ASSET ACQUISITION AGREEMENT


THIS AGREEMENT is made effective this _____ day of March, 2006.


BETWEEN:

                  ENVIRONMENTAL  CONTROL CORP., a company  incorporated pursuant
                  to the laws of Newfoundland and Labrador with an office
                  located at P.O.  Box 8340,  85 Kenmount  Road,  St.  John's,
                  Newfoundland, A1B 3N7;

                  (the "Vendor")

                                                              OF THE FIRST PART
AND:
                  BOSS MINERALS,  INC., a company incorporated  pursuant to the
                  laws of Nevada with an office  located at 400 - 318 Homer
                  Street, Vancouver, British Columbia, V6B 2V2;

                  (the "Purchaser")

                                                             OF THE SECOND PART

WHEREAS:

A.                    The  Vendor  is the  owner of a 100%  interest  in all the
property,   assets  and  intellectual   property  necessary  for  the  research,
development,  production  and  manufacture  of emission  control  equipment  for
combustion  engines  including,  without  limitation,  the assets  described  in
Schedule "A" hereto (collectively, the "Assets");

B.                The  Vendor  has  agreed to sell and the  Purchaser has agreed
to  purchase  the  Assets  upon the following terms and conditions; and

                  NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration
of the  premises and mutual  agreements  and  covenants  herein  contained,  the
parties hereby covenant and agree as follows:

1.                VENDOR'S REPRESENTATIONS

                  The Vendor represents and warrants to the Purchaser now and at
the closing that:

     (a)  the Vendor is a company duly incorporated under the Corporations Act
          of Newfoundland and Labrador and is duly organized, validly exists and
          is in good standing under the laws of Newfoundland and Labrador;

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     (b)  the Vendor have good and sufficient right and authority to enter into
          this Agreement on the terms and conditions herein set forth and to
          transfer the legal title and beneficial ownership of the Shares to the
          Purchaser;

     (c)  the Vendor has good and marketable title to the Assets, all of which
          are free and clear of all liens, charges and encumbrances, and all of
          which Assets are in the possession of or under the control of the
          Vendor;

     (d)  the performance of this Agreement will not be in violation of the
          Memorandum or Articles of the Vendor or any of Agreement to which any
          of the Vendor is a party and will not give any person or Vendor any
          right to terminate or cancel any agreement or any right enjoyed by the
          Vendor and will not result in the creation or imposition of any lien,
          encumbrance or restriction of any nature whatsoever in favour of a
          third party upon or against the Shares or the Vendor's assets;

     (e)  there has been no act of God, damage, destruction, loss, labour
          disruption or trouble, or other event (whether or not covered by
          insurance) materially and adversely affecting any of the Assets or the
          organization, operations, affairs, business, properties, prospects or
          financial condition or position of the Vendor's business operations;

     (f)  the Vendor holds, and shall transfer to the Purchasers on the Closing
          Date, all permits, licences, registrations and authorizations
          necessary to own and operate the Assets and carry on its business;

     (g)  the Assets constitute all of the rights, assets and properties that
          are usually and ordinarily used or held for use in connection with or
          otherwise related to the operation of the Vendor's business;

     (h)  the Vendor has not, directly or indirectly, engaged or entered into
          any transaction or incurred any liability or obligation which might
          materially and adversely affect any of the Assets or the organization,
          operations, affairs, business, properties, prospects or financial
          condition or position of the Vendor's business;

     (i)  there is no indebtedness of the Vendor that might, by operation of law
          or otherwise, now or hereafter constitute or be capable of forming an
          encumbrance upon any of the Assets;

     (j)  no action, suit, judgment, investigation, inquiry, assessment,
          reassessment, litigation, determination or administrative or other
          proceeding or arbitration before or of any court, arbitrator or
          governmental authority is in process, or pending or threatened,
          against or relating to the Vendor's business or any of the Assets and
          no state of facts exists which could constitute the basis therefor;

