SALE AND PURCHASE AGREEMENT

      This Agreement  ("Agreement") is entered this 15th day of March,  2007, by
and between BRITISH COLUMBIA  DISCOVERY  VOYAGES INC., and T. JONES  ENTERPRISES
INC., and TREVOR JONES,  (hereinafter  called the "Sellers"),  and MARINE GROWTH
CANADA LTD. (herein after called the "Buyer").

      WHEREAS,  the  registered  owner of the motor vessel,  Pacific Aurora (the
"Pacific  Aurora") is British  Columbia  Discovery  Voyages Inc. with registered
offices on the 18th floor, 401 W. Georgia Street, Vancouver, B.C. V6B 5A1; and

      WHEREAS,  T. JONES ENTERPRISES  INC., having a registered  address of 18th
floor, 401 W. Georgia Street,  Vancouver, B.C. V6B 5A1, has registered mortgages
dated  February  28,  2002,  and  June  26,  2002  and is now the  mortgagee  in
possession  of the  Pacific  Aurora and the owner of all issued and  outstanding
shares of British Columbia Discovery Voyages, Inc.; and

      WHEREAS,   TREVOR   JONES  has   agreed   to   personally   guaranty   the
representations contained herein in his individual capacity ; and

      WHEREAS,  T. JONES  ENTERPRISES  INC.,  as mortgagee in  possession of the
Pacific Aurora described in paragraph 1 below desires to sell 100% of the right,
interest  and  title in such  vessel on the  terms  and  conditions  hereinafter
contained,  by power of  mortgage  "G"  pursuant  to  Section  41 of the  Canada
Shipping Act, RSBC, S-9; and

      WHEREAS,  Buyer desires to purchase  such vessel on the terms  hereinafter
contained; and

      NOW THEREFORE, for and in consideration of the mutual covenants herein and
other good and valuable  consideration,  the receipt and sufficiency of which is
acknowledged by the parties, the Sellers and Buyer agree as follows:

1. Equipment Sold and Purchased. Upon the terms and conditions contained in this
Agreement, Seller agrees to sell and Buyer agrees to buy, the following Canadian
flagged vessel:

VESSEL NAME                          OFFICIAL NUMBER
-----------                          ---------------

PACIFIC AURORA                       318341, IMO Ship ID. No. 5353983

Port of Registry: Prince Rupert

AS IS,  WHERE  IS,  with all  equipment,  appurtenances,  fuel,  lubes,  spares,
rigging, apparel, furnishings and other property on board such vessel, including
without limitation all equipment, rigging and/or gear, including but not limited
to all equipment noted on Vessel survey (hereinafter  called "the Vessel").  The
Sellers  can only  remove from the  Pacific  Aurora the  property  listed in the
Addendum that is attached hereto, if any.


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<PAGE>

2. Purchase  Price.  The total  purchase  price (the  "Purchase  Price") for the
Pacific Aurora shall be ONE MILLION THREE HUNDRED FIFTY  THOUSAND  UNITED STATES
DOLLARS ($1,350,000.00 U.S.), to be paid by Buyer to Sellers in the form of cash
or a wire transfer upon receipt of all paperwork referenced herein and necessary
to complete the  transaction  and delivery of the Vessel as set forth below,  as
follows:

All amounts  referred to in this Purchase and Sale Agreement  shall be in United
States  Dollars,  unless  specifically  noted  otherwise.  The Purchase Price of
$1,350,000.00  U.S.  is based on an exchange  rate of  Canadian  dollars to U.S.
dollars being $0.850. In the event that the exchange rate of Canadian dollars to
U.S.  dollars on the Closing  Date shall be greater  than or less than $0.850 by
more than $0.0025,  then a further adjustment will be made on the Purchase Price
by the amount of such  difference in the actual exchange rate from $0.850 on the
Date of Closing.  Where  noted,  Canadian  Dollars  shall be  converted  to U.S.
Dollars  using an exchange  rate of $0.850.  All amounts to be paid as hereafter
set out, shall be paid by way of bank draft or certified cheque.

      A. Deposit.  Within one (1) business day following the  acceptance of this
      Agreement  by the  parties  hereto,  Buyer  shall pay and  deliver  to the
      Seller, T. Jones Enterprises Inc., a non-refundable  deposit of EIGHT-FIVE
      THOUSAND DOLLARS (U.S.  $85,000.00) (the "Deposit").  The Deposit shall be
      applied to the Purchase Price at Closing (defined below).

