---

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 28th day of January,
2011.

AMONG:

QWICK MEDIA INC., a company
incorporated pursuant to the laws of the Cayman Islands and having an
address at 780  333 Seymour Street, Vancouver, British Columbia V6B 5A6

(the Purchaser)

AND:

R. J. TOCHER HOLDINGS LTD., a
company incorporated pursuant to the laws of British Columbia and having an
address at 780  333 Seymour Street, Vancouver, B.C. V6B 5A6

- AND 

C. E. TOCHER HOLDINGS LTD., a
company incorporated pursuant to the laws of British Columbia and having an
address at 780  333 Seymour Street, Vancouver, B.C. V6B 5A6

- AND 

SYDNEY JOHNSTON, of New
Westminster, B.C. and having an address for notice at 780  333 Seymour
Street, Vancouver, B.C. V6B 5A6

- AND 

EDGAR JACKSON, of Vancouver,
B.C. and having an address for notice at 780  333 Seymour Street,
Vancouver, B.C. V6B 5A6

- AND 

WILLIAM JACKSON, of Abbotsford,
B.C. and having an address for notice at 780  333 Seymour Street,
Vancouver, B.C. V6B 5A6

(each a Shareholder and
collectively the Shareholders)

AND:

QEYOS AD SYSTEMS INC., a
company incorporated pursuant to the laws of British Columbia and having an
address at 780  333 Seymour Street, Vancouver, British Columbia V6B 5A6

(the Target)

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- 2 -

WHEREAS:

A.                    
The Shareholders are the registered and beneficial owners of all of the issued
and outstanding common shares in the capital of the Target, being a total of
4,789,035common shares;

B.                    
The Purchaser has made an offer to issue a total of 4,789,035common shares in
the capital of the Purchaser to the Shareholders, allocated as set forth on
Schedule A attached hereto, as consideration for the acquisition by the
Purchaser of all of the issued and outstanding common shares in the capital of
the Target; and

C.                    
Upon the terms and subject to the conditions set forth in this Agreement, the
Shareholder has agreed to sell to the Purchaser and the Purchaser has agreed to
purchase from the Shareholder all of the Shareholders legal and beneficial
interest in the common shares in the capital of the Target such that, at Closing
(as defined herein), the Target will become a wholly-owned subsidiary of the
Purchaser.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the mutual covenants and agreements herein contained and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties covenant and agree as follows:

ARTICLE 1INTERPRETATION

1.1               
Definitions

In this Agreement the following words and phrases will have the
following meanings:

| | (a) | Accounting Date has the meaning set forth in Section
      1.1(tt);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Affiliate with respect to any specified Person at any
      time, means each Person directly or indirectly through one or more
      intermediaries controlling, controlled by or under direct or indirect
      common control with such specified Person at such time;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | Agreement means this Share Exchange Agreement, and all
      of the schedules and other documents attached hereto, as it may from time
      to time be supplemented or amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | Applicable Law means, with respect to any Person, any
      domestic (whether federal, state, territorial, provincial, municipal or
      local) or foreign statute, law, ordinance, rule, administrative
      interpretation, regulation, Order, writ, injunction, directive, judgment,
      decree or other requirement, all as in effect as of the Closing, of any
      Governmental Body applicable to such Person or any of its Affiliates or
      any of their respective properties, assets, officers, directors,
      employees, consultants or agents (in connection with such officers,
      directors, employees, consultants or agents activities on behalf of
      such Person or any of its Affiliates);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | Applicable Securities Laws means all applicable
      securities laws in all jurisdictions relevant to the issuance of
      securities of the Purchaser pursuant to the terms of this
  Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | Associate means with respect to any Person (a) any
      other Person of which such Person is an officer, director or partner or
      is, directly or indirectly, the beneficial owner of ten percent (10%) or
      more of any class of equity securities issued by such other Person, (b)
      any trust or other estate in which such Person has a ten percent (10%) or
      more beneficial interest or as to which such Person serves as trustee or
      in a similar fiduciary capacity, and (c) any relative
or                                                                                                                                                                                                       

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- 3 -

| |     | spouse of such Person, or any relative of such spouse who
      has the same home as such Person or who is a director or officer of such
      Person or any Affiliate thereof;                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | BC Act means the British Columbia Securities
  Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | BCI 51-509 means British Columbia Instrument 51-509 
      Issuers Quoted in the U.S. Over-the-Counter Markets, as adopted by the
      British Columbia Securities Commission;                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | BC Legend means the restrictive legend specified in BCI
      51-509;                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | Business means the business as heretofore or currently
      conducted by the Target;                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | Business Day means a day other than a Saturday, Sunday
      or other day on which commercial banks in British Columbia, Canada or the
      Cayman Islands are authorized or required by law to close;                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | Certificate has the meaning set forth in Section
      2.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | Closing means the closing of the Transaction pursuant
      to the terms of this Agreement on the Closing Date;                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (n) | Closing Date means January 28, 2011;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | Consideration Shares means, collectively, the 4,788,935
      fully paid and non-assessable Purchaser Shares to be issued to the
      Shareholders on the Closing Date;                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | Contracts means all contracts, agreements, options,
      leases, licences, sales and purchase orders, commitments and other
      instruments of any kind, whether written or oral, to which the Target is a
      party on the Closing Date;                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (q) | Damages means all demands, claims, actions, causes of
      action, assessments, losses, damages, costs, expenses, liabilities,
      judgments, awards, fines, sanctions, penalties, charges and amounts paid
      in settlement (net of insurance proceeds actually received), including (i)
      interest on cash disbursements in respect of any of the foregoing and (ii)
      reasonable costs, fees and expenses of attorneys, accountants and other
      agents of, or other Persons retained by, such Person;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | Disclosure Statement means the Disclosure Statement of
      the Target to be signed and dated by the Target and delivered by the
      Target to the Purchaser at the Closing;                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | Encumbrances means any lien, claim, charge, pledge,
      hypothecation, security interest, mortgage, title retention agreement,
      option or encumbrance of any nature or kind whatsoever, other than: (i)
      statutory liens for Taxes not yet due and payable and (ii) such
      imperfections of title, easements and encumbrances, if any, that will not
      result in a Material Adverse Effect;                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (t) | Exchange Act means the United States Securities
      Exchange Act of 1934, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 4 -

| | (u)  | GAAP means United States generally accepted accounting
      principles, applied on a consistent basis with prior years;                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)  | Governmental Body means any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (w)  | Legal Requirement means any federal, state, provincial,
      local, municipal, foreign, international, multinational, or other
      administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute or treaty;                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (x)  | Liabilities means, with respect to any Person, any
      liability or obligation of such Person of any kind, character or
      description, whether known or unknown, absolute or contingent, accrued or
      unaccrued, liquidated or unliquidated, secured or unsecured, joint or
      several, due or to become due, vested or unvested, determined,
      determinable or otherwise and whether or not the same is required to be
      accrued on the financial statements of such Person;             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (y)  | Lien means, with respect to any asset, any mortgage,
      assignment, trust or deemed trust (whether contractual, statutory or
      otherwise arising), title defect or objection, lien, pledge, charge,
      security interest, hypothecation, restriction, Encumbrance or charge of
      any kind in respect of such asset;                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (z)  | Losses means any and all demands, claims, actions or
      causes of action, assessments, losses, damages, liabilities, costs and
      expenses, including, without limitation, interest, penalties, fines and
      reasonable attorneys, accountants and other professional fees and
      expenses, but excluding any indirect, consequential or punitive damages
      suffered by the Purchaser, the Target, or the Shareholder, including
      damages for lost profits or lost business opportunities;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (aa) | Material Contracts means those subsisting commitments,
      contracts, instruments, leases and other agreements, oral or written,
      entered into by the Target, by which the Target is bound or to which it or
      its respective assets are subject which have total payment obligations on
      the part of the Target which exceed $5,000 or are for a term of or in
      excess of one (1) year;                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (bb) | Material Adverse Effect, when used in connection with
      an entity, means any change, event, violation, inaccuracy, circumstance or
      effect that is materially adverse to the business, assets (including
      intangible assets), Liabilities, capitalization, ownership, financial
      condition or results of operations of such entity and all of its
      Affiliates, taken as a whole, other than any change, event, circumstance
      or effect to the extent resulting from               

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- 5 -

| |      | (A) the announcement of the execution of this Agreement
      and the transactions contemplated hereby, (B) changes in legal or
      regulatory conditions generally affecting the Business, except that any
      change, effect, event or occurrence described in this subsection (B) will
      be considered in determining whether there has been, or will be, a
      Material Adverse Effect if the same disproportionately affects the Target
      or the Business, (C) changes or effects that generally affect the
      Business, (D) changes in general economic conditions or (E) changes in
      GAAP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (cc) | Material Interest has the meaning set forth in Section
      1.1(pp);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (dd) | Order means any award, decision, injunction, judgment,
      order, ruling, subpoena or verdict entered, issued, made or rendered by
      any court, administrative agency or other Governmental Body or authority
      or by any arbitrator;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ee) | Organizational Documents means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ff) | Permitted Liens means (i) Liens for Taxes or
      governmental assessments, charges or claims the payment of which is not
      yet due, or for Taxes the validity of which is being contested in good
      faith by appropriate proceedings; (ii) statutory Liens of landlords and
      Liens of carriers, warehousemen, mechanics, materialmen and other similar
      Persons and other Liens imposed by Applicable Laws incurred in the
      ordinary course of business for sums not yet delinquent or being contested
      in good faith; (iii) Liens relating to deposits made in the ordinary
      course of business in connection with workers compensation, unemployment
      insurance and other types of social security or to secure the performance
      of leases, trade contracts or other similar agreements; (iv) Liens and
      Encumbrances specifically identified in the balance sheet included in the
      Target Financial Statements; (v) Liens securing executory obligations
      under any lease that constitutes an operating lease under GAAP; and (vi)
      other Liens set forth in the Disclosure Statement, provided, however,
      that, with respect to each of clauses (i) through (v), to the extent that
      any such Encumbrance or Lien arose prior to the date of the balance sheet
      included in the Target Financial Statements and relates to, or secures the
      payment of, a Liability that is required to be accrued under GAAP, such
      Encumbrance or Lien shall not be a Permitted Lien unless adequate accruals
      for such Liability have been established therefor on such balance sheet in
      conformity with GAAP;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (gg) | Person includes an individual, corporation, body
      corporate, partnership, joint venture, association, trust or
      unincorporated organization or any trustee, executor, administrator or
      other legal representative thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (hh) | Premises means those premises that have been occupied
      or used, or are occupied or used, by the Target in connection with the
      Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii) | Proceeding means any action, arbitration, audit,
      hearing, investigation, litigation or suit (whether civil, criminal,
      administrative, investigative or informal) commenced, brought, conducted
      or heard by or before, or otherwise involving, any Governmental Body or
      arbitrator;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 6 -

| | (jj) | Purchaser Accounting Date has the meaning set forth in
      Section 5.11;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (kk) | Purchaser Disclosure Statement has the meaning set
      forth in Article 5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ll) | Purchaser SEC Documents has the meaning set forth in
      Section 5.10;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (mm) | Purchaser Shares means the common shares in the capital
      stock of the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (nn) | Purchasers Solicitors means the law firm of Clark
      Wilson LLP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (oo) | Regulation S means Regulation S promulgated under the
      Securities Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (pp) | Related Party means, with respect to a particular
      individual:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | with respect to a specified Person other than an
      individual:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | For purposes of this definition, (a) the Family of an
      individual includes (i) the individual; (ii) the individuals spouse;
      (iii) any other natural person who is related to the individual or the
      individuals spouse within the second degree; and (iv) any other natural
      person who resides with such individual, and (b) Material Interest means
      direct or indirect beneficial ownership (as defined in Rule 13d-3 under
      the Exchange Act) of voting securities or other voting interests
      representing at least twenty percent (20%) of the outstanding voting power
      of a Person or equity securities or other equity interests representing at
      least twenty percent (20%) of the outstanding equity securities or equity
      interests in a Person;

