Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 10.2







EXHIBIT 10.2 



AGREEMENT AND PLAN OF MERGER 


 BETWEEN:

	 	COLUMBIA HUNTER CAPITAL CORP.
        

        a corporation duly incorporated under the laws 

        of the State of Delaware, having an address at 

        700 – 625 Howe St., Vancouver, BC, V6C 2T6 

      (“Columbia”) 



AND:

	 	 PMI VENTURES (DELAWARE) CORP.  

        A corporation duly incorporated under the laws 

        of the State of Delaware, having an address at 

        1760 – 750 West Pender St., Vancouver, BC V6C 2T8 

       (“Subco”) 




AND:

	 	PMI VENTURES LTD. 

        a company duly incorporated under the laws of the

        Province of British Columbia, having an address at 

        1760 – 750 West Pender St., Vancouver, BC V6C 2T8 

       (“PMI”) 




Columbia, Subco and PMI being sometimes referred to herein as the “Constituent
  Corporations.” 

 WHEREAS, the board of directors of each Constituent Corporation
  deems it advisable that Subco and Columbia merge into a single corporation in
  a transaction intended to qualify as a reorganization within the meaning of
  Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (“the
  Merger”) and upon completion of the Merger, pursuant to Rule 12g-3(a) of
  the General Rules and Regulations of the Securities and Exchange Commission
  (the “Commission”), PMI will elect to become the successor issuer
  to Columbia for reporting purposes under the Securities Exchange Act of 1934.


 THEREFORE, in consideration of the premises and the respective
  mutual covenants, representations and warranties herein contained, the parties
  agree as follows:

	1.	SURVIVING CORPORATION: 


Columbia shall be merged with and into Subco which shall be
  the surviving corporation in accordance with the applicable laws of its state
  of incorporation. 






	2. 	MERGER DATE: 


 The Merger shall become effective (the “Merger Date”) upon the completion
  of:

	2.1	Adoption of this agreement by Columbia, Subco and PMI pursuant to the
      Delaware General Corporation Law; and 
	 	 
	2.2	Execution and filing by Columbia and Subco of a Certificate
        of Merger with the Secretary of State of the State of Delaware in accordance
        with the Delaware General Corporation Law. 

	 	 
	3.	TIME OF FILINGS: 


 The Certificate of Merger shall be filed with the Secretary
  of State of Delaware upon the approval, as required by law, of this agreement
  by the Constituent Corporations and the fulfillment or waiver of the terms and
  conditions herein.

	4. 	GOVERNING LAW: 


The surviving corporation shall be governed by the laws of the State of incorporation
  of Subco.

	5. 	CERTIFICATE OF INCORPORATION: 


 The Articles of Incorporation of Subco shall be the Articles
  of Incorporation of the surviving corporation from and after the Merger Date,
  subject to the right of Subco to amend its Articles of Incorporation in accordance
  with the laws of the State of its incorporation.

	6.	BY-LAWS: 


 The By-Laws of the surviving corporation shall be the By-Laws of Subco as
  in effect on the date of this agreement.

	7.	BOARD OF DIRECTORS AND OFFICERS: 


The officers and directors of Subco, or such other persons
  as shall be selected by it, shall be the officers and directors of the surviving
  corporation following the Merger Date.

	8.	NAME OF SURVIVING CORPORATION: 


 The name of the surviving corporation will continue as “PMI Resources
  (Delaware) Corp.” unless changed by Subco.

	9.	CONVERSION: 


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 The mode of carrying the Merger into effect and the manner
  and basis of converting the shares of Columbia into shares of PMI are as follows:

	9.1 	The aggregate number of shares of Columbia Common
        Stock issued and outstanding on the Merger Date shall, by virtue of the
        Merger and without any action on the part of the holders thereof, be converted
        into an aggregate of 50,000 shares of PMI Common Stock adjusted by any
        increase for fractional shares and reduced by any Dissenting Shares (defined
        below). 

	 	 
	9.2 	The 50,000 PMI Common Stock to be issued hereunder
        (the “PMI Shares”) will be issued pursuant to applicable exemptions
        under the British Columbia Securities Act and to the shareholders of Columbia
        that are U.S. residents, if any, pursuant to Section 4(2) of the Securities
        Act 1933 and/or Rule 506 of the General Rules and Regulations of the Securities
        and Exchange Commission. The PMI Shares will be restricted as to transferability
        pursuant to applicable securities legislation in the Province of British
        Columbia. In addition the PMI Shares issued to U.S. residents will be
        restricted as to transferability pursuant to Rule 144 thereof, and will
        bear substantially the following legend: 

      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
        (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT
        TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED
        FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE ACT.” 