      B. At Closing,  Sellers shall pay to the Buyer the balance of the Purchase
      Price as may be adjusted herein less the amount of the Deposit.

      C. Closing. The Closing date (the "Closing Date") shall be March 23, 2007.
      If additional time is required $7,000 U.S. will extend the closing date to
      March 30, 2007.

3. Conditions and Obligations.

A. Buyer's  obligation to purchase the Vessel is conditioned upon fulfillment of
the following conditions, and no others:

      (i) The Vessel shall be  delivered  at the location in Greater  Vancouver,
      British Columbia.

      (ii) There shall exist no liens or encumbrances against the Vessel, except
      any created by,  through or under Buyer;  and Sellers shall have delivered
      to Buyer two (2) original  executed  Bills of Sale,  Canada  Shipping Act;
      Form 6.

      (iii) Sellers shall provide:

            (a)   a certified copy of the Vessel's Abstract of Title or Registry
                  showing  no  liens  or  encumbrances  or  equivalent  Canadian
                  federal shipping registration;

            (b)   a warranty of title executed by Sellers  showing that all crew
                  wages up to the time of Closing  have been paid,  there are no
                  outstanding  liens of encumbrances  and that Sellers have full
                  right and  authority  to convey the Vessel,  and that  Sellers
                  warrant  they  will  take  any and all  further  action  after
                  Closing to vest good and marketable title in Buyer's name;


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<PAGE>

            (c)   corporate  resolution  authorizing  Sellers  to enter into the
                  transaction contemplated herein; and

            (d)   all  manuals,  plans,  schematics,   original  Certificate  of
                  Registry and other ship's papers.

B.  Seller's  obligation  to sell the Vessel is subject  to  fulfillment  of the
following conditions and no others:

      Seller  shall have  received  the  Purchase  Price in the form and process
      described in paragraph 2.

C. The Buyer  has a copy of the  estimate  of work for the  Vessel to be done by
Allied  Shipbuilders  and agrees to be fully  responsible  for all such work and
payment therefor.

D.  The  Sellers  will  be  fully  responsible  for the  payment  of any and all
commissions or fees or other amounts which may be payable to any broker or agent
involved  in the sale of the Vessel as  provided  herein,  and shall  advise the
Buyer of the amount  paid or  payable by the Seller to such  broker or agent and
provide  evidence of such liability and payment.  The Sellers agree to indemnify
and hold  harmless  the Buyer from and against  any and all any  claims,  suits,
proceedings,  demands, actions judgements,  orders, interest, payments, damages,
and liens whenever and however caused or incurred and which are related directly
or indirectly, incurred, sustained, or suffered by or asserted against the Buyer
and/or the Vessel  relating  to,  arising out of,  resulting  from or in any way
connected  with the payment of commissions or fees or other amounts which may be
payable to any broker or agent involved in the sale of the Vessel.

4. Condition; Delivery and Acceptance.

Subject to the  conditions  set forth  above,  the Vessel  shall be delivered to
Buyer at the location set forth in paragraph  3(A)(i),  on or before the Closing
Date.

5. Covenants.

A. COVENANTS
SELLERS  WARRANT  THAT THE VESSEL IS OWNED BY SELLERS AND IS SOLD FREE AND CLEAR
OF ALL MORTGAGES,  LIENS, CLAIMS, DEBTS AND ENCUMBRANCES WHATSOEVER;  SHOULD ANY
LIENS,  CLAIMS OR  ENCUMBRANCES  ON THE VESSEL,  WHICH HAVE BEEN  INCURRED,  BY,
THROUGH OR UNDER  SELLERS  PRIOR TO THE TIME OF CLOSING BE ASSERTED  AGAINST THE
VESSEL,  SELLERS AGREE TO INDEMNIFY BUYER FROM ANY EXPENSE OR LIABILITY INCURRED
BY BUYER TO HAVE SUCH CLAIM OR ENCUMBRANCE REMOVED,  INCLUDING,  BUT NOT LIMITED
TO ATTORNEY'S FEES, INTEREST, LEGAL COSTS AND EXPENSES.