---

- 7 -

| | (qq) | SEC means the United States Securities and Exchange
      Commission;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (rr) | Securities Act means the United States Securities Act
      of 1933, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ss) | Shares means the 4,789,035common shares in the capital
      of the Target owned by the Shareholder, being all of the issued and
      outstanding shares in the capital of the Target;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (tt) | Target Financial Statements means audited financial
      statements for the Target for the two fiscal years ended April 30, 2011
      (the Accounting Date), and the comparative fiscal years, together with
      related statements of income, cash flows, and changes in shareholders
      equity for the fiscal years then ended, all prepared in accordance with
      GAAP and, with respect to the audited financial statements, audited by an
      independent auditor registered with the Public Company Accounting
      Oversight Board;                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (uu) | Tax means any tax (including any income tax, capital
      gains tax, value-added tax, sales tax, property tax, gift tax or estate
      tax), levy, assessment, tariff, duty (including any customs duty),
      deficiency or other fee, and any related charge or amount (including any
      fine, penalty, interest or addition to tax), imposed, assessed or
      collected by or under the authority of any Governmental Body or payable
      pursuant to any tax-sharing agreement or any other contract relating to
      the sharing or payment of any such tax, levy, assessment, tariff, duty,
      deficiency or fee;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (vv) | Tax Return means any return (including any information
      return), report, statement, schedule, notice, form or other document or
      information filed with or submitted to, or required to be filed with or
      submitted to, any Governmental Body in connection with the determination,
      assessment, collection or payment of any Tax or in connection with the
      administration, implementation or enforcement of or compliance with any
      Legal Requirement relating to any Tax;                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ww) | Transaction means the acquisition by the Purchaser of
      the Shares from the Shareholder in exchange for the issuance of the
      Consideration Shares to the Shareholder;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xx) | Transaction Documents has the meaning set forth in
      Section 3.4; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (yy) | U.S. Person has the meaning ascribed thereto in
      Regulation S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

1.2               
Schedule

The following are the schedules to this Agreement:

| | Schedule A |  | Allocation of Purchasers Shares among the
| | ------------ | - | ------------------------------------------
| |              |   | Shareholders                              
| | Schedule B |  | Certificate of Non-U.S. Shareholder       

1.3               
Interpretation

For the purposes of this Agreement, except as otherwise
expressly provided herein:

| | (a) | all references in this Agreement to a designated Article,
      Section, subsection, paragraph or other subdivision, or to a Schedule, is
      to the designated Article, section, subsection, paragraph or other
      subdivision of, or Schedule to, this Agreement unless otherwise
      specifically stated;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 8 -

| | (b) | the words herein, hereof and hereunder and other
      words of similar import refer to this Agreement as a whole and not to any
      particular Article, clause, subclause or other subdivision or
    Schedule;                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | the singular of any term includes the plural and vice
      versa and the use of any term is equally applicable to any gender and
      where applicable to a body corporate;                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | the word or is not exclusive and the word including
      is not limiting (whether or not non-limiting language such as without
      limitation or but not limited to or other words of similar import are
      used with reference thereto);                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | all accounting terms not otherwise defined in this
      Agreement have the meanings assigned to them in accordance with GAAP,
      applied on a consistent basis with prior years;                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | except as otherwise provided, any reference to a statute
      includes and is a reference to such statute and to the regulations made
      pursuant thereto with all amendments made thereto and in force from time
      to time, and to any statute or regulations that may be passed which have
      the effect of supplementing or superseding such statute or such
      regulations;
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | where the phrase to the best of the knowledge of or
      phrases of similar import are used in this Agreement, it will be a
      requirement that the Person in respect of whom the phrase is used will
      have made such due enquiries as are reasonably necessary to enable such
      Person to make the statement or disclosure;                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | the headings to the Articles and sections of this
      Agreement are inserted for convenience of reference only and do not form a
      part of this Agreement and are not intended to interpret, define or limit
      the scope, extent or intent of this Agreement or any provision
    hereof;                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | any reference to a corporate entity includes and is also
      a reference to any corporate entity that is a successor to such
    entity;                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (j) | the parties acknowledge that this Agreement is the
      product of arms length negotiation between the parties, each having
      obtained its own independent legal advice, and that this Agreement will be
      construed neither strictly for nor strictly against any party irrespective
      of which party was responsible for drafting this Agreement;                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (k) | the representations, warranties, covenants and agreements
      contained in this Agreement will not merge at the Closing and will
      continue in full force and effect from and after the Closing Date for the
      applicable period set out in this Agreement; and                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (l) | unless otherwise specifically noted, all references to
      currency in this Agreement and in the Target Financial Statements are or
      will be to United States Dollars ($). If it is necessary to convert money
      from another currency to United States Dollars, such money will be
      converted using the exchange rates in effect at the date of
  payment.                  

---

- 9 -

ARTICLE 2PURCHASE AND SALE

2.1               
Purchase and Sale of Shares

Subject to the terms and conditions of this Agreement, the
Purchaser irrevocably agrees to purchase the Shares from the Shareholder and the
Shareholder irrevocably agrees to sell, assign and transfer the Shares to the
Purchaser, free and clear of all Encumbrances, on the terms and conditions
herein set forth, in consideration for the issuance by the Purchaser of the
Consideration Shares to the Shareholder, such that, at Closing, the Target will
become a wholly-owned subsidiary of the Purchaser.

2.2               
Consideration

As consideration for the Shares to be acquired by the Purchaser
pursuant to the terms of this Agreement, the Purchaser shall allot and issue the
Consideration Shares to the Shareholder as fully paid and non-assessable
Purchaser Shares.

2.3               
Fractional Securities

Notwithstanding any other provision of this Agreement, no
fractional Consideration Shares will be issued in the Transaction. In lieu of
any such fractional securities, if the Shareholder is entitled to receive a
fractional amount of Consideration Shares, the Shareholder will be entitled to
have such fraction rounded up to the nearest whole number of applicable
Consideration Shares and will receive from the Purchaser a certificate
representing same.

2.4               
Restricted Securities

The Shareholder acknowledges that the Consideration Shares
issued pursuant to the terms and conditions set forth in this Agreement will
have such hold periods as are required under Applicable Securities Laws, and, as
a result, may not be sold, transferred or otherwise disposed of, except pursuant
to an effective registration statement or prospectus, or pursuant to an
exemption from, or in a transaction not subject to, the registration or
prospectus requirements of Applicable Securities Laws and in each case only in
accordance with all Applicable Securities Laws.

2.5               
Exemptions

The Shareholder acknowledges that the Purchaser has advised the
Shareholder that it is issuing the Consideration Shares to the Shareholder under
exemptions from the prospectus and registration requirements of Applicable
Securities Laws and, as a consequence, certain protections, rights and remedies
provided by Applicable Securities Laws, including statutory rights of rescission
or damages, will not be available to the Shareholder. To evidence the
Shareholders eligibility for such exemptions, the Shareholder agrees to deliver
a fully completed and executed Certificate of Non-U.S. Shareholder in the form
attached hereto as Schedule B (the Certificate) to the Purchaser, and agrees
that the representations and warranties set out in the Certificate as executed
by the Shareholder will be true and complete on the Closing Date.

ARTICLE 3REPRESENTATIONS AND WARRANTIES OF THE
TARGET

As of the Closing Date, and except as set forth in the Target
Financial Statements or the Disclosure Statement, or as otherwise provided for
in any certificate or other instrument delivered pursuant to this Agreement, the
Target makes the following representations to the Purchaser and acknowledges and
agrees

---

- 10 -

that the Purchaser is relying upon such representations and
warranties, each of which is qualified in its entirety by the matters described
in the Disclosure Statement, in connection with the execution, delivery and
performance of this Agreement:

3.1               
Organization and Good Standing

The Target is a corporation duly organized, validly existing
and in good standing under the laws of the Province of British Columbia, with
full corporate power, authority and capacity to conduct its business as
presently conducted, to own or use the properties and assets that it purport to
own or use, and to perform all of its obligations under any applicable
contracts. The Target is duly qualified to do business as a foreign corporation
and is in good standing under the laws of each state or other jurisdiction in
which the failure to be so registered would be likely to result in a Material
Adverse Effect on the Target.

3.2               
Capitalization

| | (a) | The authorized capital of the Target consists of
      unlimited common Shares, of which 4,788,935 Shares are issued and
      outstanding as at the date hereof. All of the issued and outstanding
      Shares and other securities of the Target are owned of record and
      beneficially by the Shareholder, free and clear of all Encumbrances. All
      of the outstanding equity securities of the Target have been duly
      authorized and validly issued and are fully paid and non-assessable. None
      of the outstanding equity securities or other securities of the Target, if
      any, were issued in violation of any Applicable Securities Laws or any
      other Legal Requirement. The Target does not own, or have any contract to
      acquire, any equity securities or other securities of any Person or any
      direct or indirect equity or ownership interest in any other
    business.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | The Shareholder owns and has good marketable title to the
      Shares, as the legal and beneficial owner thereof, free of all
      Encumbrances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

3.3               
Absence of Rights to Acquire Securities

Other than as set out in this Agreement, no Person has any
agreement, right or option, present or future, contingent, absolute or capable
of becoming an agreement, right or option or which with the passage of time or
the occurrence of any event could become an agreement, right or option:

| | (a) | to require the Target to issue any further or other
      shares in its capital or any other security convertible or exchangeable
      into shares in its capital or to convert or exchange any securities into
      or for shares in the capital of the Target;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                   
| | (b) | for the issue or allotment of any unissued shares in the
      capital of the Target;                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                   
| | (c) | to require the Target to purchase, redeem or otherwise
      acquire any of the issued and outstanding shares in the capital of the
      Target; or                                                                                                              
| |     |                                                                                                                                                                                                                                                                   
| | (d) | to acquire the Shares or any of
them.                                                                                                                                                                                                                             

3.4               
Authority

The Target has all requisite corporate power and authority to
execute and deliver this Agreement and any other documents contemplated by this
Agreement (collectively, the Transaction Documents) to be signed by the Target
and to perform its respective obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of each of the
Transaction Documents by the Target and the consummation of the transactions
contemplated hereby have been duly authorized by

---

- 11 -

the board of directors of the Target. No other corporate or
shareholder proceedings on the part of the Target is necessary to authorize such
documents or to consummate the transactions contemplated hereby. This Agreement
has been, and the other Transaction Documents when executed and delivered by the
Target as contemplated by this Agreement will be, duly executed and delivered by
the Target and this Agreement is, and the other Transaction Documents when
executed and delivered by the Target as contemplated hereby will be, valid and
binding obligations of the Target, enforceable in accordance with their
respective terms except:

| | (a) | as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors rights generally;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                    
| | (b) | as limited by laws relating to the availability of
      specific performance, injunctive relief or other equitable remedies;
      and                                            
| |     |                                                                                                                                                                                    
| | (c) | as limited by public policy.                                                                                                                                                       

3.5               
No Conflict

Except as set out in the Disclosure Statement, neither the
execution and delivery of this Agreement nor the consummation or performance of
any of the transactions contemplated herein will, directly or indirectly (with
or without notice or lapse of time or both):

| | (a) | contravene, conflict with, or result in a violation of
      any provision of the Organizational Documents of the Target, or any
      resolution adopted by the board of directors of the Target or the
      Shareholder;                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | contravene, conflict with, or result in a violation of,
      or give any Governmental Body or other Person the right to challenge any
      of the transactions contemplated herein or to exercise any remedy or
      obtain any relief under, any Legal Requirement or any Order to which the
      Target, or any of its respective assets, may be subject;                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | contravene, conflict with, or result in a violation of
      any of the terms or requirements of, or give any Governmental Body the
      right to revoke, withdraw, suspend, cancel, terminate or modify, any
      governmental authorization that is held by the Target or that otherwise
      relates to the Business of, or any of the assets owned or used by, the
      Target;
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | cause the Purchaser or the Target to become subject to,
      or to become liable for the payment of, any Tax;                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | cause any of the assets owned by the Target to be
      reassessed or revalued by any taxing authority or other Governmental
      Body;                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | contravene, conflict with, or result in a violation or
      breach of any provision of, or give any Person the right to declare a
      default or exercise any remedy under, or to accelerate the maturity or
      performance of, or to cancel, terminate, or modify, any Material
      Contract;                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (g) | result in the imposition or creation of any Encumbrance
      upon or with respect to any of the assets owned or used by the Target;
      or                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (h) | require the Target to obtain any consent from any Person
      in connection with the execution and delivery of this Agreement or the
      consummation or performance of any of the transactions contemplated
      herein.                                                                                                                                                          

