crc_ex410-31dec07.htm


    
      Exhibit 4-10

       

      THIS
AGREEMENT made as of the 05th day of February, 2008

       

      BETWEEN:

       

       

       

      CAPITAL
RESERVE CANADA LIMITED, a body corporate duly incorporated pursuant to the laws
of the Province of Alberta

       

      (The
�Purchaser�)

       

       

       

      AND:

       

      STEVE
CLAUSSEN, an individual resident in the City of Edmonton,

       

      In
the Province of Alberta

       

      (�Claussen�)

       

       

       

      AND:

       

      BARBARA
TROSIN, an individual resident in the City of Edmonton,

       

      in
the Province of Alberta

       

      (�Trosin�)

       

       

       

      �����������
WHEREAS:

       

      <![if
!supportLists]>A.           
<![endif]>The Vendors are the legal and beneficial owners of all of the
issued and outstanding shares of the Corporation;

       

      <![if
!supportLists]>B.           
<![endif]>The Vendors desire to sell and assign to the Purchaser and the
Purchaser desires to purchase and assume from the Vendors all of the issued and
outstanding shares of the Corporation;

       

       

       

      �����������������������
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
premises, covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties, the parties hereto agree as follows:

       

       

       

      <![if !supportLists]>Article 1 <![endif]>INTERPRETATION

      <![if
!supportLists]>1.1         
<![endif]>Definitions

      In
this Agreement, unless the subject matter or context is inconsistent
therewith:

       

      <![if
!supportLists]>1.1.1             
<![endif]>�ABCA� means the Business Corporations Act
(Alberta), R.S.A. 2000, c. B-9;

       

       

       

      <![if
!supportLists]>1.1.2             
<![endif]>�Affiliate� means an affiliated corporation according to the
following provisions: a corporation is affiliated with another corporation if
one of them is the Subsidiary of the other or each is a Subsidiary of the same
corporation or each of them is controlled by the same Person and if two
corporations are affiliated with the same corporation at the same time, they
shall be deemed to be affiliated with each other; for the purposes of this
Agreement, a corporation is controlled by a Person if it is controlled in fact,
directly or indirectly, and shall be deemed to be controlled if securities of
the corporation to which are attached more than fifty (50%) percent of the votes
that may be cast to elect directors of the corporation are held, other than by
way of security only, by or for the benefit of that Person and the votes
attached to those securities are sufficient, if exercised, to elect a majority
of the directors of the corporation;

       

      <![if
!supportLists]>1.1.3             
<![endif]>�Agreement� means this agreement and all amendments made;

       

      <![if
!supportLists]>1.1.4             
<![endif]>�Arm�s Length� has the meaning set out in the Tax Act;

       

      <![if
!supportLists]>1.1.5             
<![endif]>�Books and Records� means all books and records pertaining to
the business of the Corporation, including, but not limited to, all Permits, all
lists of customers and suppliers, files, documents, books, manuals, records,
circulation lists and records, audience and market surveys, research,
advertising space reservations, price lists, correspondence and data bases, all
in the form and on the medium or media used in such business;

       

      <![if
!supportLists]>1.1.6             
<![endif]>�Business Day� means a day other than a Saturday, Sunday or
statutory holiday in Alberta;

       

      <![if
!supportLists]>1.1.7             
<![endif]>�Charge� means, with respect to the Shares or assets or personal
property or Real Property of the Corporation, any encumbrance or title defect of
whatever kind or nature, regardless of form, whether or not registered or
registrable and whether or not consensual or arising by law (statutory or
otherwise), including any mortgage, charge, pledge, hypothecation, security
interest, lien, easement, right-of-way, encroachment, restrictive or statutory
covenant, profit a prendr�, right of re-entry, lease, license, assignment,
option or claim, or right of any Person of any kind or nature whatsoever or
howsoever arising which may constitute or become by operation of law or
otherwise an encumbrance on any of the Shares or assets or personal property or
Real Property of the Corporation;

       

      <![if
!supportLists]>1.1.8             
<![endif]>�Claussen� means Steve Claussen;

       

      <![if
!supportLists]>1.1.9             
<![endif]>�Closing Date� means February 5th, 2008 or such other date as
may be agreed to in writing between the Vendors and the Purchaser;

       

      <![if
!supportLists]>1.1.10          
<![endif]>�Control� means the legal and beneficial ownership of more than
50% of the issued and outstanding voting shares of a corporation;

       

      <![if
!supportLists]>1.1.11          
<![endif]>�Corporation� means Behral Canada Inc.

       

      <![if
!supportLists]>1.1.12          
<![endif]>�Environmental Law(s)� means all federal, provincial, state,
regional, local and municipal laws of any and all applicable jurisdictions
(domestic or foreign) concerning the protection of the environment or human
health or safety, including governmental acts, statutes, ordinances,
regulations, guidelines, orders, policies, codes, requirements, permits,
licenses, certificates, approvals and authorizations and includes any common law
theory of liability pursuant to which a claim for environmental or environmental
related damage could be made;

       

      <![if
!supportLists]>1.1.13          
<![endif]>�Financial Statements� means the financial statements of the
Corporation, a copy of which is attached hereto as Schedule A � Financial
Statements;

       

      <![if
!supportLists]>1.1.14          
<![endif]>�Government Authority� means any federal, provincial, state,
regional, municipal, local or other government or governmental body (domestic or
foreign) and any division, agent, agency, commission, board or authority of any
government, governmental body, quasi-governmental or private body exercising any
statutory, regulatory, expropriation or taxing authority under the authority or
any of the foregoing and any domestic, foreign or international, judicial,
quasi-judicial or administrative court, tribunal, commission, board, panel or
arbitrator acting under the authority of any of the foregoing;

       

      <![if
!supportLists]>1.1.15          
<![endif]>�Hazardous Substances� means any asbestos, polychlorinated
biphenyls (PCBs), petroleum by-products, and any other substance, waste,
pollutant, contaminant, or other material which is listed, defined, identified
or regulated as such by any Environmental Law;

       

      <![if
!supportLists]>1.1.16          
<![endif]>�Intellectual Property� means all intellectual, proprietary and
industrial property and rights thereto including, but not limited to, all (a)
inventions and discoveries, (b) works in which any copyright exists including
software, (c) designs, industrial designs and mask works (d) trade-marks,
certification marks, trade dress, trade names, business names, corporate names,
business styles, Internet domain names and web sites, and any word, symbol,
icon, logo or other indicia of origin adopted or used in connection with any
product or service or business (collectively referred to as �Marks�), (d) all
intellectual, proprietary and industrial property rights in respect of any of
the foregoing including all copyrights, patent rights, patent disclosures,
design and industrial design rights, patent disclosures rights in Marks, rights
in confidential information, trade secrets, know-how, technical expertise,
formulae, compositions, processes, research data, databases, drawings,
specifications, plans, customer and supplier lists and related information and
other proprietary rights and (e) all applications and registrations, all
continuations, divisions, reissues, renewals and extensions therefore, the right
to make applications, rights of priority and rights to claim priority with
respect to any of the foregoing intellectual and industrial property and rights
thereto;

