of which such
Contingent Obligation  is made or, if not stated or determinable, the maximum reasonably
anticipated  liability in respect thereof.







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	 	     “Contractual
Obligations” means, as to any Person, any provision of any security  issued by
such Person or of any agreement, undertaking, contract, indenture,  mortgage, deed of
trust or other instrument to which such Person is a party or  by which it or any of its
property is bound.







	 	     “Disclosure
Documents” means this agreement and the reports that Cogenco has filed  with the
Securities and Exchange Commission under the Securities Exchange Act of  1934, and all
exhibits thereto.







	 	     “Dollars” or
“$” means United States dollars.







	 	     “Environmental
Laws” means domestic or foreign federal, provincial or state statutes  or
regulations, municipal or local by-laws or regulations, decrees, obligations  or
liabilities pursuant to common or civil laws, as well as orders, judgments or
injunctions, administrative policies or codes relating to the environment or to  public
or worker health and safety.







	 	     “Exchange
Act” means the United States Securities Exchange Act of 1934, as  amended,
and the rules and regulations of the Commission thereunder.







	 	     “GAAP” means
generally accepted accounting principles in the United States in effect  from time to
time.







	 	     “Governmental
Authority” means the government of any nation, state, province, city,  locality
or other political subdivision thereof, any entity exercising  executive, legislative,
judicial, regulatory or administrative functions of or  pertaining to government, and any
corporation or other entity owned or  controlled, through shares or capital ownership or
otherwise, by any of the  foregoing.







	 	     “Indebtedness” means,
as to any Person, (a) all obligations of such Person for borrowed  money (including,
without limitation, reimbursement and all other obligations  with respect to surety
bonds, letters of credit and bankers’ acceptances,  whether or not matured), (b) all
obligations of such Person to pay the  deferred purchase price of property or services,
except trade accounts payable  and accrued commercial or trade liabilities arising in the
ordinary course of  business and not more than [90] days past due, (c) all interest
rate and  currency swaps, caps, collars and similar agreements or hedging devices under
which payments are obligated to be made by such Person, whether periodically or  upon the
happening of a contingency, (d) all indebtedness created or  arising under any
conditional sale or other title retention agreement with  respect to property acquired by
such Person (even though the rights and remedies  of the seller or lender under such
agreement in the event of default are limited  to repossession or sale of such property),
(e) all obligations of such  Person under leases which have been or should be, in
accordance with GAAP,  recorded as capital leases, (f) all indebtedness secured by
any Lien (other  than Liens in favor of lessors under leases other than leases included
in clause  (e)) on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person  or is
non-recourse to the credit of that Person, and (g) all Contingent  Obligations of
such Person.







12 













	 	     “Knowledge
of Cogenco” means the reasonable or actual knowledge, after due  inquiry, of (a)
the officers and directors of Cogenco and (b) any employee of  Cogenco who has
supervisory and managerial authority or specific knowledge with  respect to a specific
aspect of the Business (provided that such employee shall  only be deemed to have “Knowledge” with
respect such specific aspect  of the Business for purposes of this Agreement).







	 	     “Liabilities” has
the meaning set forth in Section 2.18.







	 	     “Lien” means
any mortgage, deed of trust, pledge, hypothecation, assignment,  encumbrance, lien
(statutory or other) or preference, priority, right or other  security interest or
preferential arrangement of any kind or nature whatsoever  (excluding preferred shares
and equity related preferences).







	 	     “Material
Adverse Effect” means a material adverse change in or effect upon (a)  the
Condition of Cogenco or (b) the ability of Cogenco to perform its  obligations hereunder
and under the other Transaction Documents.







	 	     “Orders” has
the meaning set forth in Section 2.2.







	 	     “Permits” has
the meaning set forth in Section 2.6.







	 	     “Person” means
any individual, firm, corporation, partnership, trust, incorporated or  unincorporated
association, joint venture, joint stock company, limited  liability company, Governmental
Authority or other entity of any kind, and shall  include any successor (by merger or
otherwise) of such entity.







	 	     “Purchased
Shares” has the meaning set forth in the Recitals and in  Section 1.1.







	 	     “Purchaser” has
the meaning set forth in the preamble to this Agreement.







	 	     “Requirements
of Law” means, as to any Person, any law, statute, treaty, rule,  regulation,
right, privilege, qualification, license or franchise or  determination of an arbitrator
or a court or other Governmental Authority or  stock exchange, in each case applicable or
binding upon such Person or any of  its property or to which such Person or any of its
property is subject or  pertaining to any or all of the transactions contemplated or
referred to herein.