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- 12 -

3.6               
Financial Statements

| | (a) | The Target has, or will prior to closing have, delivered
      the Target Financial Statements to the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | The Target Financial Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | All material financial transactions of the Target have
      been accurately recorded in the books and records of the Target and such
      books and records fairly present the financial position and the affairs of
      the Target.                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | Other than the costs and expenses incurred in connection
      with the negotiation and consummation of the transactions contemplated
      herein, the Target has no material Liabilities or obligations, net of
      cash, either direct or indirect, matured or unmatured, absolute,
      contingent or otherwise, that exceed $5,000, which:                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | Except to the extent reflected or reserved against in the
      Target Financial Statements or incurred subsequent to the Accounting Date
      in the ordinary and usual course of the business of the Target, the Target
      does not have any outstanding indebtedness or any Liabilities or
      obligations (whether accrued, absolute, contingent or otherwise), and any
      Liabilities or obligations incurred in the ordinary and usual course of
      business since the Accounting Date have not had a Material Adverse Effect
      on the Target.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | Since the Accounting Date, there have not been:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 13 -

| | (g) | Since the Accounting Date, and other than as contemplated
      by this Agreement, the Target has not:
| | --- | ------------------------------------------------------------------------------------------------------
| |     |                                                                                                       
| |     | (i)                                                                                                   
| |     |                                                                                                       
| |     | (ii)                                                                                                  
| |     |                                                                                                       
| |     | (iii)                                                                                                 
| |     |                                                                                                       
| |     | (iv)                                                                                                  
| |     |                                                                                                       
| |     | (v)                                                                                                   
| |     |                                                                                                       
| |     | (vi)                                                                                                  
| |     |                                                                                                       
| |     | (vii)                                                                                                 
| |     |                                                                                                       
| |     | (viii)                                                                                                
| |     |                                                                                                       
| |     | (ix)                                                                                                  
| |     |                                                                                                       
| |     | (x)                                                                                                   
| |     |                                                                                                       
| |     | (xi)                                                                                                  
| |     |                                                                                                       
| |     | (xii)                                                                                                 
| |     |                                                                                                       
| |     | (xiii)                                                                                                

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- 14 -

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | made any increase in, or any addition to, other benefits
      to which any of its employees or directors may be entitled;                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                 
| |     | (xiv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | adopted, or increased the payments to or benefits under,
      any profit sharing, bonus, deferred compensation, savings, insurance,
      pension, retirement, or other employee benefit plan for or with any
      employees of the Target; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                 
| |     | (xv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | authorized or agreed or otherwise have become committed
      to do any of the foregoing.                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                 
| | (h) | The Target has no guarantees, indemnities or contingent
      or indirect obligations with respect to the Liabilities or obligations of
      any other Person including any obligation to service the debt of or
      otherwise acquire an obligation of another Person or to supply funds to,
      or otherwise maintain any working capital or other balance sheet condition
      of any other Person.                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                 
| | (i) | The Target is not a party to, bound by or subject to any
      indenture, mortgage, lease, agreement, license, permit, authorization,
      certification, instrument, statute, regulation, order, judgment, decree or
      law that would be violated or breached by, or under which default would
      occur or which could be terminated, cancelled or accelerated, in whole or
      in part, as a result of the execution and delivery of this Agreement or
      the consummation of any of the transactions provided for in this
      Agreement.

3.7               
Subsidiaries

The Target has no subsidiaries.

3.8               
**Books and Records**

The books of account, minute books, stock record books, and
other records of the Target are complete and correct and have been maintained in
accordance with sound business practices, including the maintenance of an
adequate system of internal controls. The minute books of the Target contain
accurate and complete records of all meetings held, and corporate action taken
by, the respective shareholders, board of directors, and committees of the board
of directors of the Target, and no meeting of any such shareholders, board of
directors, or committee has been held for which minutes have not been prepared
and are not contained in such minute books. At the Closing, all of those books
and records will be in the possession of the Target.

3.9               
Title to Personal Property and Encumbrances

The Target possesses, and has good and marketable title to all
personal property necessary for the continued operation of the Business as
presently conducted and as represented to the Purchaser, including all assets
reflected in the Target Financial Statements or acquired since the Accounting
Date. All such property is in reasonably good operating condition (normal wear
and tear excepted), and is reasonably fit for the purposes for which such
property is presently used. All material equipment, furniture, fixtures and
other tangible personal property and assets owned or leased by the Target is
owned by the Target free and clear of all Encumbrances, except as disclosed in
the Disclosure Statement.

3.10               
**Title to Real Property and Encumbrances**

The Target possesses, and has good and marketable title to all
real property and leaseholds or other such interests necessary for the continued
operation of the Business as presently conducted and as represented

---

- 15 -

to the Purchaser, including all assets reflected in the Target
Financial Statements or acquired since the Accounting Date. All such property is
in reasonably good operating condition (normal wear and tear excepted), and is
reasonably fit for the purposes for which such property is presently used. All
material real property and leaseholds are owned or leased by the Target free and
clear of all Encumbrances, except as disclosed in the Disclosure Statement. The
Target has delivered or made available, or will make available on request, to
the Purchaser copies of the deeds and other instruments (as recorded) by which
the Target acquired such real property and interests, and copies of all title
insurance policies, opinions, abstracts and surveys in the possession of the
Target and relating to such property or interests.

3.11               
**Accounts Receivable**

All accounts receivable of the Target that are reflected on the
balance sheet included in the Target Financial Statements or on the accounting
records of the Target as of the Closing Date (collectively, the Accounts
Receivable) have been recorded by the Target in accordance with its usual
accounting practices consistent with prior periods and represent or will
represent valid obligations arising from sales actually made or services
actually performed in the ordinary course of business. To the best of the
knowledge of the Shareholder, the Accounts Receivable are or will be as of the
Closing Date current and collectible net of the respective reserves shown on the
balance sheet included in the Target Financial Statements or on the accounting
records of the Target. The reserve taken for doubtful or bad debtor accounts is
adequate based on the past experience of the Target and is consistent with the
accounting procedures used in previous fiscal periods. There is nothing which
would indicate that such reserves are not adequate or that a higher reserve
should be taken. There is no contest, claim, or right of set-off, other than
returns in the ordinary course of business, under any contract with any obligor
of an Account Receivable relating to the amount or validity of such Account
Receivable. The Disclosure Statement contains a complete and accurate list of
all Accounts Receivable as of the date of the Financial Statements, which list
sets forth the aging of such Accounts Receivable.

3.12               
**Material Contracts**

The Target has made available all the present outstanding
Material Contracts entered into by the Target in the course of carrying on the
Business. Except as listed in the Disclosure Statement, the Target is not party
to or bound by any other Material Contract, whether oral or written, and the
contracts and agreements are all valid and subsisting, in full force and effect
and unamended, no material default or violation exists in respect thereof on the
part of the Target or, to the best of the knowledge of the Target, on the part
of any of the other parties thereto. The Target is not aware of any intention on
the part of any of the other parties thereto to terminate or materially alter
any such contracts or agreements or any event that with notice or the lapse of
time, or both, will create a material breach or violation thereof or default
under any such contracts or agreements. To the best knowledge of the Target, the
continuation, validity, and effectiveness of each Material Contract will in no
way be affected by the consummation of the transactions contemplated by this
Agreement. There exists no actual or threatened termination, cancellation, or
limitation of, or any amendment, modification, or change to any Material
Contract.

3.13               
Tax Matters

| | (a) | The Target has filed or caused to be filed all Tax
      Returns that are or were required to be filed by or with respect to it,
      either separately or as a member of a group of corporations, pursuant to
      all applicable statutes and other Legal Requirements. The Target has made
      available to the Purchaser copies of all such Tax Returns filed by the
      Target. Except as described in the Disclosure Statement, the Target has
      not given or been requested to give waivers or extensions (or is or would
      be subject to a waiver or extension given by any other Person) of any
      statute of limitations relating to the payment by the Target or for which
      the Target may be liable.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 16 -

| | (b) | All Taxes that the Target is or was required to withhold
      or collect have been duly withheld or collected and, to the extent
      required, have been paid to the proper Governmental Body or other
      Person.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | All Tax Returns filed by (or that include on a
      consolidated basis) the Target are true, correct, and complete. There is
      no tax sharing agreement that will require any payment by the Target after
      the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | The Target has paid all Taxes that have become or are due
      with respect to any period ended on or prior to the date hereof and has
      established an adequate reserve therefore in the Target Financial
      Statements for those Taxes not yet due and payable, except for (i) any
      Taxes the non-payment of which will not have a Material Adverse Effect on
      the Target, and (ii) such Taxes, if any, as are listed in the Disclosure
      Statement and are being contested in good faith and as to which adequate
      reserves (determined in accordance with GAAP) have been provided in the
      Target Financial Statements.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | The Target is not presently under, or has received notice
      of, any contemplated investigation or audit by any regulatory or
      government agency or body or any foreign or state taxing authority
      concerning any fiscal year or period ended prior to the date
  hereof.                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | The Target Financial Statements contain full provision
      for all Taxes including any deferred Taxes that may be assessed to the
      Target.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

3.14               
No Agents

The Target warrants to the Purchaser that no broker, agent or
other intermediary has been engaged by any of the Target in connection with the
transactions contemplated hereby and, consequently, no commission is payable or
due to a third party from the Target.

3.15               
Consents

Except as set forth in the Disclosure Statement, no
authorization, approval, order, license, permit or consent of any Governmental
Body, regulatory body, agency, other authority or any Person, including any
governmental department, commission, bureau, board or administrative agency or
court, and no registration, declaration or filing by the Target with any such
Governmental Body, regulatory body or agency or court is required in order for
the Target to:

| | (a) | consummate the transactions contemplated by this
      Agreement;                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                        
| | (b) | execute and deliver all of the documents and instruments
      to be delivered by the Shareholder under this Agreement;
| |     |                                                                                                                        
| | (c) | duly perform and observe the terms and provisions of this
      Agreement; or                                          
| |     |                                                                                                                        
| | (d) | render this Agreement legal, valid, binding and
      enforceable.                                                     

3.16               
Compliance with Legal Requirements

Except as set forth in the Disclosure Statement:

| | (a) | the Target is, and at all times has been, in full
      compliance with all of the terms and requirements of each governmental
      authorization required for the operation of the
Business;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 17 -

| | (b) | no event has occurred or circumstance exists that may
      (with or without notice or lapse of time) constitute or result directly or
      indirectly in a violation of or a failure to comply with any term or
      requirement of any governmental authorization required for the operation
      of the Business or may result directly or indirectly in the revocation,
      withdrawal, suspension, cancellation, or termination of, or any
      modification to, any governmental authorization required for the operation
      of the Business;       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | the Target has not received, except as set forth in the
      Disclosure Statement, any notice or other communication (whether oral or
      written) from any Governmental Body or any other Person regarding any
      actual, alleged, possible, or potential violation of or failure to comply
      with any term or requirement of any governmental authorization, or any
      actual, proposed, possible, or potential revocation, withdrawal,
      suspension, cancellation, termination of, or modification to any
      governmental authorization; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | all applications required to have been filed for the
      renewal of the governmental authorizations required for the operation of
      the Business have been duly filed on a timely basis with the appropriate
      Governmental Bodies, and all other filings required to have been made with
      respect to such governmental authorizations have been duly made on a
      timely basis with the appropriate Governmental
Bodies.                                                                                                                        

3.17               
Legal Proceedings

| | (a) | Other than as set forth in the Disclosure Statement,
      there is no pending Proceeding:                                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                 
| | (b) | To the knowledge of the Target and the Shareholder, no
      Proceeding has been threatened, and no event has occurred or circumstance
      exists that may give rise to or serve as a basis for the commencement of
      any such Proceeding.
| |     |                                                                                                                                                                                                                                                 
| | (c) | Except as set forth in the Disclosure
Statement:                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                            

3.18               
Insurance

| | (a) | Except as set forth in the Disclosure Statement, all
      insurance policies to which the Target a party or that provides coverage
      to the Target, or to any director or officer of the Target:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                 

---

- 18 -

| | (iii) | taken together, provide adequate insurance coverage for
      the assets and the operations of the Target for all risks normally insured
      against by a Person carrying on the same business as the Target;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                
| | (iv)  | are sufficient for compliance with all Legal Requirements
      and contracts to which the Target is a party or by which is
  bound;                                                                           
| |       |                                                                                                                                                                                                                
| | (v)   | will continue in full force and effect following the
      consummation of the transactions contemplated herein; and                                                                                           
| |       |                                                                                                                                                                                                                
| | (vi)  | do not provide for any retrospective premium adjustment
      or other experienced- based liability on the part of the
  Target.                                                                               

| | (b) | The Target has not received (a) any refusal of coverage
      or any notice that a defense will be afforded with reservation of rights,
      or (b) any notice of cancellation or any other indication that any
      insurance policy is no longer in full force or effect or will not be
      renewed or that the issuer of any policy is not willing or able to perform
      its obligations thereunder.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | The Target has paid all premiums due, and has otherwise
      performed all of its respective obligations, under each policy to which
      the Target is a party or that provides coverage to the Target or any
      director thereof.                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | The Target has given prompt notice to its insurers of all
      claims or possible claims that may be insured by any of its respective
      policies.                                                                                                                                                                                                                                                        

3.19               
Indebtedness to Target

Except for (i) the payment of salaries and reimbursement for
out-of-pocket expenses in the ordinary and usual course, or (ii) amounts
disclosed in the Disclosure Statement or the Target Financial Statements, the
Target is not indebted to the Shareholder, any Related Party of the Shareholder
or any directors, officers or employees of the Target, on any account
whatsoever.