     (k)  the Vendor's business complies with all applicable laws, including all
          environmental, health and safety statutes and regulations;

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     (l)  there is no written, verbal or implied agreement, option,
          understanding or commitment or any right or privilege capable of
          becoming any of the same, for the purchase from the Vendor of its
          business or any of the Assets, other than purchase orders accepted by
          the Vendor in the usual and ordinary course of the operation of its
          business;

     (m)  none of the Assets is in any respect infringing the right of any
          person under or in respect of any patent, design, trade mark, trade
          name, copyright or other industrial or intellectual property; and

     (n)  except as disclosed in this Agreement, neither the Vendor nor any of
          the Shareholders has any information or knowledge of any fact relating
          to the Vendor's business, the Assets or any indebtedness of the
          business or the transactions contemplated hereby which might
          reasonably be expected to affect, materially and adversely, any of the
          Assets or the organization, operations, affairs, properties, prospects
          or financial condition or position of the business.

2.       PURCHASER'S REPRESENTATIONS

                  The Purchaser represents and warrants to the Vendor now and at
closing that:

     (a)  the Purchaser is a corporation duly incorporated, validly existing and
          in good standing under the laws of Nevada and is a "reporting Vendor"
          in the United States. The Vendor's shares are quoted for trading on
          the OTC Bulletin Board;

     (b)  the Purchaser is in good standing with the United States Securities &
          Exchange Commission (the "Commission") and the National Association of
          Securities Dealers. All of the Purchaser's filings submitted to the
          Commission are true and accurate as at the date of such filing;

     (c)  as of the date of this Agreement, the Purchaser's authorized Shares
          capital consists of 75,000,000 shares of common stock with a par value
          of $0.001 per share, of which 7,500,000 shares of common stock are
          issued and outstanding as fully paid and non-assessable shares. In
          accordance with the terms of this Agreement, the Purchaser shall split
          its stock following the execution of this Agreement such that each
          pre-split share of common stock shall be exchanged for five shares of
          post-split common stock. No other person shall have any written or
          verbal agreement or option, understanding or commitment or any right
          or privilege capable of becoming an agreement for the purchase of
          common Shares in the capital of the Purchaser;

     (d)  the Vend-In Shares (as defined below) will, upon issuance, be validly
          issued, non-assessable and free and clear of all liens, charges and
          encumbrances;

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     (e)  no person, firm or corporation has any subscription or issuance of any
          securities in the capital of the Vendor;

     (f)  the Articles and Bylaws of the Purchaser permit its to carry on its
          present and intended businesses, including the business currently
          conducted by the Vendor;

     (g)  The corporate records and minute books of the Purchaser contain
          complete and accurate minutes of all meetings of the directors and
          shareholders of the Purchaser held since incorporation;

     (h)  the Purchaser has no knowledge of any:

          (i)  actions, suits, investigations or proceedings against the
               Purchaser which are in progress, pending or threatened;

          (ii) outstanding judgments of any kind against the Purchaser; or

          (iii) occurrences or events which have, or might reasonably be
               expected to have, a material adverse effect on the Purchaser's
               intended business.

     (i)  the Purchaser has no subsidiaries and owns no interest in any
          corporation, partnership, proprietorship or any other business entity;

     (j)  the Purchaser's financial statements as filed with the United States
          Securities & Exchange Commission (the "Purchaser's Statements"), have
          been prepared in accordance with United States generally accepted
          accounting principles and fairly represent the Purchaser's financial
          position at that date. Since the date to which the Purchaser's
          Statements were prepared:

          (i)  there has not been any material adverse change in the financial
               position, assets, liabilities, results of operations, business,
               prospects or condition, financial or otherwise, of the Purchaser
               or any damage, loss or other change in circumstances materially
               affecting the business or assets of the Purchaser or its right or
               capacity to carry on business before or after Closing;

          (ii) the Purchaser has not waived or surrendered any right of material
               value;

          (iii) the business of the Purchaser has been conducted in the ordinary
               course; and