       

      <![if
!supportLists]>1.1.17          
<![endif]>�Losses� means with respect to any matter, any and all
liabilities (statutory, contingent or otherwise), obligations, claims, losses,
damages, costs and expenses of whatever kind or nature and howsoever arising
including, without limitation, damages, special damages, punitive damages and
exemplary damages, but does not include consequential and indirect damages or
legal fees on a solicitor/client basis unless ordered by a court of competent
jurisdiction; 

       

      <![if
!supportLists]>1.1.18          
<![endif]>�Permits� means all permits, licenses, qualifications,
regulations, quotas, certificates, consents, authorizations, approvals and the
like issued by any Government Authority which are held or required to be held by
the Corporation in connection with the operation of its business;

       

      <![if
!supportLists]>1.1.19          
<![endif]>�Permitted Encumbrances� means the encumbrances set out in
Schedule B � Permitted Encumbrances;

       

      <![if
!supportLists]>1.1.20          
<![endif]>�Person� means any individual, partnership, limited partnership,
joint venture, syndicate, sole proprietorship, company or corporation with or
without share capital, unincorporated association, trust, trustee, executor,
administrator or other legal personal representative, regulatory body or agency,
government or Government Authority, authority or entity however designated or
constituted;

       

      <![if
!supportLists]>1.1.21          
<![endif]>�Purchase Price� has the meaning ascribed to it in Section 2.2
 ;

       

      <![if
!supportLists]>1.1.22          
<![endif]>�Purchase Price Shares� has the meaning ascribed to it in
Section 0
 ;

       

      <![if
!supportLists]>1.1.23          
<![endif]>�Purchaser� means Capital Reserve Canada Limited;

       

      <![if
!supportLists]>1.1.24          
<![endif]>�Purchaser�s Counsel� means Bryan & Company LLP, Barristers
and Solicitors, 2600 Manulife Place, 10180 � 101 Street, Edmonton, Alberta, T5J
3Y2;

       

      <![if
!supportLists]>1.1.25          
<![endif]>�Related Party� means:

       

      <![if !supportLists]>1.1.25.1   
<![endif]>any one or more of the principals of a party;

       

      <![if !supportLists]>1.1.25.2   
<![endif]>any individual connected by blood relationships to any of the
principals of a party;

       

      <![if !supportLists]>1.1.25.3   
<![endif]>a corporation which is Controlled by an individual described in
Sections �1.1.25.1
 and 1.1.25.2
 above; and

       

      <![if
!supportLists]>1.1.25.4    <![endif]>an Affiliate or a
Subsidiary of a corporation which is described in Section 1.1.25.3
 above;

       

      <![if
!supportLists]>1.1.26          
<![endif]>�Related Party Transactions� means in respect of the
Corporation, a transaction between or involving the Corporation, and a Related
Party, whether or not there are also other Persons to the transaction, as a
consequence of which, either by itself or together with other related
transactions between or involving the Corporation and the Related Party, or a
Person or company acting jointly or in concert with the Related Party, whether
or not there are also other Persons to the transaction, the Corporation,
directly or indirectly:

       

      <![if !supportLists]>1.1.26.1   
<![endif]>purchase or acquire an asset from the Related Party;

       

      <![if !supportLists]>1.1.26.2   
<![endif]>assume or otherwise become subject to a liability of the Related
Party;

       

      <![if
!supportLists]>1.1.26.3    <![endif]>sell, transfer or
dispose of an asset to a Related party or lease property to or from a Related
Party;

       

      <![if
!supportLists]>1.1.26.4    <![endif]>lend money to a
Related Party;

       

      <![if
!supportLists]>1.1.26.5    <![endif]>release, cancel or
forgive a debt or liability owed by a Related Party; or

       

      <![if
!supportLists]>1.1.26.6    <![endif]>enter into an
agreement with a Related Party which is or was material to the business
operation of the Corporation or either of them;

       

      <![if
!supportLists]>1.1.27          
<![endif]>�Shares� means all of the issued and outstanding shares of the
Corporation;

       

      <![if
!supportLists]>1.1.28          
<![endif]>�Subsidiary� means a subsidiary corporation according to the
following provisions: a corporation is a subsidiary of another corporation if it
is controlled by that other corporation; for the purposes hereof, a corporation
is controlled by another corporation if it is controlled in fact, directly or
indirectly, and shall be deemed to be controlled if securities of the first
corporation to which are attached more than fifty (50%) percent of the votes
that may be cast to elect directors of that first corporation are held, other
than by way of security only, by or for the benefit of that other corporation
and the votes attached to those securities are sufficient, if exercised, to
elect a majority of the directors of the first corporation;

       

      <![if
!supportLists]>1.1.29          
<![endif]>�Tax Act� means the Income Tax Act (Canada) as
amended from to time;

       

      <![if
!supportLists]>1.1.30          
<![endif]>�Tax Authority� means any one or all of the Canada Customs and
Revenue Agency,� Government of Alberta Tax and Revenue Administration, and any
like taxation or governmental agency having jurisdiction;

       

      <![if
!supportLists]>1.1.31          
<![endif]>�Time of Closing� means 10:00 a.m. (Edmonton time) on the
Closing Date;

       

      <![if
!supportLists]>1.1.32          
<![endif]>�Vendors� means Claussen and Trosin;

       

      and
capitalized terms otherwise defined in this Agreement shall have the meanings
ascribed to them at the time of reference.

       

      <![if
!supportLists]>1.2         
<![endif]>Headings

       

      The
division of this Agreement into Articles and Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.� The terms �this Agreement�,
�hereof�, �hereunder� and similar expressions refer to this Agreement and not to
any particular Article, Section or other portion hereof and include any
agreement supplemental hereto.� Unless something in the subject matter or
context is inconsistent therewith, references herein to �Articles� and
�Sections� are to Articles and Sections of this Agreement.

       

      <![if
!supportLists]>1.3         
<![endif]>Extended
Meanings

       

      In
this Agreement words importing the singular number only shall include the plural
and vice versa, words importing the masculine gender shall include the feminine
and neuter genders and vice versa and words importing persons shall include
individuals, partnerships, associations, trusts, unincorporated organizations
and corporations.