3.20               
Certain Payments

Since the Accounting Date, neither the Target nor any director,
officer, agent, or employee of the Target, nor any other Person associated with
or acting for or on behalf of the Target, has directly or indirectly:

| | (a) | made any contribution, gift, bribe, rebate, payoff,
      influence payment, kickback, or other payment to any Person, private or
      public, regardless of form, whether in money, property, or
  services:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                               
| | (b) | established or maintained any fund or asset that has not
      been recorded in the books and records of the
Target                                                                                           

---

- 19 -

3.21               
Undisclosed Information

| | (a) | The Target does not have any specific information
      relating to the Target which is not generally known or which has not been
      disclosed to the Purchaser and which could reasonably be expected to have
      a Material Adverse Effect on the Target.                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (b) | No representation or warranty of the Target in this
      Agreement and no statement in the Disclosure Statement omits to state a
      material fact necessary to make the statements herein or therein, in light
      of the circumstances in which they were made, not
  misleading.

3.22               
Intellectual Property

The Target does not hold any intellectual property assets.

3.23               
Other Representations

All statements contained in any certificate or other instrument
delivered by or on behalf of the Target pursuant hereto or in connection with
the transactions contemplated by this Agreement will be deemed to be
representations and warranties of the Target hereunder.

3.24               
Survival

With the exception of the representations and warranties of the
Target set forth in Sections 3.2 and 3.4 hereto, the representations and
warranties of the Target hereunder will not survive the Closing.

3.25               
**Reliance**

The Target and the Shareholder acknowledge and agree that the
Purchaser has entered into this Agreement relying on the warranties and
representations and other terms and conditions contained in this Agreement,
notwithstanding any independent searches or investigations that have been or may
be undertaken by or on behalf of the Purchaser, and that no information which is
now known or should be known or which may hereafter become known by the
Purchaser or its officers, directors or professional advisers, on the Closing
Date, will limit or extinguish the right to indemnification hereunder.

ARTICLE 4REPRESENTATIONS, WARRANTIES AND
ACKNOWLEDGEMENTS OFSHAREHOLDER

4.1               
The Shareholder acknowledges, represents and warrants to the Purchaser, and
acknowledges that the Purchaser is relying upon such acknowledgements,
representations and warranties in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on
behalf of the Purchaser, as follows:

| | (a) | the Shareholder is the registered and beneficial owner of
      the Shares free and clear of all Encumbrances, and the Shareholder has no
      interest, legal or beneficial, direct or indirect, in any other shares of,
      or the assets or business of, the Target, except as previously disclosed
      to the Purchaser; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                      
| | (b) | the Shareholder has the power and capacity and good and
      sufficient right and authority to enter into this Agreement on the terms
      and conditions herein set forth and to transfer the beneficial title and
      ownership of the Shares to the Purchaser.                                                                

---

- 20 -

4.2               
Except as provided for in this Agreement, the Shareholder is agreeing to waive
all rights held by the Shareholder under prior agreements, including shareholder
agreements, pertaining to the Shares and the Shareholder will remise, release
and forever discharge the Purchaser and its respective directors, officers,
employees, successors, solicitors, agents and assigns from any and all
obligations to the Shareholder under any such prior agreements.

4.3               
The representations and warranties of the Shareholder hereunder will survive the
Closing and the issuance of the Consideration Shares and, notwithstanding the
Closing and the issuance of the Consideration Shares or the waiver of any
condition by the Purchaser, the representations, warranties, covenants and
agreements of the Target will (except where otherwise specifically provided in
this Agreement) survive the Closing and will continue in full force and effect
indefinitely.

ARTICLE 5REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER

As of the Closing Date and except as set forth in the
disclosure statement signed and dated by the Purchaser and delivered by the
Purchaser to the Target at Closing (the Purchaser Disclosure Statement) or as
otherwise provided for in any certificate or other instrument delivered pursuant
to this Agreement, the Purchaser makes the following representations to the
Target, and the Purchaser acknowledges that the Target is relying upon such
representations and warranties, each of which is qualified in its entirety by
the matters described in the Purchaser Disclosure Statement, in connection with
the execution, delivery and performance of this Agreement, as follows:

5.1               
Organization and Good Standing

The Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
incorporation, with full corporate power, authority and capacity to conduct its
business as presently conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under any applicable
contracts. The Purchaser is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification.

5.2               
Capitalization

The entire authorized capital stock of the Purchaser consists
of 400,000,000 Purchaser Shares with a par value of $0.001 per share and
100,000,000 preferred shares with a par value of $0.001 per share of which
51,313,366 Purchaser Shares are currently issued and outstanding and no
preferred shares are currently outstanding. Except as set out in this Agreement
and the Purchaser Disclosure Statement, there are no outstanding options,
warrants, subscriptions, conversion rights, or other rights, agreements, or
commitments obligating the Purchaser to issue any additional Purchaser Shares,
or any other securities convertible into, exchangeable for, or evidencing the
right to subscribe for or acquire from the Purchaser any Purchaser Shares. There
are no agreements purporting to restrict the transfer of any of the issued and
outstanding Purchaser Shares, no voting agreements, shareholders agreements,
voting trusts, or other arrangements restricting or affecting the voting of any
of the Purchaser Shares to which the Purchaser is a party or of which the
Purchaser is aware.

5.3               
**Authority**

The Purchaser has all requisite corporate power and authority
to execute and deliver the Transaction Documents to be signed by the Purchaser
and to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of each of the Transaction
Documents by

---

- 21 -

the Purchaser and the consummation of the transactions
contemplated hereby have been duly authorized by the board of directors of the
Purchaser. No other corporate or shareholder proceedings on the part of the
Purchaser are necessary to authorize such documents or to consummate the
transactions contemplated hereby. This Agreement has been, and the other
Transaction Documents when executed and delivered by the Purchaser as
contemplated by this Agreement will be, duly executed and delivered by the
Purchaser and this Agreement is, and the other Transaction Documents when
executed and delivered by the Purchaser as contemplated hereby will be, valid
and binding obligations of the Purchaser enforceable in accordance with their
respective terms except:

| | (a) | as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors rights generally;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                     
| | (b) | as limited by laws relating to the availability of
      specific performance, injunctive relief of other equitable remedies;
      and                                             
| |     |                                                                                                                                                                                     
| | (c) | as limited by public policy.                                                                                                                                                        

5.4               
Validity of Consideration Shares Issuable upon the Transaction

The Consideration Shares to be issued to the Shareholder at
Closing will, upon issuance, have been duly and validly authorized and, the
Consideration Shares when so issued in accordance with the terms of this
Agreement, will be duly and validly issued, fully paid and non-assessable.

5.5               
Non-Contravention

Neither the execution, delivery and performance of this
Agreement, nor the consummation of the transactions contemplated herein,
will:

| | (a) | conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any Lien, security interest, charge or
      Encumbrance upon any of the material properties or assets of the Purchaser
      under any term, condition or provision of any loan or credit agreement,
      note, debenture, bond, mortgage, indenture, lease or other agreement,
      instrument, permit, license, judgment, Order, decree, statute, law,
      ordinance, rule or regulation applicable to the Purchaser or its material
      property or assets;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | violate any provision of the Organizational Documents of
      the Purchaser or any Applicable Laws; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | violate any Order, writ, injunction, decree, statute,
      rule, or regulation of any court or Governmental Body applicable to the
      Purchaser or any of its material property or
assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

5.6               
Corporate Records of the Purchaser

The corporate records of the Purchaser, as required to be
maintained by it pursuant to the laws of the Cayman Islands, are accurate,
complete and current in all material respects, and the minute books of the
Purchaser are, in all material respects, correct and contain all material
records required by the laws of the Cayman Islands in regards to all
proceedings, consents, actions and meetings of the shareholders and the board of
directors of the Purchaser.

---

- 22 -

5.7               
Actions and Proceedings

Except as disclosed in the Purchaser SEC Documents, to the best
knowledge of the Purchaser, there is no basis for and there is no claim, charge,
arbitration, grievance, action, suit, judgment, demand, investigation or
Proceeding by or before any court, arbiter, administrative agency or other
Governmental Body now outstanding or pending or, to the best knowledge of the
Purchaser, threatened against or affecting the Purchaser which involves any of
the business, property or assets of the Purchaser that, if adversely resolved or
determined, would have a Material Adverse Effect on the Purchaser. There is no
reasonable basis for any claim or action that, based upon the likelihood of its
being asserted and its success if asserted, would have a Material Adverse Effect
on the Purchaser.

5.8               
Compliance

| | (a) | To the best knowledge of the Purchaser, the Purchaser is
      in compliance with, is not in default or violation in any material respect
      under, and has not been charged with or received any notice at any time of
      any material violation of any Applicable Laws related to the business or
      operations of the Purchaser.                                                                                                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | To the best knowledge of the Purchaser, the Purchaser is
      not subject to any judgment, Order or decree entered in any lawsuit or
      Proceeding applicable to its business and operations that would have a
      Material Adverse Effect on the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | The Purchaser has duly filed all reports and returns
      required to be filed by it with Governmental Bodies and has obtained all
      governmental permits and other governmental consents, except as may be
      required after the execution of this Agreement. All of such permits and
      consents are in full force and effect, and no Proceedings for the
      suspension or cancellation of any of them, and no investigation relating
      to any of them, is pending or to the best knowledge of the Purchaser,
      threatened, and none of them will be affected in a material adverse manner
      by the consummation of the Transaction.

5.9               
Filings, Consents and Approvals

No filing or registration with, no notice to and no permit,
authorization, consent, or approval of any public or Governmental Body or any
other Person is necessary for the consummation by the Purchaser of the
transactions contemplated herein or to continue to conduct its business after
the Closing Date in a manner which is consistent with that in which it is
presently conducted.

5.10               
SEC Filings

The Purchaser has furnished or made available to the
Shareholder a true and complete copy of each report, Schedule Bnd registration
statement filed by the Purchaser with the SEC (collectively, and as such
documents have since the time of their filing been amended, the Purchaser SEC
Documents). As of their respective dates, the Purchaser SEC Documents complied
in all material respects with the requirements of the Securities Act, and the
rules and regulations of the SEC thereunder applicable to such Purchaser SEC
Documents. The Purchaser SEC Documents constitute all of the documents and
reports that the Purchaser was required to file with the SEC and the rules and
regulations promulgated thereunder by the SEC. The SEC has not initiated any
inquiry, investigation or Proceeding in respect of the Purchaser and the
Purchaser is not aware of any event and does not have any information which
would result in the SEC initiating an inquiry, investigation or Proceeding or
otherwise affect the registration of the Purchaser Shares.

---

- 23 -

5.11               
Financial Representations

Included with the Purchaser SEC Documents are true, correct,
and complete copies of audited consolidated balance sheets for the Purchaser
dated as of December 31, 2009 and 2008 and unaudited consolidated balance sheets
for the Purchaser for the interim period ended September 30, 2011 (the
Purchaser Accounting Date) and the comparative interim period ended September
30, 2009, together with related statements of income, cash flows, and changes in
shareholders equity for the fiscal years and interim periods then ended
(collectively, the Purchaser Financial Statements). The Purchaser Financial
Statements:

| | (a) | are in accordance with the books and records of the
      Purchaser;                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (b) | present fairly the financial condition of the Purchaser
      as of the respective dates indicated and the results of operations for
      such periods; and
| |     |                                                                                                                                                             
| | (c) | have been prepared in accordance with
  GAAP.                                                                                                               

The Purchaser has not received any advice or notification from
its independent certified public accountants that the Purchaser has used any
improper accounting practice that would have the effect of not reflecting or
incorrectly reflecting in the Purchaser Financial Statements or the books and
records of the Purchaser, any properties, assets, Liabilities, revenues, or
expenses. The books, records and accounts of the Purchaser accurately and fairly
reflect, in reasonable detail, the assets and Liabilities of the Purchaser. The
Purchaser has not engaged in any transaction, maintained any bank account, or
used any funds of the Purchaser, except for transactions, bank accounts and
funds which have been and are reflected in the normally maintained books and
records of the Purchaser.