	 	 
	9.3 	All outstanding Common or Preferred Stock of Columbia
        and all warrants, options or other rights to its Common or Preferred Stock
        shall be retired and canceled as of the Merger Date. 

	 	 
	9.4 	Each share of Columbia Common Stock that is owned
        by Columbia as treasury stock shall, by virtue of the Merger and without
        any action on the part of Columbia, be retired and canceled as of the
        Merger Date. 

	 	 
	9.5 	Each certificate evidencing ownership of shares of
        PMI Common Stock issued and outstanding on the Merger Date or held by
        PMI in its treasury shall continue to evidence ownership of the same number
        of shares of PMI’s Common Stock. 

	 	 
	9.6 	PMI Common Stock shall be issued to the shareholders
        of Columbia Common Stock in exchange for their shares. 

	 	 
	9.7 	The PMI shares to be issued in exchange for Columbia
        Common Stock hereunder shall be proportionately reduced by any shares
        owned by Columbia shareholders who shall have timely objected to the Merger
        (“Dissenting Shares”) in accordance 



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	 	with the provisions of the Delaware Business Corporation Act as provided
      therein. 
	 	 
	10. 	EXCHANGE OF CERTIFICATES: 


 As promptly as practicable after the Merger Date, each holder
  of an outstanding certificate or certificates theretofore representing shares
  of Columbia Common Stock (other than certificates representing Dissenting Shares)
  shall surrender such certificate(s) for cancellation to the party designated
  herein to handle such exchange (the “Exchange Agent”), and shall receive
  in exchange a certificate or certificates representing the number of full shares
  of PMI Common Stock which they are entitled to receive in exchange for their
  shares of Columbia Common Stock. Any exchange of fractional shares will be rounded
  up to the next highest number of full shares.

	11. 	UNEXCHANGED CERTIFICATES: 


 Until surrendered, each outstanding certificate that prior
  to the Merger Date represented Columbia Common Stock (other than certificates
  representing Dissenting Shares) shall be deemed for all purposes, other than
  the payment of dividends or other distributions, to evidence ownership of the
  number of shares of PMI Common Stock into which it was converted. No dividend
  or other distribution payable to holders of PMI Common Stock as of any date
  subsequent to the Merger Date shall be paid to the holders of outstanding certificates
  of Columbia Common Stock; provided, however, that upon surrender and exchange
  of such outstanding certificates (other than certificates representing Dissenting
  Shares), there shall be paid to the record holders of the certificates issued
  in exchange therefor the amount, without interest thereon, of dividends and
  other distributions that would have been payable subsequent to the Merger Date
  with respect to the shares of PMI Common Stock represented thereby.

	12.	EFFECT OF THE MERGER: 


 On the Merger Date, the separate existence of Columbia
  shall cease (except insofar as continued by statute), and it shall be merged
  with and into Subco. All the property, real, personal, and mixed, of each of
  Columbia and Subco, and all debts due to either of them, shall be transferred
  to and vested in Subco, without further act or deed. Subco shall thenceforth
  be responsible and liable for all the liabilities and obligations, including
  liabilities to holders of Dissenting Shares, of each of the Columbia and Subco,
  and any claim or judgment against either of Columbia or Subco may be enforced
  against Subco.

	13. 	REPRESENTATIONS AND WARRANTIES OF COLUMBIA: 


Columbia represents and warrants that:

	13.1 	CORPORATE ORGANIZATION AND GOOD STANDING: Columbia
        is a corporation duly organized, validly existing, and in good standing
        under the laws of the State of Delaware, and is qualified to do business
        as a foreign corporation 



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	 	in each jurisdiction, if any, in which its property or business requires
      such qualification 
	 	 
	13.2 	REPORTING COMPANY STATUS: Columbia has filed with
        the Securities and Exchange Commission a registration statement on Form
        10-SB and is a reporting company pursuant to Section 12(g) thereunder.
      

	 	 
	13.3 	REPORTING COMPANY FILINGS: Columbia has timely filed
        and is current on all reports required to be filed by it pursuant to Section
        13 of the Securities Exchange Act of 1934. 