	 	     “Securities
Act” means the United States Securities Act of 1933, as amended,  and the
rules and regulations of the Commission thereunder.







	 	     “Share
Equivalents” means any security or obligation which is by its terms  convertible
into or exchangeable or exercisable for Common Shares or other  capital shares of
Cogenco, including, without limitation any option, warrant or  other subscription or
purchase right with respect to the Common Shares or such  other capital shares.







13 












	 	     “Tax” or,
collectively, “Taxes,” means any and all federal, local and  foreign
taxes, assessments and other governmental charges, duties, impositions  and liabilities,
including taxes based upon or measured by gross receipts,  income, taxable income,
profits, sales, use and occupation, and value added,  ad valorem, employer
health, capital gains, transfer, franchise,  withholding, payroll, deductions at source,
recapture, employment, excise,  capital, lease, service, license, severance, stamp,
occupation, premium,  environmental, windfall profit and property taxes, customs, duties
and other  taxes, governmental fees and other like assessments or charges of any kind
whatsoever, together with all interest, penalties and additions imposed with  respect to
such amounts and any obligations under any agreements or arrangements  with any other
Person with respect to such amounts and including any liability  for taxes of a
predecessor entity.







	 	     “Tax
Returns” means all returns, declarations, reports, claims for refund,
information statements and other documents relating to Taxes, including all  schedules
and attachments thereto, and including all amendments thereof, and the  term “Tax
Return” means any one of them.







	 	     “Transaction
Documents” means, collectively, this Agreement and the other documents  to be
executed or delivered to complete the transactions contemplated hereunder.







	 	     “Unaudited
Financial Statements” has the meaning set forth in Section 2.11.








ARTICLE
VIII




MISCELLANEOUS



	 	     8.1  Survival
of Representations, Warranties and Covenants.







	 	     (a)
All representations, warranties and covenants made by Cogenco in or pursuant to  this
Agreement shall be considered to have been relied upon by Genesis. All of  the
representations, warranties and covenants made herein shall survive the  execution and
delivery of this Agreement (regardless of any investigation made  by Genesis or on their
behalf) for a period of three years from the Closing  Date.







	 	     (b)
All representations, warranties and covenants made by Genesis in or pursuant to  this
Agreement shall be considered to have been relied upon by Cogenco. All of  the
representations, warranties and covenants made herein shall survive the  execution and
delivery of this Agreement (regardless of any investigation made  by Cogenco or on their
behalf) for a period of three years from the Closing  Date. This includes, without
limitation, Genesis’ obligation set forth in  Section 1.2 hereof.







	 	     8.2  Notices.
All notices, demands and other communications provided for or  permitted hereunder shall
be made in writing and shall be by registered or  certified first-class mail, return
receipt requested, telecopier, courier  service or personal delivery:







14 













	(a) 	 	 if
to Cogenco: 







	 	Cogenco
International, Inc.6400 S. Fiddlers Green Cir., Suite 1840  
Greenwood Village, CO 80111 







	(b) 	 	if
to Genesis: 







	 	Genesis
Investment  Funds,  Ltd.,  Administrator’s  European  Representative  Office,
Pflugstrasse 28, P.O. Box 1143, FL-9490, Vaduz, Lichtenstein 







     All
such notices, demands and other communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; five Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
mechanically acknowledged, if delivered by facsimile or electronic mail. Any
party may by notice given in accordance with this Section 8.2 designate
another address or Person for receipt of notices hereunder.



	 	     8.3  Successors
and Assigns; Third Party Beneficiaries. This Agreement shall  inure to the benefit of
and be binding upon the successors and permitted assigns  of the parties hereto. No
Person other than the parties hereto and their  successors and permitted assigns is
intended to be a beneficiary of this  Agreement.







	 	     8.4  Amendment
and Waiver.







	 	     (a)
No  failure or delay on the part of the parties hereto in exercising any right,  power or
remedy hereunder shall operate as a waiver thereof, nor shall any  single or partial
exercise of any such right, power or remedy preclude any other  or further exercise
thereof or the exercise of any other right, power or remedy.  The remedies provided for
herein are cumulative and are not exclusive of any  remedies that may be available to the
parties hereto at law, in equity or  otherwise.