5.12               
Absence of Undisclosed Liabilities

The Purchaser has no material Liabilities or obligations either
direct or indirect, matured or unmatured, absolute, contingent or otherwise,
other than: (i) payments contemplated by this Agreement to be made by the
Purchaser at Closing, and (ii) reasonable accounting and legal fees of the
Purchaser incurred in connection with the Transaction which are as set out in a
schedule of Liabilities of the Purchaser to be delivered to the Target at the
Closing.

5.13               
Tax Matters

| | (a) | As of the date hereof:                                                                                                                                                                                                                                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | The Purchaser has paid all Taxes that have become or are
      due with respect to any period ended on or prior to the date hereof and
      has established an adequate reserve therefore on its balance sheets for
      those Taxes not yet due and payable, except for any Taxes the non- payment
      of which will not have a Material Adverse Effect on the
  Purchaser.
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | The Purchaser is not presently under and has not received
      notice of, any contemplated investigation or audit by any regulatory or
      government agency or body or any foreign or state taxing authority
      concerning any fiscal year or period ended prior to the date
  hereof.                                                                                   

---

- 24 -

| | (d) | All Taxes required to be withheld on or prior to the date
      hereof from employees for income Taxes, social security Taxes,
      unemployment Taxes and other similar withholding Taxes have been properly
      withheld and, if required on or prior to the date hereof, have been
      deposited with the appropriate Governmental Body.                                                                                                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | To the best knowledge of the Purchaser, the Purchaser
      Financial Statements contain full provision for all Taxes including any
      deferred Taxes that may be assessed to the Purchaser for the accounting
      period ended on the Purchaser Accounting Date or for any prior period in
      respect of any transaction, event or omission occurring, or any profit
      earned, on or prior to the Purchaser Accounting Date or for which the
      Purchaser is accountable up to such date and all contingent Liabilities
      for Taxes have been provided for or disclosed in the Purchaser Financial
      Statements.

5.14               
Absence of Changes

Since the Purchaser Accounting Date, except as disclosed in the
Purchaser SEC Documents and except as contemplated in this Agreement, the
Purchaser has not:

| | (a) | incurred any Liabilities, other than Liabilities incurred
      in the ordinary course of business consistent with past practice, or
      discharged or satisfied any Lien or Encumbrance, or paid any Liabilities,
      other than in the ordinary course of business consistent with past
      practice, or failed to pay or discharge when due any Liabilities of which
      the failure to pay or discharge has caused or will cause any Material
      Adverse Effect to it or any of its assets or properties;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | sold, encumbered, assigned or transferred any material
      fixed assets or properties;                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of the Purchaser to any mortgage, Lien, pledge,
      security interest, conditional sales contract or other Encumbrance of any
      nature whatsoever;                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of the
      Purchaser Shares or redeemed, purchased or otherwise acquired or agreed to
      redeem, purchase or acquire any of the Purchaser Shares;                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | suffered any damage, destruction or loss, whether or not
      covered by insurance, that has had a Material Adverse Effect on its
      business, operations, assets, properties or prospects;                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) | received notice or had knowledge of any actual or
      threatened labour trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have a Material Adverse Effect on its business, operations, assets,
      properties or prospects;                                                                                                                                                                                              

---

- 25 -

| | (i) | made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $5,000;                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (j) | other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be
      entitled;
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (k) | entered into any transaction other than in the ordinary
      course of business consistent with past practice; or                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | agreed, whether in writing or orally, to do any of the
      foregoing.                                                                                                                                                                                                                                                                                                                  

5.15               
Absence of Certain Changes or Events

Since the Purchaser Accounting Date, except as and to the
extent disclosed in the Purchaser SEC Documents, there has not been:

| | (a) | a Material Adverse Effect with respect to the Purchaser;
      or                             
| | --- | ----------------------------------------------------------------------------------------------
| |     |                                                                                               
| | (b) | any material change by the Purchaser in its accounting
      methods, principles or practices.

5.16               
Personal Property

There are no material equipment, furniture, fixtures or other
tangible personal property and assets owned or leased by the Purchaser, except
as disclosed in the Purchaser SEC Documents. The Purchaser possesses, and has
good and marketable title to all property necessary for the continued operation
of the business of the Purchaser as presently conducted and as represented to
the Shareholder. All such property is used in the business of the Purchaser. All
such property is in reasonably good operating condition (normal wear and tear
excepted), and is reasonably fit for the purposes for which such property is
presently used. All material equipment, furniture, fixtures and other tangible
personal property and assets owned or leased by the Purchaser are owned by the
Purchaser free and clear of all Liens, security interests, charges, Encumbrances
and other adverse claims, except as previously disclosed to the Shareholder.

5.17               
Insurance

The assets owned by the Purchaser are insured under various
policies of general product liability and other forms of insurance consistent
with prudent business practices. All such policies are in full force and effect
in accordance with their terms, no notice of cancellation has been received, and
there is no existing default by the Purchaser, or any event which, with the
giving of notice, the lapse of time or both, would constitute a default
thereunder. All premiums to date have been paid in full.

5.18               
Employees and Consultants

To the best knowledge of the Purchaser, no employee of the
Purchaser is in violation of any term of any employment contract, non-disclosure
agreement, non-competition agreement or any other contract or agreement relating
to the relationship of such employee with the Purchaser or any other nature of
the business conducted or to be conducted by the Purchaser.

---

- 26 -

5.19               
Real Property

The Purchaser does not own any real property. Each of the
leases, subleases, claims or other real property interests (collectively, the
Purchaser Leases) to which the Purchaser is a party or is bound, as disclosed
in writing to the Shareholder or as disclosed in the Purchaser SEC Documents, is
legal, valid, binding, enforceable and in full force and effect in all material
respects. All rental and other payments required to be paid by the Purchaser
pursuant to any such Purchaser Leases have been duly paid and no event has
occurred which, upon the passing of time, the giving of notice, or both, would
constitute a breach or default by any party under any of the Purchaser Leases.
The Purchaser Leases will continue to be legal, valid, binding, enforceable and
in full force and effect on identical terms following the Closing Date. The
Purchaser has not assigned, transferred, conveyed, mortgaged, deeded in trust or
encumbered any interest in the Purchaser Leases or the leasehold property
pursuant thereto.

5.20               
Material Contracts and Transactions

Other than as expressly contemplated by this Agreement, there
are no material contracts, agreements, licenses, permits, arrangements,
commitments, instruments or understandings, whether written or oral, express or
implied, contingent, fixed or otherwise, to which the Purchaser is a party (the
Purchaser Contracts), except as previously disclosed to the Shareholder or as
disclosed in the Purchaser SEC Documents. The Purchaser has made available to
the Shareholder each Purchaser Contract. Each Purchaser Contract is in full
force and effect, and there exists no material breach or violation of or default
by the Purchaser under any Purchaser Contract, or any event that with notice or
the lapse of time, or both, will create a material breach or violation thereof
or default under any Purchaser Contract by the Purchaser. To the best knowledge
of the Purchaser, the continuation, validity and effectiveness of each Purchaser
Contract will in no way be affected by the consummation of the Transaction.
There exists no actual or threatened termination, cancellation or limitation of,
or any amendment, modification or change to, any Purchaser Contract.

5.21               
Certain Transactions

Except as previously disclosed to the Shareholder or as
disclosed in the Purchaser SEC Documents, the Purchaser is not a guarantor or
indemnitor of any indebtedness of any Person.

5.22               
Internal Accounting Controls

The Purchaser maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with managements general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with managements general or
specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

5.23               
Listing and Maintenance Requirements

The Purchaser is currently quoted on the OTC Bulletin Board and
has not, in the 12 months preceding the date hereof, received any notice from
the OTC Bulletin Board or FINRA or any trading market on which the Purchaser
Shares are or have been listed or quoted, to the effect that the Purchaser is
not in compliance with the quoting, listing or maintenance requirements of the
OTC Bulletin Board or such other trading market. No securities commission or
other regulatory authority has issued any order preventing or suspending the
trading of the Purchaser Shares or prohibiting the issuance of the

---

- 27 -

Consideration Shares to be delivered hereunder, and, to the
Purchasers knowledge, no Proceedings for such purpose are pending or
threatened.

5.24               
No SEC or FINRA Inquiries

Neither the Purchaser nor any of its past or present officers
or directors is the subject of any formal or informal inquiry or investigation
by the SEC or FINRA. The Purchaser currently does not have any outstanding
comment letters or other correspondences from the SEC or FINRA. The Purchaser
does not reasonably know of any event or have any information which would result
in the SEC or FINRA initiating an inquiry, investigation or Proceeding or
otherwise affect the Purchaser.

5.25               
No Agents

The Purchaser warrants to the Shareholder that no broker, agent
or other intermediary has been engaged by the Purchaser in connection with the
transactions contemplated hereby, and consequently, no commission is payable or
due to a third party from the Purchaser.

5.26               
Undisclosed Information

| | (a) | The Purchaser does not have any specific information
      relating to the Purchaser which is not generally known or which has not
      been disclosed to the Shareholder and which could reasonably be expected
      to have a Material Adverse Effect on the Purchaser.                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                        
| | (b) | To the Purchasers knowledge, no representation or
      warranty of the Purchaser in this Agreement and no statement in the
      Purchaser Disclosure Statement omits to state a material fact necessary to
      make the statements herein or therein, in light of the circumstances in
      which they were made, not misleading.

5.27               
Other Representations

All statements contained in any certificate or other instrument
delivered by or on behalf of the Purchaser pursuant hereto or in connection with
the transactions contemplated by this Agreement will be deemed to be
representations and warranties by the Purchaser hereunder.

5.28               
Survival

With the exception of the representations and warranties of the
Purchaser set forth in Sections 5.2 and 5.3 hereto, the representations and
warranties of the Purchaser hereunder will not survive the Closing.

5.29               
Reliance

The Purchaser acknowledges and agrees that the Target and the
Shareholder have entered into this Agreement relying on the warranties and
representations and other terms and conditions contained in this Agreement,
notwithstanding any independent searches or investigations that have been or may
be undertaken by or on behalf of the Target or the Shareholder, and that no
information which is now known or should be known or which may hereafter become
known by the Target or the Shareholder, or their respective professional
advisers, on the Closing Date, will limit or extinguish the right to
indemnification hereunder.

---

- 28 -

ARTICLE 6CLOSING

6.1               
Closing Date and Location

The transactions contemplated by this Agreement will be
completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of
the Purchasers Solicitors, or at such other location and time as is mutually
agreed to by the Purchaser and the Target. Notwithstanding the location of the
Closing, each party agrees that the Closing may be completed by the exchange of
undertakings between the respective legal counsel for the Purchaser and the
Target, provided such undertakings are satisfactory to each partys respective
legal counsel.

6.2               
Target and Shareholder Closing Documents

On the Closing Date, the Target and the Shareholder will
deliver, or cause to be delivered, to the Purchaser the documents set forth in
Section 7.1 and such other documents as the Purchaser may reasonably require to
perfect the transactions contemplated hereby.

6.3               
Purchaser Closing Documents

On the Closing Date, the Purchaser will deliver, or cause to be
delivered, to the Target the documents set forth in Section 8.1 and such other
documents as the Target may reasonably require to effect the transactions
contemplated hereby.