	 	 
	13.3 	REPORTING COMPANY FILINGS: Columbia has timely filed
        and is current on all reports required to be filed by it pursuant to Section
        13 of the Securities Exchange Act of 1934. 

	 	 
	13.4 	CAPITALIZATION: Columbia’s authorized capital
        stock consists of 1,000,000 shares of Common Stock, $.001 par value, of
        which 725,000 shares are issued and outstanding. 

	 	 
	13.5 	ISSUED STOCK: All the outstanding shares of its Common
        Stock are duly authorized and validly issued, fully paid and non-assessable.
      

	 	 
	13.6 	STOCK RIGHTS: Except as set out by attached schedule,
        there are no stock grants, options, rights, warrants or other rights to
        purchase or obtain Columbia Common issued or committed to be issued. 

	 	 
	13.7 	CORPORATE AUTHORITY: Columbia has all requisite corporate
        power and authority to own, operate and lease its properties, to carry
        on its business as it is now being conducted and to execute, deliver,
        perform and conclude the transactions contemplated by this agreement and
        all other agreements and instruments related to this agreement. 

	 	 
	13.8 	SUBSIDIARIES: Columbia has no subsidiaries. 
	 	 
	13.9 	FINANCIAL STATEMENTS: Columbia’s financial statements
        dated October 31, 2001 and October 31, 2002 copies of which will have
        been delivered by Columbia to PMI prior to the Merger Date (the “Columbia
        Financial Statements”), fairly present the financial condition of
        Columbia as of the date therein and the results of its operations for
        the periods then ended in conformity with generally accepted accounting
        principles consistently applied. 

	 	 
	13.10 	ABSENCE OF UNDISCLOSED LIABILITIES: Except to the
        extent reflected or reserved against in the Columbia Financial Statements,
        Columbia did not have at that date any liabilities or obligations (secured,
        unsecured, contingent, or otherwise) of a nature customarily reflected
        in a corporate balance sheet prepared in accordance with generally accepted
        accounting principles. 

	 	 
	13.11 	NO MATERIAL CHANGES: There has been no material adverse
        change in the business, properties, or financial condition of Columbia
        since the date of the Columbia Financial Statements. 



5 






	13.12 	LITIGATION: There is not, to the knowledge of Columbia,
        any pending, threatened, or existing litigation, bankruptcy, criminal,
        civil, or regulatory proceeding or investigation, threatened or contemplated
        against Columbia or against any of its officers. 

	 	 
	13.13 	CONTRACTS: Columbia is not a party to any material
        contract not in the ordinary course of business that is to be performed
        in whole or in part at or after the date of this agreement. 

	 	 
	13.14	 TITLE: Columbia has good and marketable title to
        all the real property and good and valid title to all other property included
        in the Columbia Financial Statements. The properties of Columbia are not
        subject to any mortgage, encumbrance, or lien of any kind except minor
        encumbrances that do not materially interfere with the use of the property
        in the conduct of the business of Columbia. 

	 	 
	13.15	 TAX RETURNS: All required tax returns for federal,
        state, county, municipal, local, foreign and other taxes and assessments
        have been properly prepared and filed by Columbia for all years for which
        such returns are due unless an extension for filing any such return has
        been filed. Any and all federal, state, county, municipal, local, foreign
        and other taxes and assessments, including any and all interest, penalties
        and additions imposed with respect to such amounts have been paid or provided
        for. The provisions for federal and state taxes reflected in the Columbia
        Financial Statements are adequate to cover any such taxes that may be
        assessed against Columbia in respect of its business and its operations
        during the periods covered by the Columbia Financial Statements and all
        prior periods. 

	 	 
	13.16 	NO VIOLATION: Consummation of the Merger will not
        constitute or result in a breach or default under any provision of any
        charter, bylaw, indenture, mortgage, lease, or agreement, or any order,
        judgment, decree, law, or regulation to which any property of Columbia
        is subject or by which Columbia is bound. 

	 	 
	14. 	REPRESENTATIONS AND WARRANTIES OF PMI: 


PMI represents and warrants that:

	14.1	CORPORATE ORGANIZATION AND GOOD STANDING: PMI is
        a corporation duly organized, validly existing, and in good standing under
        the laws of the Province of British Columbia and is qualified to do business
        as a foreign corporation in each jurisdiction, if any, in which its property
        or business requires such qualification. 