       

      <![if
!supportLists]>1.4         
<![endif]>Accounting
Principles

       

      Wherever
in this Agreement reference is made to a calculation to be made in accordance
with generally accepted accounting principles (�GAAP�), such reference shall be
deemed to be to the generally accepted accounting principles from time to time
approved by the Canadian Institute of Chartered Accountants, or any successor
institute, consistently applied, applicable as at the date on which such
calculation is made or required to be made in accordance with generally accepted
accounting principles.

       

      <![if
!supportLists]>1.5         
<![endif]>Currency

       

      All
references to currency herein are to lawful money of Canada unless specifically
noted otherwise.

       

      <![if
!supportLists]>1.6         
<![endif]>Deemed
Covenants

       

      All
provisions of this Agreement shall be deemed and construed as covenants as
though words expressing or reporting covenants and agreements were used in each
separate provision hereof.

       

      <![if
!supportLists]>1.7         
<![endif]>Schedules

       

      The
following are the Schedules annexed hereto and incorporated by reference and
deemed to be part of this Agreement:

       

       

       

      �����������������������
Schedule A���� -���������� Financial Statements

       

      Schedule
B���� -���������� Permitted Encumbrances

       

      �����������������������
Schedule C ��� -���������� Allocation of Purchase Price

       

      �����������������������
Schedule D���� -���������� Dividends, Loans, etc.

       

      Schedule
E���� -���������� Subsidiaries

       

      �����������������������
Schedule F ���� -���������� Contracts

       

      �����������������������
Schedule G���� -���������� Real Property

       

      Schedule
H���� -���������� Intellectual and Patent Property 

       

      �����������������������
Schedule I������ -���������� Related Party Transactions

       

      �����������������������
Schedule J����� -���������� Employee Matters

       

      �����������������������
Schedule K���� -���������� Insurance

       

      Schedule
L����� -���������� Debts and Liabilities

       

      �����������������������
Schedule M���� -���������� Capital Assets Sold

       

      �����������������������
Schedule N���� -���������� Capital Expenditures

       

      �����������������������
Schedule O���� -���������� Bank Accounts

       

      �����������������������
Schedule P���� -���������� Legal Matters

       

      Schedule
Q���� -���������� Environmental

       

      Schedule
R���� -���������� Tax Accounts 

       

      Schedule
S���� -���������� the Purchaser Legal Matters 

       

      Schedule
T����� -���������� Employment Agreement 

       

       

       

       

       

      <![if
!supportLists]>Article 2
<![endif]>-
PURCHASE AND SALE

       

      <![if
!supportLists]>2.1         
<![endif]>Purchase and
Sale of Shares

       

      Upon
and subject to the terms and conditions hereof and subject to all adjustments as
provided for herein, the Vendors shall sell, transfer and assign the Shares to
the Purchaser and the Purchaser shall purchase the Shares from the Vendors for
the Purchase Price.

       

      <![if
!supportLists]>2.2         
<![endif]>Payment of Purchase Price

       

      The
purchase price (the �Purchase Price�) shall be USD Five Hundred Eighty Seven
Thousand and Five Hundred Dollars (USD $587,500.00) which shall be paid as follows at the
Time of Closing on the Closing Date, by the issuance of Twenty Three Million
Five Hundred Thousand (23,500,000) Class �A� Common Restricted Shares of the
Purchaser (the �Purchase Price Shares�) at a deemed issuance price of $0.025 per
Class �A� Common Share.

       

      <![if
!supportLists]>2.3         
<![endif]>Allocation of Purchase
Price

       

      The
Purchase Price (and the Purchase Price Shares issued in satisfaction thereof)
shall be allocated by the Vendors in accordance with Schedule C � Allocation of
Purchase Price.

       

      <![if !supportLists]>Article 3 <![endif]>-
REPRESENTATIONS AND
WARRANTIES

       

      <![if
!supportLists]>3.1         
<![endif]>Representations and
Warranties of the Vendors 

       

      The
Vendors, jointly and severally, represent and warrant to the Purchaser currently
and as of the Time of Closing on the Closing Date that:

       

      Corporate Matters

      <![if
!supportLists]>3.1.1             
<![endif]>the Corporation is a body corporate duly incorporated, organized
and subsisting under the laws of the Province of Alberta with the corporate
power to own its assets and to carry on its business and has made all necessary
filings under all applicable corporate and taxation laws or any other laws to
which each is respectively subject;

       

      <![if
!supportLists]>3.1.2             
<![endif]>the Corporation is not �a distributing corporation� as that term
is defined by the ABCA;

       

      <![if
!supportLists]>3.1.3             
<![endif]>the minute books of the Corporation contain true and complete
copies of all constating documents (all of which are in full force and effect
and have not been amended or varied, and neither the directors nor the
shareholders of the Corporation have passed, confirmed or consented to any
amendments or variations of the constating documents or any of them),
resolutions (all of which are in full force and effect unamended and have been
duly passed by the requisite majority of directors or shareholders, as the case
may be, by written consent of the directors and shareholders entitled to vote
thereon or by vote of the requisite majority at a meeting of directors or
shareholders, as the case may be, duly called and held) and proceedings of the
directors and shareholders, share registers and copies of filed notices of
change of directors and change of registered office of the Corporation;

       

      <![if
!supportLists]>3.1.4             
<![endif]>the Corporation is not in default or in breach of any
resolutions of its shareholders or directors or any committee or sub-committee
thereof;

       

      <![if
!supportLists]>3.1.5             
<![endif]>the rights, privileges, restrictions and conditions attached to
the various classes of shares of the Corporation are as set out in the articles
and by-laws, true copies of which are contained in the Corporation�s minute
books;

       

      <![if
!supportLists]>3.1.6             
<![endif]>all of the issued and outstanding Shares are beneficially owned
by and registered in the names of the Vendors, free and clear of all Charges.�


       

      <![if
!supportLists]>3.1.7             
<![endif]>the Vendors have good and sufficient right to transfer the legal
and beneficial title and ownership of the Shares to the Purchaser free and clear
of all Charges;

       

      <![if
!supportLists]>3.1.8             
<![endif]>the Vendors have sufficient power, authority and right to enter
into and deliver this Agreement and to perform and become obligated as
contemplated herein and this Agreement is a valid and legally binding obligation
of the Vendors and is legally enforceable in accordance with its terms;

       

      <![if
!supportLists]>3.1.9             
<![endif]>there is no contract, option or any other right of any kind or
nature whatsoever or howsoever arising binding upon or which at any time in the
future may become binding upon the Vendors to sell, transfer, assign, pledge,
Charge, mortgage or in any other way dispose of or encumber any of the Shares
other than pursuant to the provisions of this Agreement;

       

      <![if
!supportLists]>3.1.10          
<![endif]>there is no contract, option or any other right of any kind or
nature whatsoever or howsoever arising binding upon or which at any time in the
future may become binding upon the Corporation to allot or issue any of the
unissued shares or to create any additional class of shares;