ARTICLE 7PURCHASERS CONDITIONS
PRECEDENT

7.1               
Purchasers Conditions

The obligation of the Purchaser to complete the transactions
contemplated by this Agreement will be subject to the satisfaction of, or
compliance with, at or before the Closing Date, of the conditions precedent set
forth below. The Closing of the Transaction will be deemed to mean a waiver of
all conditions to Closing. These conditions precedent are for the benefit of the
Purchaser and may be waived by the Purchaser in its discretion:

| | (a) | the representations and warranties of the Target and the
      Shareholder set forth in this Agreement will be true, correct and complete
      in all material respects as of the Closing Date and with the same effect
      as if made at and as of the Closing Date and the Purchaser will have
      received:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                    
| | (b) | approval of the board of directors of the Purchaser and
      the Target being obtained;                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                    
| | (c) | the Target and the Shareholder will have performed and
      complied with all of their respective material obligations, covenants and
      agreements required hereunder;                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                    
| | (d) | this Agreement, the Transaction Documents and all other
      documents necessary or reasonably required to consummate the transactions
      contemplated hereby, all in form and                                                                                                                                 

---

- 29 -

| |     | substance reasonably satisfactory to the Purchaser, will
      have been executed and delivered to the Purchaser;                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | the Purchaser will be reasonably satisfied that its due
      diligence, analysis and other customary examinations that it has performed
      regarding the financial position of and the business of the Target are
      consistent, in all material respects, with the representations and
      warranties of the Target and the Shareholder set forth in this
      Agreement;                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | no injunction or restraining order of any court or
      administrative tribunal of competent jurisdiction will be in effect
      prohibiting the transactions contemplated by this Agreement and no action
      or Proceeding will have been instituted or be pending before any court or
      administrative tribunal to restrain or prohibit the transactions
      contemplated by this Agreement;                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | no claim will have been asserted or made that any Person
      (other than the Purchaser or the Shareholder) is the holder or the
      beneficial owner of, or has the right to acquire or to obtain beneficial
      ownership of, any of the Shares, or any other voting, equity, or ownership
      interest in, the Target, or (other than the Shareholder) is entitled to
      all or any portion of the Consideration Shares;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | no Material Adverse Effect will have occurred with
      respect to the Business or the Shares;                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | all consents, renunciations, authorizations or approvals
      of third parties, which, in the Purchasers reasonable opinion must be
      obtained prior to the Closing in order to give effect to the purchase of
      the Shares and the other transactions contemplated herein, must be
      obtained to the Purchasers satisfaction or in accordance with the
      relevant agreements, covenants or applicable law;       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) | the Purchaser shall have received a copy of the Target
      Financial Statements from the Target and the Purchaser and its accountants
      will be reasonably satisfied with their review of the Target Financial
      Statements; and                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k) | the Purchaser will have received from the Target, the
      following closing documentation:                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                 

7.2               
Waiver/Survival

The conditions set forth in this Article 7 are for the
exclusive benefit of the Purchaser and may be waived by the Purchaser in writing
in whole or in part on or before the Closing Date. Notwithstanding any such
waiver, the completion of the transactions contemplated by this Agreement will
not prejudice or affect in

---

- 30 -

any way the rights of the Purchaser in respect of the
warranties and representations of the Target and the Shareholder in this
Agreement, and the representations and warranties of the Target and the
Shareholder in this Agreement will survive the Closing and issuance of the
Consideration Shares for the applicable period set out in Sections 3.24 and 4.3,
as applicable.

7.3               
Covenant of the Target and the Shareholder

The Target and the Shareholder covenant to deliver all of the
closing documentation set out in Section 7.1.

ARTICLE 8TARGETS CONDITIONS
PRECEDENT

8.1               
Targets Conditions

The obligation of the Target and the Shareholder to complete
the transactions contemplated by this Agreement will be subject to the
satisfaction of, or compliance with, at or before the Closing Date, of the
conditions precedent set forth below. The Closing of the Transaction will be
deemed to mean a waiver of all conditions to Closing. These conditions precedent
are for the benefit of the Target and may be waived by the Target in its
discretion:

| | (a) | the representations and warranties of the Purchaser set
      forth in this Agreement will be true, correct and complete in all respects
      as of the Closing Date and with the same effect as if made at and as of
      Closing and the Target will have received from the Purchaser a certificate
      executed by an officer of the Purchaser certifying that the
      representations and warranties of the Purchaser set forth in this
      Agreement are true and correct as at the Closing Date;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | the Purchaser will have performed and complied with all
      of the obligations, covenants and agreements to be performed and complied
      with by it hereunder;                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | this Agreement, the Transaction Documents and all other
      documents necessary or reasonably required to consummate the transactions
      contemplated hereby, all in form and substance satisfactory to the Target
      will have been executed and delivered to the Target;                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | the Target and its accountants will be reasonably
      satisfied with their review of the Purchaser Financial
  Statements;                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | all consents, renunciations, authorizations or approvals
      of third parties, which, in the Targets reasonable opinion are necessary
      to give effect to the transactions contemplated herein, must be obtained
      to the Targets satisfaction or in accordance with the relevant
      agreements, covenants or applicable law;                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | no Material Adverse Effect will have occurred with
      respect to the business of the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | the Consideration Shares will have been delivered in
      accordance with Section 6.3; and                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | no injunction or restraining order of any court or
      administrative tribunal of competent jurisdiction will be in effect
      prohibiting the transactions contemplated by this Agreement and no action
      or proceeding will have been instituted or be pending before any court or
      administrative tribunal to restrain or prohibit the transactions
      contemplated by this Agreement.                                                                                                     

---

- 31 -

8.2               
Waiver/Survival

The conditions set forth in this Article 8 are for the
exclusive benefit of the Target and the Shareholder and may be waived by the
Target and the Shareholder in writing in whole or in part on or before the
Closing Date. Notwithstanding any such waiver, completion of the transactions
contemplated by this Agreement by the Target and the Shareholder will not
prejudice or affect in any way the rights of the Target and the Shareholder in
respect of the warranties and representations of the Purchaser set forth in this
Agreement, and the representations and warranties of the Purchaser in this
Agreement will survive the Closing and issuance of the Consideration Shares for
the applicable period set out in Section 5.28.

8.3               
Covenant of the Purchaser

The Purchaser covenants to deliver all of the closing
documentation set out in Section 8.1.

ARTICLE 9CONDUCT OF BUSINESS PRIOR TO
CLOSING

9.1               
Conduct

Except as otherwise contemplated or permitted by this
Agreement, or as set forth in the Disclosure Statement, during the period from
the date of this Agreement to the Closing Date, the Target will do the
following:

| | (a) | conduct the Business in the ordinary and usual course and
      in a continuous fashion and will not, without the prior written consent of
      the Purchaser:                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                       
| |     | (iv)                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                       
| |     | (v)                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                       
| | (b) | comply with all laws affecting the operation of the
      Business and pay all required Taxes;                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                       
| | (c) | not take any action or omit to take any action which
      would, or would reasonably be expected to, result in a breach of or render
      untrue any representation, warranty, covenant or other obligation of the
      Target or the Shareholder contained herein;

---

- 32 -

| | (d) | use commercially reasonable efforts to preserve intact
      the Business and the assets, operations and affairs of the Target and
      carry on the Business and the affairs of the Target substantially as
      currently conducted, and use commercially reasonable efforts to promote
      and preserve for the Purchaser the goodwill of suppliers, customers and
      others having business relations with the Target;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | take all necessary actions, steps and proceedings that
      are necessary to approve or authorize, or to validly and effectively
      undertake, the execution and delivery of this Agreement and the completion
      of the transactions contemplated by this Agreement;                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | otherwise respond reasonably promptly to reasonable
      requests from the Purchaser for information concerning the status of the
      Business, operations, and finances of the Target; and                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | comply with the provisions of Article 10 of this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                

ARTICLE 10ADDITIONAL COVENANTS OF THE
PARTIES

10.1               
Purchaser Private Placement

At or prior to Closing, the Purchaser will complete a private
placement of Purchaser Shares for gross proceeds of a minimum of $600,000 and a
maximum of $1,500,000, at a price of $0.20 per Purchaser Share.

10.2               
Board of Directors of the Purchaser

In connection with the Closing, the current director of the
Purchaser will adopt resolutions increasing the size of the Purchasers board of
directors to three (3) persons, and will appoint two nominees of the Target to
the Purchasers board of directors, with such increase in number of directors
and director appointments to be effective as of the Closing.

10.3               
Notification of Financial Liabilities

The Shareholder and the Target will immediately notify the
Purchaser in accordance with Section 13.4 hereof, if the Target receives any
advice or notification from its independent certified public accountants that
the Target has used any improper accounting practice that would have the effect
of not reflecting or incorrectly reflecting in the books, records, and accounts
of the Target, any properties, assets, Liabilities, revenues, or expenses.

10.4               
Consents

The parties covenant and agree that they will use commercially
reasonable efforts to obtain the consents, renunciations and approvals of third
parties which are necessary to the completion of the transactions contemplated
by this Agreement, provided that such consents, renunciations or approvals may
be validly given by such third parties in accordance with relevant agreements,
covenants or applicable law.

---

- 33 -

10.5               
Exclusivity

Until such time, if any, as this Agreement is terminated
pursuant to Article 11, the Shareholder and the Target (through their advisors,
directors, bankers, employees, shareholders, agents or otherwise) will not,
directly or indirectly:

| | (a) | solicit, initiate, encourage, facilitate or discuss any
      proposition, offer, inquiry, submission or proposal from any other Person
      concerning the purchase of whatever part of the issued and outstanding
      Shares, other securities, significant elements of assets of the Target or
      any merger, reorganization, arrangement, capitalization or any other form
      of business merger implicating, directly or indirectly, the Target or the
      Business (a Proposed Transaction); or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | enter into any agreement, discussions or negotiations
      with any Person, company or other entity with respect to a Proposed
      Transaction.                                                                                                                                                                                                                                                                                                                                                                

The Target and the Shareholder will inform the Purchaser of all
propositions, offers, bids or information requests that they might receive
regarding a Proposed Transaction and must provide the Purchaser with all
relevant information in their possession.

10.6               
Access for Investigation

| | (a) | Between the date of this Agreement and the Closing Date,
      the Target will:   
| | --- | ----------------------------------------------------------------------------------
| |     |                                                                                   
| |     | (i)                                                                               
| |     |                                                                                   
| |     | (ii)                                                                              
| |     |                                                                                   
| |     | (iii)                                                                             
| |     |                                                                                   
| | (b) | Between the date of this Agreement and the Closing Date,
      the Purchaser will:
| |     |                                                                                   
| |     | (i)                                                                               
| |     |                                                                                   
| |     | (ii)                                                                              

---

- 34 -

| | (iii) | furnish the Shareholder and the Shareholders Advisors
      with such additional financial, operating, and other data and information,
      as the Shareholder may reasonably request.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.7               
Required Approvals

| | (a) | As promptly as practicable after the date of this
      Agreement, the Target will make all filings required by Legal Requirements
      to be made by it in order to consummate the transactions contemplated
      herein. Between the date of this Agreement and the Closing Date, the
      Target and the Shareholder will cooperate with the Purchaser with respect
      to all filings that the Purchaser elects to make or is required by Legal
      Requirements to make in connection with the transactions contemplated
      herein.                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | As promptly as practicable after the date of this
      Agreement, the Purchaser will make all filings required by Legal
      Requirements to be made by it in order to consummate the transactions
      contemplated herein. The Purchaser will (i) provide the Shareholder with
      copies of all correspondence with Governmental Bodies relating to such
      Legal Requirements, (ii) allow the Shareholder to participate on all
      discussions or meetings (whether in person or via phone or other
      technology) with Governmental Bodies relating to such Legal Requirements,
      and (iii) provide the Shareholder with reasonable notice of each of the
      foregoing, and a reasonable opportunity to participate in the process
      where appropriate.

10.8               
Notification

Between the date of this Agreement and the Closing Date, each
of the parties hereto will promptly notify the other parties hereto in writing
if any such party becomes aware of any fact or condition that causes or
constitutes a breach of any of the representations and warranties set forth
herein, as of the date of this Agreement, or if such party becomes aware of the
occurrence after the date of this Agreement of any fact or condition that would
(except as expressly contemplated by this Agreement) cause or constitute a
breach of any such representation or warranty had such representation or
warranty been made as of the time of occurrence or discovery of such fact or
condition. Should any such fact or condition require any change in the
Disclosure Statement if the Disclosure Statement were dated the date of the
occurrence or discovery of any such fact or condition, the Target and the
Shareholder will promptly deliver to the Purchaser a supplement to the
Disclosure Statement specifying such change. During the same period, each party
hereto will promptly notify the other parties hereto of the occurrence of any
breach of any covenant set forth herein or of the occurrence of any event that
may make the satisfaction of the conditions set forth herein impossible or
unlikely.

10.9               
Best Efforts

Between the date of this Agreement and the Closing Date, the
parties will use their best efforts to cause the conditions contained in this
Agreement to be satisfied.

10.10               
Disclosure of Confidential Information

| | (a) | Until the Closing Date and, if this Agreement is
      terminated without consummation of the transactions contemplated herein,
      then after such termination, the Purchaser, the Target and the Shareholder
      will maintain in confidence, will cause their respective directors,
      officers, employees, agents, and advisors to maintain in confidence, and
      will not use to the detriment of another party or divulge to any third
      parties, other than their respective legal and financial advisors,
      auditors, representatives and any other Governmental
  Bodies
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 35 -

having jurisdiction, any confidential
written, oral, or other information obtained during the course of the
investigations in connection with this Agreement or the transactions
contemplated herein, unless:

| | (i)   | such information is already known to such party or to
      others not bound by a duty of confidentiality or such information becomes
      publicly available through no fault of such party;                                                              
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                             
| | (ii)  | the use of such information is necessary or appropriate
      pursuant to the rules of any stock exchange or in making any filing or
      obtaining any consent or approval required for the consummation of the
      transactions contemplated herein; or
| |       |                                                                                                                                                                                                                                                             
| | (iii) | the furnishing or use of such information is required by
      or necessary or appropriate in connection with legal
  proceedings.                                                                                                                          

10.11               
Public Notices

The parties agree that they will not release or issue any
reports or statements or make any public announcements relating to this
Agreement or the transactions contemplated herein without the prior written
consent of the other party, except as may be required upon written advice of
counsel to comply with applicable laws or regulatory requirements after
consulting with the other party hereto and seeking their reasonable consent to
such announcement.