          (iv) the Purchaser has not guaranteed, or agreed to guarantee, any
               debt, liability or other obligation of any person, firm or
               corporation;

     (k)  the Purchaser is not a party to any contracts, leases, licenses,
          commitments and other agreements relating to its assets or its
          business;

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     (l)  the Purchaser does not have and has never had any employees; and

     (m)  There are no outstanding orders, judgments, injunctions, awards or
          decrees of any court, arbitrator or governmental or regulatory body
          involving the Purchaser. No suit, action or legal, administrative,
          arbitration or other proceeding or reasonable basis therefor, or, to
          the best of the Purchaser's knowledge, no investigation by any
          governmental agency, pertaining to the Purchaser or its assets is
          pending or has been threatened against the Purchaser which could
          adversely affect the financial condition or prospects of the Purchaser
          or the conduct of the business thereof or any of the Purchaser's
          assets or materially adversely affect the ability of the Purchaser to
          consummate the transactions contemplated by this Agreement.

3.                EFFECT OF REPRESENTATIONS

3.1                   The  representations  and warranties of the Vendor and the
Purchaser  (the  "Parties")  set out above form a part of this Agreement and are
conditions  upon which the Parties have relied in entering  into this  Agreement
and shall survive the acquisition of the Assets by the Purchaser.

3.2                 The Parties will indemnify and save each other harmless from
all loss, damage,  costs, actions and suits arising out of or in connection with
any breach of any  representation,  warranty,  covenant,  agreement or condition
made by it and contained in this Agreement.

4.                PURCHASE AND SALE OF ASSETS

4.1                  The Purchaser hereby agrees to purchase from the Vendor and
the Vendor hereby agrees to sell to the Purchaser an undivided 100% right, title
and interest in and to the Assets in consideration of the Purchaser:

     (a)  issuing 25,000,000 shares of restricted common stock (the "Vend In
          Shares") to the Vendor (as to 22,500,000 shares) and to MJM
          Enterprises Ltd. Upon issuance, the Vend-In Shares shall be fully
          paid, non-assessable and free and clear of all liens, charges and
          other encumbrances, other than resale restrictions imposed on the
          Vendor by applicable securities laws;

     (b)  issuing a convertible promissory note (collectively, the "Notes") to
          each of the following creditors (each a "Creditor") of the Vendor in a
          form acceptable to each of them,

                  Name of Creditor                   Amount of Debt

                  MJM Enterprises Ltd.                $106,200.00
                  Hickman Motors                      $211,179.19

4.2                   Each of the Notes shall  provide that the Creditor may, at
his sole option,  convert a portion or all of the principal and accrued interest
due to him  into  shares  of  restricted  common  stock  in the  capital  of the
Purchaser at a rate of CDN$0.10 in debt per share. In addition,  during the term
of each Note,  simple  interest  shall accrue on the principal  outstanding at a
rate of 10% per annum commencing on the date of Closing.

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4.3                 In further  consideration of the purchase of the Assets, the
Purchaser  shall appoint  Terrence  J.P.  Mugford as a director of the Purchaser
forthwith upon the execution of this Agreement.

5.                CLOSING

                  The sale and  purchase  of the  Assets  shall be closed at the
office of the Purchaser at 11:00am on March 24, 2006 or on such other date or at
such other  place as may be agreed upon by the Parties  (the  "Closing  Date" or
"Closing").

6.                ACTIONS BY THE PARTIES PENDING CLOSING

                  From and after the date hereof and until the Closing Date, the
Vendor and Purchaser covenant and agree that:

     (a)  the Purchaser, and its authorized representatives, shall have full
          access during normal business hours to all documents of the Vendor
          relating to the Assets and shall have full access to inspect the
          Assets, and the Vendor shall furnish to the Purchaser or its
          authorized representatives all information with respect to the Assets
          as the Purchaser may reasonably request;

     (b)  the Vendor, and its authorized representatives, shall have full access
          during normal business hours to all documents relating to the
          Purchaser's affairs that the Vendor may reasonably request; and

     (c)  the Vendor shall not enter into any contract or commitment to purchase
          or sell any interest in the Assets without the prior written consent
          of the Purchaser.