       

      <![if
!supportLists]>3.1.11          
<![endif]>neither the entering into nor the delivery nor the performance
of this Agreement nor the completion of the transactions contemplated hereby by
the Vendors or the due observance and performance by the Vendors of any of the
covenants or obligations herein will result in:

       

      <![if
!supportLists]>3.1.11.1              
<![endif]>the violation of any of the provisions of the constating
documents or by-laws of the Corporation;

       

      <![if
!supportLists]>3.1.11.2              
<![endif]>the violation of, default under or breach of any agreement,
commitment, contract� or other instrument to which the Vendors or the
Corporation are a party or are bound;

       

      <![if
!supportLists]>3.1.11.3              
<![endif]>the violation of, or default under any applicable law, rule,
order, declaration, decree, injunction, writ, license, Permit, judgment or award
of any Government Authority, court or arbitrator to which the Vendors or the
Corporation may be subject;

       

      <![if
!supportLists]>3.1.11.4              
<![endif]>the giving to any Government Authority of any right of
cancellation, suspension or termination of any Permit of the Corporation;
or

       

      <![if
!supportLists]>3.1.11.5              
<![endif]>the creation of any Charge on or in respect of any of the
property or assets of the Corporation or the Shares;

       

      <![if
!supportLists]>3.1.12          
<![endif]>no dividends have been declared or paid on or in respect of any
of the Shares other than those listed in Schedule D � Dividends, Loans, etc. and
no other distribution on any of their respective securities or shares has been
made by the Corporation, and all dividends which to the date hereof have been
declared or paid by the Corporation have been duly and validly declared or paid
in compliance with all laws;

       

      <![if
!supportLists]>3.1.13          
<![endif]>except as set out in Schedule E - Subsidiaries, the Corporation
has no Subsidiaries or agreements, options or commitments to acquire any shares
or securities of any corporation;

       

      <![if
!supportLists]>3.1.14          
<![endif]>the Corporation is not conducting business in any jurisdiction
other than the Provinces of Alberta.

       

      Property and Assets

      <![if
!supportLists]>3.1.15          
<![endif]>the property and assets owned or leased by the Corporation are
sufficient to carry on its business.� All of the property and assets owned and
used by the Corporation are in good operating condition and are in a state of
good repair and maintenance.� During the two (2) years preceding the date of
this Agreement, there has not been any significant interruption in the
operations (being an interruption of more than one (1) day) of the business of
the Corporation due to inadequate maintenance of any property or assets owned or
used by the Corporation;

       

      <![if
!supportLists]>3.1.16          
<![endif]>except as disclosed in Schedule I - Related Party Transactions,
none of the property and assets of the Corporation are being used for the
personal use of any Related Party; 

       

      Contractual Matters

      <![if
!supportLists]>3.1.17          
<![endif]>Schedule F - Contracts sets forth all agreements, contracts and
commitments material to the operation of the business of the Corporation, all of
which are in full force and effect unamended.� The Corporation has not entered
into any negotiations to amend such agreements, contracts and commitments nor
has the Corporation been approached by the other parties to such agreements,
contracts or commitments for the purpose of amending their terms;

      <![if
!supportLists]>3.1.18          
<![endif]>neither the entering into nor the delivery nor the performance
of this Agreement nor the completion of the transactions contemplated hereby by
the Vendors or the due performance and the due observation and performance by
the Vendors of any of their covenants or obligations herein will result in the
giving to any Person of any right of termination, cancellation or acceleration
with respect to any agreement, contract, commitment or obligation to which the
Corporation may be a party, is subject, or from which the Corporation may derive
benefit, except for the rights of the landlord contained in the leases set out
in Schedule G � Real Property;

      <![if
!supportLists]>3.1.19          
<![endif]>no other Person other than the Corporation holds title to any
assets which are used in the conduct of the business of the Corporation except
as set out in Schedule F � Contracts and Schedule H - Intellectual
Property;

      <![if
!supportLists]>3.1.20          
<![endif]>except as set forth in Schedule I � Related Party Transactions,
and those pre-Closing Date transactions contemplated in Section 4.4
 herein, the Corporation has not been a party to any
Related Party Transactions during the Two (2) years preceding the date of this
Agreement.� Schedule I � Related Party Transactions sets forth the material
terms of all such Related Party Transactions;

      <![if
!supportLists]>3.1.21          
<![endif]>the Corporation is not a party to any contract or commitment
outside the usual and ordinary course of business and is not a party to any
contract or commitment extending for a period of time longer than twelve (12)
months or involving expenditures by the Corporation in the aggregate in excess
of $5,000, except such contracts or commitments as are listed in Schedule F -
Contracts attached hereto, true copies of which have been provided to the
Purchaser;

       

      <![if
!supportLists]>3.1.22          
<![endif]>the Corporation is not a party to any:

       

      <![if
!supportLists]>3.1.22.1              
<![endif]>management, consulting or similar contract, agreement or
commitment except as described in Schedule F - Contracts;

       

      <![if
!supportLists]>3.1.22.2              
<![endif]>license or royalty agreement relating to Intellectual Property
except as described in Schedule H � Intellectual Property;

       

      <![if
!supportLists]>3.1.22.3              
<![endif]>contract, agreement or commitment to make any gift of any of its
property; or

       

      <![if
!supportLists]>3.1.22.4              
<![endif]>contract, agreement or commitment which materially adversely
affects or with the lapse of time or action by any third party, could materially
adversely affect the business of the Corporation or its financial condition or
any of its assets;

       

      <![if
!supportLists]>3.1.23          
<![endif]>the Corporation is not in default or breach of any material term
of any contract, commitment or instrument to which it is a party and there
exists no condition, event or act which, with the giving of notice or lapse of
time or both would constitute such a default or breach and all such contracts,
commitments and instruments are in good standing and in full force and effect
without amendment thereto and the Corporation is entitled to all benefits,
rights and privileges thereunder and the terms of each such contract, commitment
or other instrument have been duly and fully performed by the parties thereto to
date;

       

      <![if
!supportLists]>3.1.24          
<![endif]>the Corporation is not a party to or bound by any guarantee,
indemnification, support, assumption, endorsement, surety or similar obligation;


       

      <![if
!supportLists]>3.1.25          
<![endif]>the Corporation is not a party to any lease or agreement in the
nature of a lease for real property, whether as lessor or lessee except with
respect to the leases referred to in or attached hereto as Schedule G � Real
Property (the �Leases�), copies of which have been provided to the
Purchaser;

       