	 	 
	14.2	 CAPITALIZATION: PMI’s authorized capital stock consists of 100,000,000
      shares of Common Stock No Par Value, of which 
	 	 
	14.3 	17,132,234 shares are issued and outstanding as of the date of this agreement.
    


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	14.4	ISSUED STOCK: All the outstanding shares of its Common
        Stock are duly authorized and validly issued, fully paid and non-assessable.
      

	 	 
	14.5	CORPORATE AUTHORITY: PMI has all requisite corporate
        power and authority to own, operate and lease its properties, to carry
        on its business as it is now being conducted and to execute, deliver,
        perform and conclude the transactions contemplated by this Agreement and
        all other agreements and instruments related to this agreement. 

	 	 
	14.6	SUBSIDIARIES: Except as set out in Disclosure Schedule 14.5, PMI has no
      subsidiaries other than Subco. 
	 	 
	14.7 	FINANCIAL STATEMENTS: PMI’s audited financial
        statements dated December 31, 2002, December 31, 2001 and December 31,
        2000 copies of which will have been delivered by PMI to Columbia prior
        to the Merger Date (the “PMI Financial Statements”), fairly
        present the financial condition of PMI as of the date therein and the
        results of its operations for the periods then ended in conformity with
        generally accepted accounting principles consistently applied. 

	 	 
	14.8 	ABSENCE OF UNDISCLOSED LIABILITIES: Except to the
        extent reflected or reserved against in PMI Financial Statements, PMI
        did not have at that date any liabilities or obligations (secured, unsecured,
        contingent, or otherwise) of a nature customarily reflected in a corporate
        balance sheet prepared in accordance with generally accepted accounting
        principles. 

	 	 
	14.9 	NO MATERIAL CHANGES: There has been no material adverse
        change in the business, properties, or financial condition of PMI since
        December 31, 2002 that has not been disclosed to Columbia. 

	 	 
	14.10 	LITIGATION: Except as set out in Disclosure Schedule
        14.9, there is not, to the knowledge of PMI, any pending, threatened,
        or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding
        or investigation, threatened or contemplated against PMI or against any
        of its officers. 

	 	 
	14.11 	CONTRACTS: PMI is not a party to any material contract
        not in the ordinary course of business or in the course of its proposed
        acquisitions that is to be performed in whole or in part at or after the
        date of this Agreement. 

	 	 
	14.12 	TITLE: PMI has good and marketable title to all the
        real property and good and valid title to all other property included
        in the PMI Financial Statements. The properties of PMI are not subject
        to any mortgage, encumbrance, or lien of any kind except minor encumbrances
        that do not materially interfere with the use of the property in the conduct
        of the business of PMI. 



 7 






	14.13 	TAX RETURNS: All required tax returns for federal,
        state, county, municipal, local, foreign and other taxes and assessments
        have been properly prepared and filed by PMI for all years for which such
        returns are due unless an extension for filing any such return has been
        filed. Any and all federal, provincial, county, municipal, local, foreign
        and other taxes and assessments, including any and all interest, penalties
        and additions imposed with respect to such amounts have been paid or provided
        for. The provisions for federal and state taxes reflected in the PMI Financial
        Statements are adequate to cover any such taxes that may be assessed against
        PMI in respect of its business and its operations during the periods covered
        by the PMI Financial Statements and all prior periods. 

	 	 
	14.14 	NO VIOLATION: Consummation of the Merger will not
        constitute or result in a breach or default under any provision of any
        charter, bylaw, indenture, mortgage, lease, or agreement, or any order,
        judgment, decree, law, or regulation to which any property of PMI is subject
        or by which PMI is bound. 

	 	 
	15. 	REPRESENTATIONS AND WARRANTIES OF SUBCO: 


Subco represents and warrants that:

	15.1	 CORPORATE ORGANIZATION AND GOOD STANDING: Subco
        is a corporation duly organized, validly existing, and in good standing
        under the laws of the State of Delaware and is qualified to do business
        as a foreign corporation in each jurisdiction, if any, in which its property
        or business requires such qualification. 

	 	 
	15.2 	CAPITALIZATION: Subco’s authorized capital stock
        consists of 1,000,000 shares of Common Stock $.001 Par Value, of which
        one (1) share is issued and outstanding. 

	 	 
	15.3	ISSUED STOCK: All the outstanding shares of its Common
        Stock are duly authorized and validly issued, fully paid and non-assessable.
      