B. EXCLUSIONS AND WARRANTIES;
BUYER  HEREBY  MAKES A FULL  WAIVER OF WARRANTY  AS TO  CONDITION  OF THE VESSEL
(ENVIRONMENTAL  AND  OTHERWISE),  AND  ACKNOWLEDGES  AND AGREES THAT THE SALE IS
BEING MADE ON AN "AS IS, WHERE IS" BASIS.  THE ONLY WARRANTY WHICH SELLERS AGREE
TO MAKE IS A WARRANTY OF TITLE AND  WARRANTY  THAT THE VESSEL IS BEING SOLD FREE
AND CLEAR OF ALL LIENS AND  ENCUMBRANCES.  BUYER  ACKNOWLEDGES  AND AGREES  THAT
BUYER IS  RELYING  SOLELY ON ITS OWN  INSPECTION  OF THE  VESSEL  AND NOT ON ANY
WARRANTIES AND REPRESENTATIONS FROM OR ON BEHALF OF SELLERS AT ANY TIME.


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<PAGE>

C.  SELLERS  SHALL BE LIABLE  FOR  PAYMENT OF ANY AND ALL AD  VALOREM,  PROPERTY
AND/OR USE TAXES  PAYABLE WITH  RESPECT TO THE VESSEL,  PRO RATED FOR THE PERIOD
PRIOR TO THE DATE OF DELIVERY,  AND BUYER SHALL BE LIABLE FOR PAYMENT OF ANY AND
ALL AD VALOREM, PROPERTY AND/OR USE TAXES PAYABLE WITH RESPECT TO THE VESSEL PRO
RATED FOR THE PERIOD AFTER THE DATE OF DELIVERY.

The Sellers,  British Columbia Discovery Voyages Inc., Trevor Jones and T. Jones
Enterprises,  Inc. are jointly and severally responsible for the representations
and warranties set out in these clauses 5A, 5B and 5C.

6. Risk of Loss.

All risk of loss or  damage  to the  Vessel  shall be borne  solely by the Buyer
after the time of purchase  and  delivery  of the  Vessel.  Up until the time of
delivery,  all risk of loss or damages to the  Vessel  shall be borne  solely by
Sellers. Sellers shall deliver the Vessel in substantially the same condition as
when this  Purchase  and Sales  Agreement  is  executed  by Sellers or Buyer may
terminate this Agreement and receive a refund of all Deposit amounts.

7. Miscellaneous.

A.  Governing  Law.  THIS  AGREEMENT,  THE  OTHER  DOCUMENTS,   INSTRUMENTS  AND
AGREEMENTS  DELIVERED  PURSUANT  HERETO,  AND THE LEGAL  RELATIONS  BETWEEN  THE
PARTIES,  SHALL BE GOVERNED  AND  CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE
PROVINCE OF BRITISH COLUMBIA, CANADA.

B. Jurisdiction and Venue. Any suit concerning this Sale and Purchase  Agreement
must be filed a court of competent jurisdiction in British Columbia, Canada.

C. Attorney's Fees. In the event of a lawsuit between the parties regarding this
Sale and Purchase  Agreement,  the prevailing  party will be entitled to recover
its reasonable attorney's fees.

D. Parties of Interest.  All the terms and provisions of this Agreement shall be
binding  upon and inure to the benefit of, and be  enforceable  by,  Sellers and
Buyer and their respective successors and permitted assigns.

E.  Counterpart  Execution.  This Agreement may be executed in three (3) or more
counterparts,  and by facsimile or email or by any other method of  transmitting
legible signatures,  each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

F.  Survival of  Warranties.  All  representations,  warranties,  covenants  and
agreements  made by the Sellers in the agreement shall survive Closing and shall
continue in full force and effect for the benefit of the Buyer;

G. Entire  Agreement.  This  Agreement,  and all agreements  referenced  herein,
contain  the  entire   agreement   between  the  parties  with  respect  to  the
transactions contemplated hereby and supersedes all prior agreements, written or
oral, with respect to the subject matter hereof.


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<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized  representatives effective the day and year first above
written.

SELLER:                                  BRITISH COLUMBIA DISCOVERY VOYAGES INC.


                                         By: /s/ Trevor Jones
                                             -----------------------------------
                                             Name:  Trevor Jones
                                             Title: President


SELLER:                                  T. JONES ENTERPRISES INC.


                                         By: /s/ Trevor Jones
                                             -----------------------------------
                                             Name:  Trevor Jones
                                             Title: President


Witness:                                 SELLER:


                                         /s/ Trevor Jones
-----------------------------------      ---------------------------------------
Print Name:                              Trevor Jones


                                         MARINE GROWTH CANADA LTD.


BUYER:                                   By: /s/ Craig Hodgkins
                                             -----------------------------------
                                             Name:  Craig Hodgkins
                                             Title: President


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