      <![if
!supportLists]>3.1.26          
<![endif]>each of the Leases is a good, valid and subsisting Lease, in
full force and effect and unamended and is valid and binding on the lessor and
any other parties thereto in accordance with its terms and there has been no
default of any material term thereunder, there is no threatened default of any
material term, condition or provision thereof, there has been no notice of
termination given by the lessor thereunder or any other parties thereto and the
Vendors �are not aware of any reason for which a notice of termination may be
given;

       

      <![if
!supportLists]>3.1.27          
<![endif]>there is no dispute under the Leases, all rent and other money
owing thereunder has been paid, the Corporation has not assigned, mortgaged,
pledged, hypothecated or otherwise dealt with any such Lease and subject to
obtaining the consents contemplated in Section 5.2.13
 the purchase of the Shares will not cause a default
under such Leases;

       

      <![if
!supportLists]>3.1.28          
<![endif]>there is no agreement, option, understanding or commitment, or
any right or privilege capable of becoming an agreement, for the purchase from
the Corporation of its businesses or any of its assets other than in the usual
and ordinary course of business;

       

      <![if
!supportLists]>3.1.29          
<![endif]>the Corporation is not a party to or bound by any contract or
commitment to pay any royalty, license fee or management fee except as set forth
in Schedule F - Contracts, Schedule H � Intellectual Property or in Schedule J �
Employee Matters;

       

      <![if
!supportLists]>3.1.30          
<![endif]>attached hereto as Schedule K - Insurance is a true and complete
list of all insurance policies maintained by the Corporation including the name
and current contact information for each insurer, the amount of the coverage,
the type of insurance and risks insured against, the premiums payable, the
scheduled expiry dates, the policy number and any pending claims thereunder, and
the Corporation is not in default with respect to any of the provisions
contained in any such policies of insurance and the Corporation has not failed
to give any notice or pay any premium or prevent any claim under any such
insurance policy, and true and correct copies of such policies have been
provided to the Purchaser;

       

      <![if
!supportLists]>3.1.31          
<![endif]>the Corporation does not have any agents and there are no
outstanding powers of attorney granted by the Corporation in favour of any
Person;

       

      <![if
!supportLists]>3.1.32          
<![endif]>the Corporation has all necessary Permits from any and all
applicable Government Authorities to carry on and conduct its business in such
jurisdictions (whether foreign or domestic) in which it is currently conducting
business;

       

      Financial Statements and Financial
Condition

       

      <![if
!supportLists]>3.1.33          
<![endif]>the Financial Statements:

       

      <![if
!supportLists]>3.1.33.1              
<![endif]>are in accordance with the books and accounts of the
Corporation,

       

      <![if
!supportLists]>3.1.33.2              
<![endif]>present fairly, correctly, completely and accurately the
financial position of the Corporation and the results of its operations as of
the dates and throughout the periods indicated,

       

      <![if
!supportLists]>3.1.33.3              
<![endif]>have been prepared in accordance with GAAP consistently applied
throughout the periods indicated and in relation to prior years, and

       

      <![if
!supportLists]>3.1.33.4              
<![endif]>present fairly, correctly, completely and accurately all of the
assets and liabilities of the Corporation as at the respective dates including,
without limiting the generality of the foregoing, all contingent liabilities of
the Corporation as at such respective dates;

       

      <![if
!supportLists]>3.1.34          
<![endif]>to the best of the Vendors� � knowledge, information and belief,
the Corporation has not adopted any changes in accounting policies during the
four (4) years preceding the date of this Agreement;

       

      <![if
!supportLists]>3.1.35          
<![endif]>except as set forth in Schedule L � Debts and Liabilities, there
are no outstanding debts or liabilities against the Corporation except trade
debts incurred in the usual and ordinary course of business;

       

      <![if
!supportLists]>3.1.36          
<![endif]>since January 1 2008, the business of the Corporation has been
carried on in its usual and ordinary course and the Corporation has not entered
into any transaction out of the usual and ordinary course of business;

       

      <![if
!supportLists]>3.1.37          
<![endif]>the Corporation has not since January 1, 2008 directly or
indirectly:

       

      <![if
!supportLists]>3.1.37.1              
<![endif]>paid or satisfied any obligation or liability, absolute or
contingent, other than current liabilities or obligations disclosed in the
Financial Statements and current liabilities or obligations incurred since the
date of the Financial Statements in the ordinary course of business, consistent
with past practice;

       

      <![if
!supportLists]>3.1.37.2              
<![endif]>waived or cancelled any rights or claims or made any gift of
money or other property, other than in the ordinary course of business,
consistent with past practice;

       

      <![if
!supportLists]>3.1.37.3              
<![endif]>made or suffered any change or changes in its financial
condition, assets, liabilities or business which, singly or in the aggregate,
have materially adversely affected or with the lapse of time or action by any
third party could materially adversely affect its financial condition, assets,
liabilities or its business;

       

      <![if
!supportLists]>3.1.37.4              
<![endif]>suffered or incurred any damage, destruction or any loss which
has materially adversely affected or could materially adversely affect its
financial condition, assets or its business;

       

      <![if
!supportLists]>3.1.37.5              
<![endif]>repurchased, redeemed or otherwise acquired any of its
securities; 

       

      <![if
!supportLists]>3.1.37.6              
<![endif]>authorized or agreed or otherwise become committed to do any of
the foregoing or entered into any transaction except in the normal and ordinary
course of business;

       

      <![if
!supportLists]>3.1.38          
<![endif]>since �January 1, 2008, there has been no material adverse
change in the affairs, business, prospects, operations or condition of the
Corporation, financial or otherwise, whether arising as a result of any
legislative or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labour dispute, flood, drought,
riot, storm, condemnation, act of God, public force or otherwise, except changes
occurring in the usual and ordinary course of business which have not adversely
affected the affairs, business, prospects, operations or condition of the
Corporation, financial or otherwise;

       

      <![if
!supportLists]>3.1.39          
<![endif]>the Books and Records fairly and correctly set out and disclose
the financial position of the Corporation and all material financial
transactions relating to the business now carried on by the Corporation has been
accurately recorded in such Books and Records;

       

      <![if
!supportLists]>3.1.40          
<![endif]>the Corporation is the owner with a good and marketable title,
free and clear of Charges except as set out in Schedule B � Permitted
Encumbrances, of all assets used in connection with its business (and all such
assets are shown or reflected on the respective balance sheet in the Financial
Statements), except only such of the assets of the Corporation as have been
disposed of in the usual and ordinary course of business since the date of the
Financial Statements, and of all assets acquired by the Corporation since
January 1, 2008 �in the usual and ordinary course of business and all assets
leased or licensed as set out in Schedule F - Contracts, Schedule G - Real
Property and Schedule H � Intellectual Property;

       