	 	 
	15.4 	CORPORATE AUTHORITY: Subco has all requisite corporate
        power and authority to own, operate and lease its properties, to carry
        on its business as it is now being conducted and to execute, deliver,
        perform and conclude the transactions contemplated by this Agreement and
        all other agreements and instruments related to this agreement. 

	 	 
	15.5 	CORPORATE ASSETS: Subco has no assets or liabilities. 
	 	 
	15.6 	NO VIOLATION: Consummation of the Merger will not
        constitute or result in a breach or default under any provision of any
        charter, bylaw, indenture, mortgage, lease, or agreement, or any order,
        judgment, decree, law, or regulation to which any property of Subco is
        subject or by which Subco is bound. 



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	16. 	CONDUCT OF COLUMBIA PENDING THE MERGER DATE: 


Columbia covenants that between the date of this Agreement and the Merger Date:

	16.1 	No change will be made in Columbia’s Certificate of Incorporation
      or By-Laws. 
	 	 
	16.2. 	Columbia will not make any change in its authorized
        or issued capital stock, declare or pay any dividend or other distribution
        or issue, encumber, purchase, or otherwise acquire any of its capital
        stock other than as provided herein. 

	 	 
	16.3. 	Columbia will use its best efforts to maintain and
        preserve its business organization, employee relationships, and goodwill
        intact, and will not enter into any material commitment except in the
        ordinary course of business. 

	 	 
	17. 	CONDUCT OF PMI PENDING THE MERGER DATE: 


PMI covenants that between the date of this Agreement and the Merger Date:


	17.1 	No change will be made in PMI’s Memorandum or Articles. 
	 	 
	17.2 	PMI will use its best efforts to maintain and preserve
        its business organization, employee relationships, and goodwill intact,
        and will not enter into any material commitment except in the ordinary
        course of business. 

	 	 
	18. 	CONDUCT OF SUBCO PENDING THE MERGER DATE: 


 Subco covenants that between the date of this Agreement and the Merger Date:

	18.1 	No change will be made in Subco’s Certificate of Incorporation or
      By-Laws. 
	 	 
	18.2 	Subco will not enter into any material commitment except in the ordinary
      course of business. 
	 	 
	19. 	CONDITIONS PRECEDENT TO OBLIGATION OF COLUMBIA: 


Columbia’s obligation to consummate the Merger shall be
  subject to fulfillment on or before the Merger Date of each of the following
  conditions, unless waived in writing by Columbia:

	19.1 	PMI’S REPRESENTATIONS AND WARRANTIES: The representations
        and warranties of PMI set forth herein shall be true and correct at the
        Merger Date as though made at and as of that date, except as affected
        by transactions contemplated hereby. 

	 	 
	19.2 	PMI’S COVENANTS: PMI shall have performed all
        covenants required by this agreement to be performed by it on or before
        the Merger Date. 



9 




 

	19.3 	APPROVAL: This agreement
        shall have been approved by PMI in such manner as is required by law including
        all appropriate action by directors and, if required, by shareholders
        and/or approval by regulatory authorities.

	 	 	 
	19.4 	SUPPORTING DOCUMENTS OF
        PMI: PMI shall have delivered to Columbia supporting documents in form
        and substance satisfactory to Columbia to the effect that:

	 	 	 
	 	(i)	PMI is a corporation duly organized, validly existing, and
      in good standing.
	 	 	 
	 	(ii)	PMI’s authorized and issued capital stock is as set
      forth herein.
	 	 	 
	 	(iii)	The execution and adoption of this agreement
        have been duly authorized by PMI in such manner as is required by law
        including all appropriate action by directors and, if required, by shareholders.

	 	 	 
	19.5 	SUBCO’S REPRESENTATIONS
        AND WARRANTIES: The representations and warranties of Subco set forth
        herein shall be true and correct at the Merger Date as though made at
        and as of that date, except as affected by transactions contemplated hereby.

	 	 	 
	19.6	 SUBCO’S COVENANTS:
        Subco shall have performed all covenants required by this agreement to
        be performed by it on or before the Merger Date.

	 	 	 
	19.7 	APPROVAL: This agreement
        shall have been approved by Subco in such manner as is required by law
        including all appropriate action by directors and, if required, by shareholders.