7.                CONDITIONS PRECEDENT TO THE VENDOR'S OBLIGATIONS

                  Each and every obligation of the Vendor to be performed on the
Closing  Date shall be subject to the  satisfaction  by the Closing  Date of the
following conditions, unless waived in writing by the Vendor:

     (a)  The representations and warranties made by the Purchaser in this
          Agreement shall be true and correct on and as of the Closing Date with
          the same effect as though such representations and warranties had been
          made or given by the Closing Date;

     (b)  The name of the Purchaser shall be changed to "Environmental Control
          Corp." and the Purchaser shall have completed a split of its common
          stock such that every share issued and outstanding prior to the split
          shall have been exchanged for five post-split shares of the Purchaser;

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     (b)  The Purchaser shall deliver to the Vendor:

          (i)  executed Notes in a form acceptable to the Creditors;

          (ii) a copy of resolutions of the Purchaser's Board of Directors
               authorizing the execution of this Agreement, the acquisition of
               the Assets and the execution of the Notes whereby the Purchaser
               shall assume the Vendor's obligations to the Creditors; and

          (iii) pro forma financial statements in the required form for a filing
                in accordance with the requirements of Form 8-K.

8.                CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS

                  Each and every  obligation of the Purchaser to be performed on
the Closing Date shall be subject to the satisfaction by the Closing Date of the
following conditions, unless waived in writing by the Purchaser:

     (a)  The representations and warranties made by the Vendor in this
          Agreement shall be true and correct on and as of the Closing Date with
          the same effect as though such representations and warranties had been
          made or given by the Closing Date;

     (b)  The Vendor shall deliver to the Purchaser:

          (i)  a bill of sale evidencing the sale and transfer of title to the
               Assets from the Vendor to the Purchaser;

          (ii) a copy of resolutions of the Vendor's Board of Directors
               authorizing the execution of this Agreement and the sale of the
               Assets to the Purchaser; and

          (iii) a copy of minutes of a meeting of the shareholders of the Vendor
               approving the Vendor's sale of substantially its whole
               undertaking to the Purchaser upon the terms of this Agreement.

9.                FURTHER ASSURANCES

                  The parties hereto  covenant and agree to do such further acts
and  execute  and  deliver  all such  further  deeds and  documents  as shall be
reasonably required in order to fully perform and carry out the terms and intent
of this Agreement.

10.               ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject of this Agreement.

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11.               TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

12.               TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

13.               SEVERABILITY

                  If any one or more of the provisions  contained  herein should
be invalid,  illegal or unenforceable in any respect in any  jurisdictions,  the
validity, legality and enforceability of such provisions shall not in any way be
affected  or  impaired  thereby  in any  other  jurisdiction  and the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

14.               APPLICABLE LAW

                  The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this  Agreement  will be governed  exclusively by and construed
and  enforced in  accordance  with laws  prevailing  in the  Province of British
Columbia.  The parties agree to attorn to the  jurisdiction of the Courts of the
Province of British Columbia.

15.               ENUREMENT

                  This  Agreement  shall  enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.

                  IN WITNESS  WHEREOF this Agreement has been executed as of the
day and year first above written.


ENVIRONMENTAL CONTROL CORP.                 BOSS MINERALS, INC.

per:                                        per:
-------------------------------             ---------------------------------
Authorized Signatory                        Authorized Signatory

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                                  SCHEDULE "A"

        TO THAT CERTAIN AGREEMENT MADE AS OF ___________________, 2006
                    BETWEEN ENVIRONMENTAL CONTROL CORPORATION
                             AND BOSS MINERALS, INC.


                                 LIST OF ASSETS

-        various laptop computers with the following serial numbers:

         o

-        miscellaneous office equipment

-        patent rights detailed on the following page