      <![if
!supportLists]>3.1.41          
<![endif]>to the best of the Vendors� knowledge, information and belief,
the accounts receivable of the Corporation are good accounts receivable
collectible within ninety (90) days and are not subject to any defence,
counterclaim or set-off and the Vendors are not aware of any reason why an
accounts receivable may not be collected;

       

      <![if
!supportLists]>3.1.42          
<![endif]>neither the Vendors nor any Related Party own, directly or
indirectly, any interest in, and are not a director, officer or employee of, any
Person, corporation, firm, association or other business organization which is a
competitor or a potential competitor or a supplier of customers of the
Corporation;

       

      <![if
!supportLists]>3.1.43          
<![endif]>all machinery and equipment owned or used by the Corporation has
been properly maintained and is in good working order for the purposes of
ongoing operation, subject to ordinary wear and tear for machinery and equipment
of comparable age;

       

      <![if
!supportLists]>3.1.44          
<![endif]>all amounts advanced by the Corporation and not related to
operations of the Corporation have been repaid in full;

       

      <![if
!supportLists]>3.1.45          
<![endif]>attached hereto as Schedule O � Bank Accounts is a complete and
correct list (including bank account numbers and addresses) of each bank, trust
company or similar institution in which the Corporation has accounts or safety
deposit boxes and the names of all Persons, including any individual or firm
holding a power of attorney, authorized to draw thereon or to have access
thereto;

       

      <![if
!supportLists]>3.1.46          
<![endif]>except for changes in the ordinary course of business none of
which is materially adverse there is no reason to believe that the benefits of
any relationship with any of the customers or suppliers of or others having
business dealings with the Corporation will not continue after the Closing Date
in substantially the same manner as prior to the date hereof, assuming the
completion on the Closing Date of the transactions contemplated hereby;

       

      Legal Matters

      <![if
!supportLists]>3.1.47          
<![endif]>there are no outstanding orders, notices or similar requirements
relating to the Corporation issued by any building, environmental, fire, health,
labour or police authorities or from any other Government Authority, and there
are no matters under discussion with any such authorities relating to orders,
notices or similar requirements;

       

      <![if
!supportLists]>3.1.48          
<![endif]>there are no claims, actions, suits or proceedings (whether or
not purportedly on behalf of the Corporation) pending or threatened against or
adversely affecting, or which could materially adversely affect the Corporation
or any of its assets or before or by any Governmental Authority, court,
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, whether or not insured, and which might involve the possibility of any
judgment or liability against the Corporation, except such claims, actions,
suits or proceedings as are disclosed in Schedule P � Legal Matters attached
hereto;

       

      <![if
!supportLists]>3.1.49          
<![endif]>the Corporation is conducting business in compliance with all
applicable laws, rules, regulations, notices, approvals, Permits and orders of
all jurisdictions within which it carries on business, and all municipalities
thereof in which its business is carried on, is not in breach of any material
term of any such laws, rules, regulations, notices, approvals, Permits or orders
and is duly licensed, registered or qualified, and duly possesses all Permits
and quotas, in all jurisdictions in which its business is carried on, and all
municipalities thereof in which it carries on its business to enable its
business to be carried on as now conducted and its assets to be owned, leased
and operated, and all such licenses, registrations, qualifications, Permits and
quotas are valid and subsisting and in good standing and none of the same
contains or is subject to any term, provision, condition or limitation which has
or may have an adverse effect on the operation of its business or which may
adversely change or terminate such license, registration, qualification, Permit
or quota by virtue of the completion of the transactions contemplated hereby.��
Schedule P � Legal Matters sets out all licenses, registrations, qualifications,
Permits and quotas possessed by the Corporation and material to its
business;

       

      Real Property

      <![if
!supportLists]>3.1.50          
<![endif]>the Corporation is not the beneficial or registered owner of and
has not agreed to acquire any real property or any interest in any real
property, other than the Leases. 

       

      Environmental

      <![if
!supportLists]>3.1.51          
<![endif]>except as set forth in Schedule Q - Environmental, no Hazardous
Substances has been disposed of, spilled, leaked or otherwise released on, in,
under or from any real property owned, leased or otherwise used by the
Corporation or otherwise in connection with the Corporation�s business, or is
now or has been located in the soil or water (including surface and ground
water) on, in or under any real property owned, leased or otherwise used by the
Corporation;

       

      <![if
!supportLists]>3.1.52          
<![endif]>except as set forth in Schedule Q - Environmental, no Hazardous
Substance is or has been generated, manufactured, treated, processed, used or
stored on any real property owned, leased or otherwise used by the Corporation
except in accordance with all Environmental Laws, and there have not been and
are not now any underground storage tanks on any real property owned, leased or
otherwise used by the Corporation (whether or not regulated and whether or not
out of service, closed or decommissioned);

       

      <![if
!supportLists]>3.1.53          
<![endif]>except as set forth in Schedule Q - Environmental, the operation
of the Corporation�s business conducted on any real property owned, leased or
otherwise used by the Corporation has been and are in full compliance with all
Environmental Laws and the Corporation has obtained all Permits required by all
Environmental Laws for the current operation of its business;

       

      <![if
!supportLists]>3.1.54          
<![endif]>except as set forth in Schedule Q - Environmental, the
Corporation has not handled, treated, stored, transported, released or disposed
of any Hazardous Substance at any off-site facility except in compliance with
Environmental Laws;

       

      <![if
!supportLists]>3.1.55          
<![endif]>except as set forth in Schedule Q - Environmental, no Hazardous
Substance has or may have migrated from any parcel of real property owned,
leased or otherwise used by the Corporation onto or under any neighbouring real
property onto or under any real property owned, leased or otherwise used by the
Corporation;

       

      <![if
!supportLists]>3.1.56          
<![endif]>except as set forth in Schedule Q - Environmental, the Vendors
�are not aware of any pending or threatened litigation or proceeding before any
court or any administrative agency or other Government Authority in which any
Person or entity alleges the presence, release, threat of release, or placement
of any Hazardous Substance on or in any real property owned, leased or otherwise
used by the Corporation or the generation, transportation, storage, treatment or
disposal of any Hazardous Substance on any real property owned, leased or
otherwise used by the Corporation;

       

      <![if
!supportLists]>3.1.57          
<![endif]>except as set forth in Schedule Q - Environmental, the
Corporation has not received any communication or entered into any agreement
with any Government Authority or quasi-governmental authority or agency
(federal, provincial, state, regional, municipal local, whether foreign or
domestic) or any other Person, including, but not limited to, any prior owners
of any real property, relating in any way to the presence, release, threat of
release or placement of any Hazardous Substance on or in any real property, or
the generation, transportation, storage, treatment or disposal of any Hazardous
Substance;

       