	 	 	 
	19.8 	SUPPORTING DOCUMENTS OF
        SUBCO: Subco shall have delivered to Columbia supporting documents in
        form and substance satisfactory to Columbia to the effect that:

	 	 	 
	 	(i)	Subco is a corporation duly organized, validly existing,
      and in good standing.
	 	 	 
	 	(ii)	Subco’s authorized and issued capital stock is as set
      forth herein.
	 	 	 
	 	(iii)	The execution and adoption of this agreement
        have been duly authorized by Subco in such manner as is required by law
        including all appropriate action by directors and, if required, by shareholders

	 	 	 
	20. 	CONDITIONS PRECEDENT TO OBLIGATION OF PMI:
      


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 PMI’s obligation to consummate the Merger shall be subject
  to fulfillment on or before the Merger Date of each of the following conditions,
  unless waived in writing by PMI: 

	20.1 	COLUMBIA’S REPRESENTATIONS
        AND WARRANTIES: The representations and warranties of Columbia set forth
        herein shall be true and correct at the Merger Date as though made at
        and as of that date, except as affected by transactions contemplated hereby.

	 	 	 
	20.2 	COLUMBIA’S COVENANTS:
        Columbia shall have performed all covenants required by this agreement
        to be performed by it on or before the Merger Date.

	 	 	 
	20.3 	APPROVAL: This Agreement
        shall have been approved by Columbia in such manner as is required by
        law including all appropriate action by directors and, if required, by
        shareholders.

	 	 	 
	20.4 	SUPPORTING DOCUMENTS OF
        COLUMBIA: Columbia shall have delivered to PMI supporting documents in
        form and substance satisfactory to PMI to the effect that:

	 	 	 
	 	(i)	Columbia is a corporation duly organized, validly existing,
      and in good standing.
	 	 	 
	 	(ii)	Columbia’s authorized and issued capital stock is as
      set forth herein.
	 	 	 
	 	(iii)	The execution and adoption of this Agreement
        have been duly authorized by Columbia in such manner as is required by
        law including all appropriate action by directors and, if required, by
        shareholders.

	 	 	 
	21. 	ACCESS: 


From the date hereof to the Merger Date, PMI, Subco and Columbia
  shall provide each other with such information and permit each other’s
  officers and representatives such access to its properties and books and records
  as the other may from time to time reasonably request. If the Merger is not
  consummated, all documents received in connection with this agreement shall
  be returned to the party furnishing such documents, and all information so received
  shall be treated as confidential.

	22. 	CLOSING: 
	 	 
	22.1 	The transfers and deliveries to be made pursuant
        to this agreement (the “Closing”) shall be made by and take
        place at the offices of the Exchange Agent or other location designated
        by the Constituent Corporations without requiring the meeting of the parties
        hereof. All proceedings to be taken and all documents to be executed at
        the Closing shall be deemed to have been taken, delivered and executed
        simultaneously, and no proceeding shall be deemed taken nor documents
        deemed executed or delivered until all have been taken, delivered and
        executed. 



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	22.2 	Any copy, facsimile telecommunication
        or other reliable reproduction of the writing or transmission required
        by this agreement or any signature required thereon may be used in lieu
        of an original writing or transmission or signature for any and all purposes
        for which the original could be used, provided that such copy, facsimile
        telecommunication or other reproduction shall be a complete reproduction
        of the entire original writing or transmission or original signature.

	 	 	 
	22.3 	At the Closing, Columbia
        shall deliver to the Exchange Agent in satisfactory form, if not already
        delivered to PMI:

	 	 	 
	 	(i)	a list of the holders of record of the
        shares of Columbia Common Stock being exchanged, with an itemization of
        the number of shares held by each, the address of each holder, and the
        aggregate number of shares of PMI Common Stock to be issued to each holder;

	 	 	 
	 	(ii)	evidence of the execution and adoption
        of this Agreement in such manner as is required by law including all appropriate
        action by directors and, if required, by shareholders;

	 	 	 
	 	(iii)	certified copies of the resolutions
        of the board of directors of Columbia authorizing the execution of this
        agreement and the consummation of the Merger;

	 	 	 
	 	(iv)	the Columbia Financial Statements;
	 	 	 
	 	(v)	secretary’s certificate of incumbency of the officers
      and directors of Columbia;
	 	 	 
	 	(vi)	any document as may be specified herein
        or required to satisfy the conditions, representations and warranties
        enumerated elsewhere herein; and

	 	 	 
	 	(vii)	the share certificates for the outstanding
        Common Stock of Columbia to be exchanged hereunder each share certificate
        duly endorsed for transfer.