ARTICLE 11TERMINATION

11.1               
Termination

This Agreement may be terminated at any time prior to the
Closing Date by:

| | (a) | mutual agreement of the Purchaser and the
  Target;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a) | the Purchaser, if there has been a material breach by the
      Target or the Shareholder of any material representation, warranty,
      covenant or agreement set forth in this Agreement on the part of the
      Target or the Shareholder that is not cured, to the reasonable
      satisfaction of the Purchaser, within ten (10) business days after notice
      of such breach is given by the Purchaser (except that no cure period will
      be provided for a breach by the Target or the Shareholder that, by its
      nature, cannot be cured);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the Target, if there has been a material breach by the
      Purchaser of any material representation, warranty, covenant or agreement
      set forth in this Agreement on the part of the Purchaser that is not
      cured, to the reasonable satisfaction of the Shareholder, within ten (10)
      business days after notice of such breach is given by the Target or the
      Shareholder (except that no cure period will be provided for a breach by
      the Purchaser that by its nature cannot be cured);                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the Purchaser or the Target if any permanent injunction
      or other order of a Governmental Body of competent authority preventing
      the consummation of the transaction contemplated by this Agreement has
      become final and non-appealable; or                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | if the transactions contemplated herein have not been
      consummated prior to the Closing Date, unless otherwise extended by the
      written agreement of the parties hereto.                                                                                                                                                                                                                                                                                                                                                                              

---

- 36 -

11.2               
Effect of Termination

In the event of the termination of this Agreement as provided
in Section 11.1, this Agreement will be of no further force or effect, provided,
however, that no termination of this Agreement will relieve any party of
liability for any breaches of this Agreement that are based on a wrongful
refusal or failure to perform any obligations under this Agreement.

ARTICLE 12INDEMNITIES

12.1               
Agreement of the Purchaser to Indemnify

The Purchaser will indemnify, defend, and hold harmless, to the
full extent of the law, the Shareholder from, against, and in respect of any and
all Losses asserted against, relating to, imposed upon, or incurred by the
Shareholder by reason of, resulting from, based upon or arising out of:

| | (a) | the material breach by the Purchaser of any
      representation or warranty of the Purchaser contained in or made pursuant
      to this Agreement or any certificate or other instrument delivered
      pursuant to this Agreement; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                          
| | (b) | the material breach or partial breach by the Purchaser of
      any covenant or agreement of the Purchaser made in or pursuant to this
      Agreement or any certificate or other instrument delivered pursuant to
      this Agreement.

12.2               
Agreement of the Target and the Shareholder to Indemnify

The Target and the Shareholder will indemnify, defend, and hold
harmless, to the full extent of the law, the Purchaser from, against, and in
respect of any and all Losses asserted against, relating to, imposed upon, or
incurred by the Purchaser by reason of, resulting from, based upon or arising
out of:

| | (a) | the material breach by the Target or the Shareholder of
      any representation or warranty of the Target or the Shareholder contained
      in or made pursuant to this Agreement or any certificate or other
      instrument delivered pursuant to this Agreement; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                          
| | (b) | the material breach or partial breach by the Target or
      the Shareholder of any covenant or agreement of the Target or the
      Shareholder made in or pursuant to this Agreement or any certificate or
      other instrument delivered pursuant to this
Agreement.

12.3               
Third Party Claims

| | (a) | If any third party notifies a party entitled to
      indemnification under Section 12.1 or 12.2 (each an Indemnified Party)
      with respect to any matter (a Third-Party Claim) which may give rise to
      an indemnity claim against a party required to indemnify such Indemnified
      Party under Section 12.1 or 12.2 (each an Indemnifying Party), then the
      Indemnified Party will promptly give written notice to Indemnifying Party;
      provided, however, that no delay on the part of the Indemnified Party in
      notifying the Indemnifying Party will relieve the Indemnifying Party from
      any obligation under this Article 12, except to the extent such delay
      actually and materially prejudices the Indemnifying Party.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | The Indemnifying Party will be entitled to participate in
      the defense of any Third-Party Claim that is the subject of a notice given
      by the Indemnified Party pursuant to Section 12.3(a). In addition, the
      Indemnifying Party will have the right to defend the Indemnified Party
      against the Third-Party Claim with counsel of its choice reasonably
      satisfactory to                                                                                                                                                                                                                                                                                                                                                                       

---

- 37 -

| |     | the Indemnified Party so long as (i) the Indemnifying
      Party gives written notice to the Indemnified Party within fifteen days
      after the Indemnified Party has given notice of the Third-Party Claim that
      the Indemnifying Party elects to assume the defense of such Third-Party
      Claim, (ii) the Indemnifying Party provides the Indemnified Party with
      evidence reasonably acceptable to the Indemnified Party that the
      Indemnifying Party will have adequate financial resources to defend
      against the Third-Party Claim and fulfill its indemnification obligations
      hereunder, (iii) if the Indemnifying Party is a party to the Third-Party
      Claim or, in the reasonable opinion of the indemnified Party some other
      actual or potential conflict of interest exists between the Indemnifying
      Party and the Indemnified Party, the Indemnified Party determines in good
      faith that joint representation would not be inappropriate, (iv) the
      Third-Party Claim does not relate to or otherwise arise in connection with
      Taxes or any criminal or regulatory enforcement action, (v) settlement of,
      an adverse judgment with respect to or the Indemnifying Partys conduct of
      the defense of the Third-Party Claim is not, in the good faith judgment of
      the Indemnified Party, likely to be materially adverse to the Indemnified
      Partys reputation or continuing business interests (including its
      relationships with current or potential customers, suppliers or other
      parties material to the conduct of its business) and (vi) the Indemnifying
      Party conducts the defense of the Third-Party Claim actively and
      diligently. The Indemnified Party may retain separate co-counsel at its
      sole cost and expense and participate in the defense of the Third-Party
      Claim; provided, however, that the Indemnifying Party will pay the
      reasonable fees and expenses of separate co-counsel retained by the
      Indemnified Party that are incurred prior to Indemnifying Partys
      assumption of control of the defense of the Third-Party Claim.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | The Indemnifying Party will not consent to the entry of
      any judgment or enter into any compromise or settlement with respect to
      the Third-Party Claim without the prior written consent of the Indemnified
      Party unless such judgment, compromise or settlement (i) provides for the
      payment by the Indemnifying Party of money as sole relief for the
      claimant, (ii) results in the full and general release of the Indemnified
      Party from all liabilities arising or relating to, or in connection with,
      the Third-Party Claim and (iii) involves no finding or admission of any
      violation of Legal Requirements or the rights of any Person and has no
      effect on any other claims that may be made against the Indemnified
      Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | If the Indemnifying Party does not deliver the notice
      contemplated by Section 12.3(b)(i), or the evidence contemplated by
      Section 12.3(b)(ii), within fifteen days after the Indemnified Party has
      given notice of the Third-Party Claim, or otherwise at any time fails to
      conduct the defense of the Third-Party Claim actively and diligently, the
      Indemnified Party may defend, and may consent to the entry of any judgment
      or enter into any compromise or settlement with respect to, the
      Third-Party Claim in any manner it may deem appropriate; provided,
      however, that the Indemnifying Party will not be bound by the entry of any
      such judgment consented to, or any such compromise or settlement effected,
      without its prior written consent (which consent will not be unreasonably
      withheld or delayed). In the event that the Indemnified Party conducts the
      defense of the Third-Party Claim pursuant to this Section 12.3(d), the
      Indemnifying Party will (i) advance the Indemnified Party promptly and
      periodically for the costs of defending against the Third-Party Claim
      (including reasonable attorneys fees and expenses) and (ii) remain
      responsible for any and all other Losses that the Indemnified Party may
      incur or suffer resulting from, arising out of, relating to, in the nature
      of or caused by the Third-Party Claim to the fullest extent provided in
      this Article 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 38 -

12.4               
Exclusive Remedy

After the Closing, this Article 12 shall be the sole and
exclusive remedy for any inaccuracy of any representation and warranty, or
breach of any covenant obligation, made in connection with this Agreement.

ARTICLE 13GENERAL

13.1               
Expenses

All costs and expenses incurred in connection with the
preparation of this Agreement and the transactions contemplated by this
Agreement will be paid by the party incurring such expenses, provided that the
Purchaser and the Target acknowledge and agree that each of the parties costs
will be paid from the proceeds of a financing to be undertaken by the Purchaser
in connection this Transaction.

13.2               
Indemnifications Not Affected by Investigation

The right to indemnification, payment of damages or other
remedy based on the representations, warranties, covenants, and obligations
contained herein will not be affected by any investigation conducted with
respect to, or any knowledge acquired (or capable of being acquired) at any
time, whether before or after the execution and delivery of this Agreement or
the Closing Date, with respect to the accuracy or inaccuracy of or compliance
with, any such representation, warranty, covenant or obligation. The waiver of
any condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant or obligation, will not affect
the right to indemnification, payment of damages, or other remedy based on such
representations, warranties, covenants, and obligations.

13.3               
Assignment

No parties to this Agreement may assign any of their respective
rights under this Agreement without the prior consent of each of the other
parties. Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of each of the parties, as applicable. Nothing expressed or
referred to in this Agreement will be construed to give any Person other than
the parties to this Agreement any legal or equitable right, remedy, or claim
under or with respect to this Agreement or any provision of this Agreement. This
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their successors and
assigns, as applicable.

13.4               
Notices

Any notice required or permitted to be given under this
Agreement will be in writing and may be given by delivering, sending by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy, or sending by prepaid registered mail, the
notice to the following address or number:

---

- 39 -

|If to the Purchaser:                               |                  
|-------------------------------------------------- | -----------------
|                                                   |                  
|Qwick Media Inc.                                  
|780  333 Seymour Street                          
|Vancouver, BC V6B 5A6                             
|                                                   |                  
|Attention:                                         | J. Stephen Barley
|Telephone:                                         | (604) 657-9733   
|Facsimile:                                         | (778) 370-1720   
|                                                   |                  
|With a copy (which will not constitute notice) to:
|                                                   |                  
|Clark Wilson LLP                                  
|Barristers & Solicitors                           
|Suite 800  885 West Georgia Street               
|Vancouver, British Columbia, Canada V6C 3H1       
|                                                   |                  
|Attention:                                         | Virgil Z. Hlus   
|Telephone:                                         | (604) 687-5700   
|Facsimile:                                         | (604) 687-6314   
|                                                   |                  
|If to the Shareholder or to the Target:           
|                                                   |                  
|Qeyos Ad Systems Inc.                             
|780  333 Seymour Street                          
|Vancouver, BC V6B 5A6                             
|                                                   |                  
|Attention:                                         | Ross Tocher      
|Telephone:                                         | (778) 370-1715   
|Facsimile:                                         | (778) 370-1720   

(or to such other address or number as any party may specify by
notice in writing to another party).

Any notice delivered or sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy on a business day will be deemed conclusively to have been
effectively given on the day the notice was delivered, or the transmission was
sent successfully to the number set out above, as the case may be.

Any notice sent by prepaid registered mail will be deemed
conclusively to have been effectively given on the third business day after
posting; but if at the time of posting or between the time of posting and the
third business day thereafter there is a strike, lockout, or other labour
disturbance affecting postal service, then the notice will not be effectively
given until actually delivered.

13.5               
Governing Law; Venue

This Agreement, the legal relations between the parties and the
adjudication and the enforcement thereof, shall be governed by and interpreted
and construed in accordance with the substantive laws of the Province of British
Columbia without regard to applicable choice of law provisions thereof. The
parties hereto agree that any action, suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby will be
brought in a suitable court located in the Province of British Columbia and each
party hereto irrevocably submits to the exclusive jurisdiction of those
courts.