      <![if
!supportLists]>3.1.58          
<![endif]>the Corporation has conducted and is presently conducting its
business in compliance with all material laws, rules and regulations of each
jurisdiction, including all Environmental Laws, in which such business is
carried on and the Corporation is not in breach in any material respect of any
such laws, rules, regulations or Environmental Laws;

       

      Tax Matters

      <![if
!supportLists]>3.1.59          
<![endif]>the Corporation does not have any liability, obligation or
commitment for the payment of income taxes, corporate taxes, goods and services
taxes, or any other taxes or duties of whatever nature or kind, or interest or
penalties with respect thereto (such liabilities, interest and penalties are
collectively referred to in this Agreement as �Tax Liability�), except such as
are disclosed in the Financial Statements or such taxes or duties not yet due as
have arisen since the date of the Financial Statements in the usual and ordinary
course of business and for which adequate provision in the accounts of the
Corporation have been made, and the Corporation is not in arrears with respect
to any required withholdings or installment payments of any tax or duty of any
kind and have not filed any waiver for a taxation year under the Tax Act or any
other legislation imposing tax on the Corporation, foreign or domestic;

       

      <![if
!supportLists]>3.1.60          
<![endif]>since January 1, 2008, the Corporation has not:

       

      <![if
!supportLists]>3.1.60.1              
<![endif]>made any election under Section 85 of the Tax Act with respect
to the acquisition or disposition of any property;

       

      <![if
!supportLists]>3.1.60.2              
<![endif]>made any election under Section 83 or 196 of the Tax Act;

       

      <![if
!supportLists]>3.1.60.3              
<![endif]>acquired or had the use of any property from a Person with whom
it was not dealing at Arm�s Length at less than fair market value thereof;

       

      <![if
!supportLists]>3.1.60.4              
<![endif]>forgiven any debt;

       

      <![if
!supportLists]>3.1.60.5              
<![endif]>disposed of anything to a Person with whom it was not dealing at
Arm�s Length for proceeds less than the fair market value thereof; or

       

      <![if
!supportLists]>3.1.60.6              
<![endif]>discontinued carrying on any business in respect of which any
unutilized non-capital losses were incurred;

       

      <![if
!supportLists]>3.1.61          
<![endif]>the Corporation has made all elections required to be made under
the Tax Act in connection with any distributions by it and all such elections
were true and correct and in the prescribed form and were made within the
prescribed time periods;

       

      <![if
!supportLists]>3.1.62          
<![endif]>the year end of the Corporation for income tax purposes is June
30 and the Corporation has never changed its year end; 

       

      <![if
!supportLists]>3.1.63          
<![endif]>there are no outstanding agreements, waivers, or other
arrangements with any Government Authorities providing for an extension of time
with respect to the filing, assessment or reassessment of any tax return by, or
payment of, any tax, governmental charge or deficiency by the Corporation and
the Vendors and the Principals are not aware of any contingent tax liabilities
except as provided for or disclosed in the Financial Statements;

       

      <![if
!supportLists]>3.1.64          
<![endif]>the Vendors are not non-resident persons within the meaning of
the Tax Act and are residents of the Province of Alberta;

       

      Employment Matters

      <![if
!supportLists]>3.1.65          
<![endif]>except as disclosed in Schedule J � Employee Matters, the
Corporation has not, since January 1, 2008, directly or indirectly, made any
increase in the compensation or other benefits payable or to become payable to
their employees or any of them, other than general salary increases in the
ordinary course of business, consistent with past practice, or any increase in
the compensation or other benefits payable or to become payable to any officer
or director or any increase in the benefits provided under any of its pension
plans or other employee benefit plans;

       

      <![if
!supportLists]>3.1.65.1              
<![endif]>written contract or commitment for the employment of any
employee, officer or agent, whether contracts of service or contracts for
services;

       

      <![if
!supportLists]>3.1.65.2              
<![endif]>oral contract or commitment for the employment of any employee,
officer or agent, whether contracts of service or contracts for services, except
for contracts of indefinite hire terminable by the respective company without
cause on reasonable notice;

       

      <![if
!supportLists]>3.1.65.3              
<![endif]>contract or collective agreement with or commitment to any
labour union or employee association and the Corporation has not conducted
negotiations with respect to any future such contracts or commitments and there
are no current or threatened attempts to organize or establish any labour union
or employee association with respect to the Corporation, and no trade union,
council of trade unions, employee bargaining agency or affiliated bargaining
agent:

       

      <![if
!supportLists]>3.1.65.3.1          
<![endif]>holds bargaining rights with respect to any of the employees the
Corporation by way of certification, interim certification, voluntary
recognition, designation or successor rights;

       

      <![if
!supportLists]>3.1.65.3.2          
<![endif]>has applied to be certified as the bargaining agent of any of
the employees of the Corporation; or

       

      <![if
!supportLists]>3.1.65.3.3          
<![endif]>has applied to have the Corporation declared a related employers
pursuant to the Labour
Relations Code (Alberta);

       

      <![if
!supportLists]>3.1.65.4              
<![endif]>bonus, pension, profit sharing, deferred compensation,
retirement, hospitalization, disability, insurance or similar plan or practice,
formal or informal, or policy with respect to any of their employees or others,
other than the Canada Pension Plan, the Alberta Health Care Insurance Plan and
other similar health plans established and administered by any other
jurisdiction (foreign or domestic) and workers� compensation insurance provided
pursuant to statute;

       

      <![if
!supportLists]>3.1.66          
<![endif]>there are no proceedings with respect to the Corporation under
the Labour Relations Code
(Alberta) or any other similar legislation in other jurisdiction (foreign
or domestic), nor are there any labour disputes, grievances, strikes or
lockouts, pending or threatened;

       

      <![if
!supportLists]>3.1.67          
<![endif]>there are no allegations with respect to the Corporation of
unfair labour practices or complaints under the Employment Standards Code,
the Human Rights, Citizenship
and Multiculturalism Act, (Alberta) the Workers Compensation Act
(Alberta) or the Labour
Relations Code (Alberta) or any other similar legislation in any other
jurisdiction (foreign or domestic);

       

      <![if
!supportLists]>3.1.68          
<![endif]>except as disclosed in Schedule J � Employee Matters, no
employee of the Corporation is on lay off, leave of absence, maternity or
disability leave.� Schedule J � Employee Matters sets forth the terms of such
lay off, leave of absence, maternity or disability leave;

       

      <![if
!supportLists]>3.1.69          
<![endif]>except as disclosed in Schedule J � Employee Matters, the
Corporation does not owe any obligations to former employees;

       

      <![if
!supportLists]>3.1.70          
<![endif]>except as disclosed in Schedule J � Employee Matters, there are
no independent contractors engaged by the Corporation;