	 	 	 
	22.4 	At the Closing, PMI shall deliver to the Exchange
      Agent in satisfactory form, if not already delivered to Columbia:
	 	 	 
	 	(i)	evidence of the execution and adoption
        of this Agreement in such manner as is required by law including all appropriate
        action by directors and, if required, by shareholders;

	 	 	 
	 	(ii)	certificate of the Secretary of State
        of its state of incorporation as of a recent date as to the good standing
        of PMI;



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	 	(iii)	certified copies of the resolutions
        of the board of directors of PMI authorizing the execution of this agreement
        and the consummation of the Merger;

	 	 	 
	 	(iv)	secretary’s certificate of incumbency of the officers
      and directors of PMI;
	 	 	 
	 	(iv)	any document as may be specified herein
        or required to satisfy the conditions, representations and warranties
        enumerated elsewhere herein;

	 	 	 
	 	(v)	the share certificates of PMI (the “PMI
        Certificates”) to be delivered to the shareholders of Columbia hereunder,
        in proper names and amounts, as instructed by the Exchange Agent, and
        bearing legends, if any, required and appropriate under applicable securities
        laws; and

      

	 	 	 
	22.5 	RELEASE OF CONSIDERATION:
        Upon filing of the Articles of Merger and Certificate of Merger, the Exchange
        Agent is expressly authorized to:

	 	 	 
	 	(i)	deliver the Columbia Certificates to PMI; and
	 	 	 
	 	(ii)	deliver the PMI Certificates to the Columbia Shareholders.
	 	 	 
	23. 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES:
      


 The representations and warranties of the Constituent Corporations set out
  herein shall survive the Merger Date.

	24. 	ASSUMPTION OF REPORTING OBLIGAGTIONS: 


 Upon effectiveness of the Merger, pursuant to Rule 12g-3(a)
  of the General Rules and Regulations of the Commission, PMI will elect to become
  the successor issuer to Columbia for reporting purposes under the Securities
  Exchange Act of 1934.

	25.	ARBITRATION: 
	 	 
	25.1 	SCOPE: The parties hereby agree that any and all
        claims (except only for requests for injunctive or other equitable relief)
        whether existing now, in the past or in the future as to which the parties
        or any affiliates may be adverse parties, and whether arising out of this
        agreement or from any other cause, will be resolved by arbitration before
        the American Arbitration Association within the District of Columbia.
      

	 	 
	25.2 	CONSENT TO JURISDICTION, SITUS AND JUDGMENT: The
        parties hereby irrevocably consent to the jurisdiction of the American
        Arbitration Association and the situs of the arbitration (and any requests
        for injunctive or other equitable relief) within the District of Columbia.
        Any award in arbitration may be entered 



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	 	in any domestic or foreign court having jurisdiction over the enforcement
      of such awards. 
	 	 
	25.3 	APPLICABLE LAW: The law applicable to the arbitration
        and this agreement shall be that of the State of Delaware, determined
        without regard to its provisions which would otherwise apply to a question
        of conflict of laws. 

	 	

	25.4 	DISCLOSURE AND DISCOVERY: The arbitrator may, in
        its discretion, allow the parties to make reasonable disclosure and discovery
        in regard to any matters which are the subject of the arbitration and
        to compel compliance with such disclosure and discovery order. The arbitrator
        may order the parties to comply with all or any of the disclosure and
        discovery provisions of the Federal Rules of Civil Procedure, as they
        then exist, as may be modified by the arbitrator consistent with the desire
        to simplify the conduct and minimize the expense of the arbitration.

	 	 
	25.5 	RULES OF LAW: Regardless of any practices of arbitration
        to the contrary, the arbitrator will apply the rules of contract and other
        law of the jurisdiction whose law applies to the arbitration so that the
        decision of the arbitrator will be, as much as possible, the same as if
        the dispute had been determined by a court of competent jurisdiction.
      

	 	 
	25.6 	FINALITY AND FEES: Any award or decision by the American
        Arbitration Association shall be final, binding and non-appealable except
        as to errors of law or the failure of the arbitrator to adhere to the
        arbitration provisions contained in this agreement. Each party to the
        arbitration shall pay its own costs and counsel fees except as specifically
        provided otherwise in this agreement. 