	 	     (b)
Any amendment, supplement or modification of or to any provision of this  Agreement, any
waiver of any provision of this Agreement, and any consent to any  departure by Cogenco
or Genesis from the terms of any provision of this  Agreement, shall be effective (i) only
if it is made or given in writing  and signed by Cogenco and Genesis purchasing a
majority of the Purchased Shares,  and (ii) only in the specific instance and for
the specific purpose for  which made or given. Except where notice is specifically
required by this  Agreement, no notice to or demand on the parties hereto in any case
shall  entitle the parties hereto to any other or further notice or demand in similar  or
other circumstances.







	 	     8.5  Counterparts.
This Agreement may be executed in any number of  counterparts and by the parties hereto
in separate counterparts, each of which  when so executed shall be deemed to be an
original and all of which taken  together shall constitute one and the same agreement.







	 	     8.6  Headings.
The headings in this Agreement are for convenience of reference  only and shall not limit
or otherwise affect the meaning hereof.







	 	     8.7  GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE WITH THE LAWS
OF COLORADO WITHOUT REGARD TO THE PRINCIPLES OF  CONFLICTS OF LAW THEREOF.







15 












	 	     8.8  Jurisdiction.
Each party to this Agreement hereby irrevocably agrees that  any legal action or
proceeding arising out of or relating to this Agreement or  any agreements or
transactions contemplated hereby shall be brought only in the  federal courts of District
of Colorado and hereby expressly submits to the  personal jurisdiction and venue of such
courts for the purposes thereof and  expressly waives any claim of improper venue and any
claim that such courts are  an inconvenient forum. Each party hereby irrevocably consents
to the service of  process of any of the aforementioned courts in any such suit, action
or  proceeding by the mailing of copies thereof by registered or certified mail,  postage
prepaid, to the address set forth in Section 8.2, such service to  become effective
10 days after such mailing.







	 	     8.9  Severability.
If any one or more of the provisions contained herein, or  the application thereof in any
circumstance, is held invalid, illegal or  unenforceable in any respect for any reason,
the validity, legality and  enforceability of any such provision in every other respect
and of the remaining  provisions hereof shall not be in any way impaired, unless the
provisions held  invalid, illegal or unenforceable shall substantially impair the
benefits of the  remaining provisions hereof.







	 	     8.10  Rules
of Construction. Unless the context otherwise requires, references  to sections or
subsections refer to sections or subsections of this Agreement.







	 	     8.11  Entire
Agreement. This Agreement, together with the exhibits and  schedules hereto, and the
other Transaction Documents are intended by the  parties as a final expression of their
agreement and intended to be a complete  and exclusive statement of the agreement and
understanding of the parties hereto  in respect of the subject matter contained herein
and therein. There are no  restrictions, promises, representations, warranties or
undertakings, other than  those set forth or referred to herein or therein. This
Agreement, together with  the exhibits and schedules hereto, and the other Transaction
Documents supersede  all prior agreements and understandings between the parties with
respect to such  subject matter.







	 	     8.12  Fees.
Each of the parties to this Agreement will pay its own costs,  expenses, and fees
(including, without limitation, legal fees) incurred by such  party in connection with
the transactions contemplated by this Agreement.







	 	     8.13  Publicity;
Confidentiality. Except as may be required by applicable  Requirements of Law, none
of the parties hereto shall issue a publicity release  or public announcement or
otherwise make any disclosure concerning this  Agreement, the transactions contemplated
hereby or Genesis, without prior  approval by the other parties hereto; provided,
however, that  nothing in this Agreement shall restrict Cogenco from making
disclosure required  by the federal securities laws including (without limitation)
appropriate  disclosures required by Item 7.01 of Regulation S-K, as such disclosure is
incorporated into Forms 8-K and 10-Q.







	 	     8.14  Further
Assurances. Each of the parties shall execute such documents and  perform such
further acts (including, without limitation, obtaining any  consents, exemptions,
authorizations or other actions by, or giving any notices  to, or making any filings
with, any Governmental Authority or any other Person)  as may be reasonably required or
desirable to carry out or to perform the  provisions of this Agreement.







16 












     IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed,
this Agreement on the date first written above.




	 	COGENCO
INTERNATIONAL, INC. 







	 	By:

David W. Brenman, President 








PURCHASER:
Genesis Investment Funds Ltd. 
 By:



	 	--------------------------------------------

Genesis Capital Management  
Petrus. H. Jacobs  
Title: Fund Manager  
Administrator’s
European Representative Office,  
Pflugstrasse 28, P.O. Box 1143,  
FL-9490, Vaduz,
Lichtenstein  
Telephone:  423-237-4623  
Facsimile:  423-237-4621  
E-mail:
peter.jacobs@genesis.vc









17