---

- 40 -

13.6               
Severability

If any covenant or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by reason of any rule of law or
public policy, then such covenant or other provision will be severed from and
will not affect any other covenant or other provision of this Agreement, and
this Agreement will be construed as if such invalid, illegal, or unenforceable
covenant or provision had never been contained in this Agreement. All other
covenants and provisions of this Agreement will, nevertheless, remain in full
force and effect and no covenant or provision will be deemed dependent upon any
other covenant or provision unless so expressed herein.

13.7               
Entire Agreement

This Agreement, the schedules attached hereto and the other
documents in connection with this transaction contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior arrangements and understandings, both written and oral, expressed or
implied, with respect thereto. Any preceding correspondence or offers are
expressly superseded and terminated by this Agreement.

13.8               
Further Assurances

The parties will execute and deliver all such further
documents, do or cause to be done all such further acts and things, and give all
such further assurances as may be necessary to give full effect to the
provisions and intent of this Agreement.

13.9               
**Enurement**

This Agreement and each of the terms and provisions hereof will
enure to the benefit of and be binding upon the parties and their respective
heirs, executors, administrators, personal representatives, successors and
assigns.

13.10               
**Amendment**

This Agreement may not be amended except by an instrument in
writing signed by each of the parties.

13.11               
**Schedules and Disclosure Statements**

The schedules attached, the Disclosure Statement and the
Purchaser Disclosure Statement provided pursuant to this Agreement are
incorporated herein.

---

- 41 -

13.12               
Counterparts

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument and delivery of an executed copy of this Agreement
by electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date set forth on page one of this Agreement.

IN WITNESS WHEREOF the parties have duly executed this
Agreement as of the day and year first above written.

|                                   |  | Signed by Edgar Jackson   
|---------------------------------- |  | --------------------------
|QWICK MEDIA INC.                   |  |                           
|                                   |  |                           
|                                   |  | X/s/
      Edgar Jackson  
|Per: */s/ J.
      Stephen Barley* |  |                           
|J. Stephen Barley                  |  |                           
|                                   |  | In the presence of:       
|                                   |  |                           
|QEYOS AD SYSTEMS INC.              |  |                           
|                                   |  | Witness Name:             
|                                   |  |                           
|Per: */s/ Ross
      Tocher*       |  |                           
|Ross Tocher                        |  |                           
|                                   |  | Signed by William Jackson 
|R.J. TOCHER HOLDINGS LTD.          |  |                           
|                                   |  |                           
|                                   |  | X/s/
      William Jackson
|Per: */s/ Ross
      Tocher*       |  |                           
|Ross Tocher                        |  |                           
|                                   |  | In the presence of:       
|                                   |  |                           
|C.E. TOCHER HOLDINGS LTD.          |  |                           
|                                   |  |                           
|                                   |  | Witness Name:             
|Per: */s/
      signed*            |  |                           
|Authorized Signatory               |  |                           
|                                   |  |                           
|                                   |  |                           
|Signed by Sydney Johnston          |  |                           
|                                   |  |                           
|                                   |  |                           
|X /s/ Sydney
      Johnston        |  |                           
|                                   |  |                           
|                                   |  |                           
|In the presence of:                |  |                           
|                                   |  |                           
|                                   |  |                           
|Witness Name                       |  |                           

---

|- 42 -                             
|-----------------------------------
|                                   
|                                   
|                                   
|SCHEDULE A                       
|                                   
|                                   
|QWICK MEDIA INC.                   
|780  333 Seymour Street           
|Vancouver, British Columbia V6B 5A6
|778-370-1715                       

January 28, 2011

TREASURY ORDER

Pacific Stock Transfer Company 
  500 E. Warm Springs Rd, Suite
240 
Las Vegas, NV 89119

Dear Sirs:

You are hereby authorized and directed to issue certificates
for common shares in the capital of Tuscany Minerals Ltd. (the Corporation) to
the persons named in Schedule AA for the number of shares set opposite its name
for a total of 4,789,035shares.

The undersigned certifies that the said shares have been
allotted to the entity set forth in Schedule A, that the Corporation has
received the full consideration therefor, and that they are therefore, fully
paid and non-assessable.

Please prepare the certificates as set forth in Schedule
AA.

On behalf of the Board of Directors of QWICK MEDIA
INC.

__________________________Director

Dated as of January 28, 2011.

---

- 43 -

SCHEDULE AA

Tuscany Minerals, Ltd.

NAME OF PURCHASER
    NUMBER OF SHARESR J TOCHER HOLDINGS LTD. C/O
      SUITE 780  333 SEYMOUR STREET VANCOUVER, BC V6B 5A6
    100C.E. TOCHER HOLDINGS LTD. C/O
      SUITE 780  333 SEYMOUR STREET VANCOUVER, BC V6B 5A6
    2,288,935SYDNEY JOHNSTON C/O SUITE 780 
      333 SEYMOUR STREET VANCOUVER, BC V6B 5A6
    1,250,000EDGAR JACKSON C/O SUITE 780 
      333 SEYMOUR STREET VANCOUVER, BC V6B 5A6
    625,000WILLIAM JACKSON C/O SUITE 780 
      333 SEYMOUR STREET VANCOUVER, BC V6B 5A6
    625,000TOTAL:
    4,789,035


Please insert the following legend on the share
certificates:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED

---

- 44 -

UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
"U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH
COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS
QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

SCHEDULE B

CERTIFICATE OF NON-U.S. SHAREHOLDER

Capitalized terms used but not otherwise defined in this
Certificate shall have the meanings given to such terms in that certain Share
Exchange Agreement dated January 28, 2011 among the Purchaser, the Target and
all of the shareholders of the Target, including the undersigned. In connection
with the issuance of the Consideration Shares to the undersigned, the
undersigned hereby agrees, acknowledges, represents and warrants that:

1. the undersigned is not a U.S.
Person as such term is defined by Rule 902 of Regulation S (the definition of
which includes, but is not limited to, an individual resident in the U.S. and an
estate or trust of which any executor or administrator or trust, respectively is
a U.S. Person and any partnership or corporation organized or incorporated under
the laws of the U.S.);

2. none of the Consideration
Shares have been or will be registered under the Securities Act, or under any
state securities or blue sky laws of any state of the United States, and may
not be offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S, except in accordance with the
provisions of Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any Applicable Securities Laws;

3. offers and sales of any of the
Consideration Shares prior to the expiration of a period of six months after the
date of original issuance of the Consideration Shares (the six month period
hereinafter referred to as the Distribution Compliance Period) shall only be
made in compliance with the safe harbor provisions set forth in Regulation S,
pursuant to the registration provisions of the Securities Act or an exemption
therefrom, and that all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the registration provisions of the
Securities Act or an exemption therefrom and in each case only in accordance
with applicable state and foreign securities laws;

4. the undersigned will not
engage in any hedging transactions involving any of the Consideration Shares
unless such transactions are in compliance with the provisions of the Securities
Act and in each case only in accordance with Applicable Securities Laws;

5. the undersigned is acquiring
the Consideration Shares for investment only and not with a view to resale or
distribution and, in particular, it has no intention to distribute either
directly or indirectly any of the Consideration Shares in the United States or
to U.S. Persons;

6. the undersigned has not
acquired the Consideration Shares as a result of, and will not itself engage in,
any directed selling efforts (as defined in Regulation S) in the United States
in respect of the Consideration Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of

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any of the Consideration Shares; provided, however, that the
undersigned may sell or otherwise dispose of the Consideration Shares pursuant
to registration thereof under the Securities Act and any Applicable Securities
Laws or under an exemption from such registration requirements;

7. the statutory and regulatory
basis for the exemption claimed for the sale of the Consideration Shares,
although in technical compliance with Regulation S, would not be available if
the offering is part of a plan or scheme to evade the registration provisions of
the Securities Act or any Applicable Securities Laws;

8. except as set out in the
Agreement, the Purchaser has not undertaken, and will have no obligation, to
register any of the Consideration Shares under the Securities Act;

9. the Purchaser is entitled to
rely on the acknowledgements, agreements, representations and warranties of the
undersigned contained in the Agreement and this Certificate, and the undersigned
will hold harmless the Purchaser from any loss or damage either one may suffer
as a result of any such acknowledgements, agreements, representations and/or
warranties made by the undersigned not being true and correct;

10. the undersigned has been
advised to consult its own respective legal, tax and other advisors with respect
to the merits and risks of an investment in the Consideration Shares and, with
respect to applicable resale restrictions, is solely responsible (and the
Purchaser is not in any way responsible) for compliance with applicable resale
restrictions;

11. the undersigned and the
undersigneds advisor(s) have had a reasonable opportunity to ask questions of
and receive answers from the Purchaser in connection with the acquisition of the
Consideration Shares under the Agreement, and to obtain additional information,
to the extent possessed or obtainable by the Purchaser without unreasonable
effort or expense;

12. the books and records of the
Purchaser were available upon reasonable notice for inspection, subject to
certain confidentiality restrictions, by the undersigned during reasonable
business hours at its principal place of business and that all documents,
records and books in connection with the acquisition of the Consideration Shares
under the Agreement have been made available for inspection by the undersigned,
the undersigneds attorney and/or advisor(s);

13. the undersigned:

| | (a) | is knowledgeable of, or has been independently advised as
      to, the Applicable Securities Laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident (the
      International Jurisdiction) which would apply to the acquisition of the
      Consideration Shares;                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | the undersigned is acquiring the Consideration Shares
      pursuant to exemptions from prospectus or equivalent requirements under
      Applicable Securities Laws or, if such is not applicable, the undersigned
      is permitted to acquire the Consideration Shares under the Applicable
      Securities Laws of the securities regulators in the International
      Jurisdiction without the need to rely on any exemptions;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | the Applicable Securities Laws of the authorities in the
      International Jurisdiction do not require the Purchaser to make any
      filings or seek any approvals of any kind whatsoever from any securities
      regulator of any kind whatsoever in the                                                                                                                                                                       

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| |     | International Jurisdiction in connection with the issue
      and sale or resale of the Consideration Shares; and                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                              
| | (d) | the acquisition of the Consideration Shares by the
      undersigned does not trigger:                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                              
| |     | the undersigned will, if requested by the Purchaser,
        deliver to the purchaser a certificate or opinion of local counsel from
        the International Jurisdiction which will confirm the matters referred to
        in Sections 13(c) and 13(d) above to the satisfaction of the Purchaser,
    acting reasonably;

14. the undersigned (i) is able
to fend for itself in connection with the acquisition of the Consideration
Shares; (ii) has such knowledge and experience in business matters as to be
capable of evaluating the merits and risks of its prospective investment in the
Consideration Shares; and (iii) has the ability to bear the economic risks of
its prospective investment and can afford the complete loss of such
investment;

15. the undersigned is not aware
of any advertisement of any of the Consideration Shares and is not acquiring the
Consideration Shares as a result of any form of general solicitation or general
advertising including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast over radio or
television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;

16. except as set out in the
Agreement, no Person has made to the undersigned any written or oral
representations:

| | (a) | that any Person will resell or repurchase any of the
      Consideration Shares;                                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | that any Person will refund the purchase price of any of
      the Consideration Shares;                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | as to the future price or value of any of the
      Consideration Shares; or                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | that any of the Consideration Shares will be listed and
      posted for trading on any stock exchange or automated dealer quotation
      system or that application has been made to list and post any of the
      Consideration Shares on any stock exchange or automated dealer quotation
      system, except that currently certain market makers make market in the
      Purchaser Shares on the OTC Bulletin Board;

17. the undersigned is outside
the United States when receiving and executing this Agreement and is acquiring
the Consideration Shares as principal for their own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other Person has a direct
or indirect beneficial interest in the Consideration Shares;

18. neither the SEC nor any other
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Consideration Shares;

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19. the Consideration Shares are
not being acquired, directly or indirectly, for the account or benefit of a U.S.
Person or a Person in the United States;

20. the undersigned understands
and agrees that the Consideration Shares issued to the undersigned will bear the
following legend:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE 1933 ACT).NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. UNITED STATES AND U.S. PERSON ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT.;UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH
      COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509
      ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.; and


23. the Purchaser shall refuse to
register any transfer of Consideration Shares not made in accordance with the
provisions of Regulation S, pursuant to registration under the Securities Act,
pursuant to an available exemption from registration under the Securities Act or
pursuant to an available exemption from the registration and prospectus
requirements of the BC Act.

IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder.

|          | Date:
      ________________________________________ , 2011
|--------- | -----------------------------------------------------------
|Signature |                                                            

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|                      | 
|--------------------- | 
|Print Name            | 
|                      | 
|                      | 
|Title (if applicable) | 
|                      | 
|                      | 
|Address               | 
|                      | 
|                      | 

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