	 	 
	25.7	 MEASURE OF DAMAGES: In any adverse action, the parties
        shall restrict themselves to claims for compensatory damages and\or securities
        issued or to be issued and no claims shall be made by any party or affiliate
        for lost profits, punitive or multiple damages. 

	 	 
	25.8 	COVENANT NOT TO SUE: The parties covenant that under
        no conditions will any party or any affiliate file any action against
        the other (except only requests for injunctive or other equitable relief)
        in any forum other than before the American Arbitration Association, and
        the parties agree that any such action, if filed, shall be dismissed upon
        application and shall be referred for arbitration hereunder with costs
        and attorney’s fees to the prevailing party. 

	 	 
	25.9	 INTENTION: It is the intention of the parties and
        their affiliates that all disputes of any nature between them, whenever
        arising, whether in regard to this Agreement or any other matter, from
        whatever cause, based on whatever law, rule or regulation, whether statutory
        or common law, and however characterized, be decided by arbitration as
        provided herein and that no party or affiliate be required to litigate
        in any other forum any disputes or other matters except for requests for
      



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	 	injunctive or equitable relief. This Agreement shall
        be interpreted in conformance with this stated intent of the parties and
        their affiliates. 

	 	 
	25.10	 SURVIVAL: The provisions for arbitration contained
        herein shall survive the termination of this agreement for any reason.
      

	 	 
	26. 	GENERAL PROVISIONS: 
	 	 
	26.1 	FURTHER ASSURANCES: From time to time, each party
        will execute such additional instruments and take such actions as may
        be reasonably required to carry out the intent and purposes of this agreement.
      

	 	 
	26.2 	WAIVER: Any failure on the part of either party hereto
        to comply with any of its obligations, agreements, or conditions hereunder
        may be waived in writing by the party to whom such compliance is owed.
      

	 	 
	26.3 	BROKERS: Each party agrees to indemnify and hold
        harmless the other party against any fee, loss, or expense arising out
        of claims by brokers or finders employed or alleged to have been employed
        by the indemnifying party. 

	 	 
	26.4 	NOTICES: All notices and other communications hereunder
        shall be in writing and shall be deemed to have been given if delivered
        in person or sent by prepaid first-class certified mail, return receipt
        requested, or recognized commercial courier service to the addresses of
        the parties as listed at the beginning of this agreement. 

	 	 
	27. 	GOVERNING LAW: 


This Agreement shall be governed by and construed and enforced in accordance
  with the laws of the State of Delaware.

	28. 	ASSIGNMENT: 


This Agreement shall inure to the benefit of, and be binding
  upon, the parties hereto and their successors and assigns; provided, however,
  that any assignment by either party of its rights under this agreement without
  the written consent of the other party shall be void.

	29.	COUNTERPARTS:


  This agreement may be executed simultaneously in two
  or more counterparts, each of which shall be deemed an original, but all of
  which together shall constitute one and the same instrument. Signatures sent
  by facsimile transmission shall be deemed to be evidence of the original execution
  thereof.

	30.	EXCHANGE AGENT AND CLOSING DATE: 


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 The Exchange Agent shall be Maitland & Company 700-625
  Howe Street, Vancouver, BC. The Closing shall take place upon the fulfillment
  by each party of all the conditions of Closing required herein, but not later
  than 15 days following execution of this Agreement unless extended by mutual
  consent of the parties.

	31. 	REVIEW OF AGREEMENT: 


 Each party acknowledges that it has had time to review this
  Agreement and, as desired, consulted with counsel. In the interpretation of
  this agreement, no adverse presumption shall be made against any party on the
  basis that it has prepared, or participated in the preparation of, this Agreement.

	32.	SCHEDULES: 


  All schedules attached hereto, if any, shall be acknowledged by each
  party by signature or initials thereon.

	33.	EFFECTIVE DATE: 


  This effective date of this agreement shall be the 19th
  day of September 2003. 


IN WITNESS WHEREOF, the parties have executed this Agreement.


	COLUMBIA HUNTER CAPITAL CORP.	PMI VENTURES LTD.
	by its authorized signatory	by its authorized signatory
	 	 
	/s/ Colin Watt	/s/ Laurie Sadler
	Colin Watt, President	Laurie Sadler, Director


 PMI VENTURES (DELAWARE) CORP. 

  by its authorized signatory 

 /s/ Laurie Sadler

  Laurie Sadler, 

  Director 

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