       

      <![if
!supportLists]>3.1.71          
<![endif]>all plans and policies listed in Schedule J � Employee Matters
have been duly registered where required by, and are in good standing under, all
applicable legislation (foreign or domestic), including, without limiting the
generality of the foregoing, the Tax Act and the Employment Pension Plans Act
(Alberta) or any other similar legislation in any other jurisdiction and
all required employer contributions under any such plans or policies have been
made and no past service funding liabilities exist thereunder;

       

      <![if
!supportLists]>3.1.72          
<![endif]>correct and complete copies of all the contracts, commitments,
policies and plans set out in Schedule J � Employee Matters and all related
documents or, where oral, correct and complete written summaries of the terms
thereof have been provided to the Purchaser.� For the purpose of the foregoing,
�related documents� means, in the case of pension, profit sharing, stock option,
stock purchase, deferred compensation, retirement, health, dental, life,
hospitalization, disability or insurance or similar plans, policies or practices
or incentive arrangements, all material documentation establishing or creating
such plans, policies, practices or incentive arrangements, all amendments
thereto and all material documentation related thereto including without
limitation, trust agreements, funding agreements and other similar agreements,
the most recent financial statements and the most recent actuarial report, if
any, related thereto and all reports, returns and filings in respect of such
plans made with any regulatory agency within the three years prior to the date
hereof;

       

      <![if
!supportLists]>3.1.73          
<![endif]>all employees referred to in Schedule J � Employee Matters are
as of the date hereof bona fide employed for the benefit, and productively
employed in the conduct, of the business of the Corporation;

       

      <![if
!supportLists]>3.1.74          
<![endif]>the amount of salaries, pensions, bonuses, and other
remuneration and fringe benefits of any nature, including vacation pay,
severance pay and unpaid earned wages of the directors, officers and employees
of the Corporation as of the Closing Date have been paid in full or accrued and
there is no outstanding overdue assessment, order, certificate, lien or judgment
under the Employment Standards
Code (Alberta), Human
Rights Code (Alberta), Labour Relations Code
(Alberta), Workers
Compensation Act (Alberta) and any other statute regarding employment of
any jurisdiction (foreign or domestic) in which the Corporation carries on
business or have employees; 

       

      <![if
!supportLists]>3.1.75          
<![endif]>all employer obligations of the Corporation with respect to the
directors, officers and employees of the Corporation for withholding tax, and
for Canada Pension Plan, Employment Insurance, Workers Compensation Board
premiums, contributions or remittances of any kind in all material respects
which are then due, have been paid in full or accrued as of the Closing
Date;

       

      <![if
!supportLists]>3.1.76          
<![endif]>Schedule J � Employee Matters lists all the employees of the
Corporation and accurately sets out in all material respects all banked vacation
entitlement, regular and supplementary vacation pay, banked and deferred
overtime compensation, time-off entitlement, accumulated time-off entitlement,
severance and retirement benefits and any other emoluments or benefits due or
accruing;

       

      <![if
!supportLists]>3.1.77          
<![endif]>there are no warnings or disciplinary action currently
outstanding against, or in the past four (4) years issued to or taken against,
any employee of the Corporation;

       

      <![if
!supportLists]>3.1.78          
<![endif]>except for remuneration paid to employees in the usual and
ordinary course of business and made at current rates of remuneration no
payments have been made or authorized since the date of the Financial Statements
by the Corporation or to officers, directors or employees of the
Corporation;

       

      <![if
!supportLists]>3.1.79          
<![endif]>no director, former director, officer, shareholder or employee
of the Corporation or any person not dealing at Arm�s Length with any such
Person is indebted to the Corporation;

       

      Intellectual Property Matters

      <![if
!supportLists]>3.1.80          
<![endif]>attached hereto as Schedule H � Intellectual Property is a list
of all registered Marks, industrial designs, Internet domain names,� patents and
copyrights and of the registration particulars therefore, of all unregistered
Marks, all unregistered but material copyrights (including all computer
software) and of all patent applications, trade-mark registration applications
and copyright registration applications, both domestic and foreign (and of the
application particulars, as applicable, therefore), owned or used by the
Corporation in its business;

       

      <![if
!supportLists]>3.1.81          
<![endif]>except as disclosed in Schedule H � Intellectual Property:

       

      <![if
!supportLists]>3.1.81.1              
<![endif]>all Intellectual Property both domestic and foreign, used in or
reasonably required for the proper carrying on of the business of the
Corporation is legally and beneficially owned by the Corporation free and clear
of any Charge with the sole and exclusive right to use the same, and all of the
same was validly obtained and is subsisting and in good standing, and is duly
registered in all appropriate offices to preserve the right thereof and
thereto;

       

      <![if
!supportLists]>3.1.81.2              
<![endif]>the Corporation has not granted any rights or license to use any
of its Intellectual Property to other Persons;

       

      <![if
!supportLists]>3.1.81.3              
<![endif]>neither the Vendors �are aware of any activity or conduct by any
other Person which infringes any rights of the Corporation in and to any of
their Intellectual Property;

       

      <![if
!supportLists]>3.1.81.4              
<![endif]>no Person has commenced or threatened to commence proceedings
which call into question the validity of or the Corporation�s title or right to
use any of the Intellectual Property listed on Schedule H � Intellectual
Property or any other Intellectual Property used by the Corporation in its
business, whether by commencing legal or other proceedings pursuant to the Trade-marks Act (Canada), the
Patent Act (Canada),�
or otherwise, or under any similar provision of any comparable legislation of
any other jurisdiction;

       

      <![if
!supportLists]>3.1.81.5              
<![endif]>no Person has made a claim of infringement or breach of any
intellectual property or other proprietary rights by the Corporation nor has the
Corporation received any notice that their conduct infringes upon or breaches
any copyright, patent, industrial design, trade secret, trade-mark, service mark
or trade name rights, or other intellectual property rights domestic or foreign,
of any other Person and the conduct of the Corporation�s business have not
infringed and does not infringe upon any copyright, patent, industrial design,
trade secret, trade-mark, service mark or trade name rights, domestic or
foreign, of any other Person;

       

      <![if
!supportLists]>3.1.81.6              
<![endif]>the Corporation has continuously used the Marks owned by it or
used in association with its business in the form in which they have applied to
register any of the same or in the form registered, as applicable; 

       

      <![if
!supportLists]>3.1.81.7              
<![endif]>the Corporation is the owner of the copyright in, and have in
its possession all of the documentation and all copies of the executable and
source code for each item of computer software which was created by or for it
and have in its possession all of the documentation required to operate each
such item of computer software; and

       

      <![if
!supportLists]>3.1.81.8              
<![endif]>the Corporation uses each item of computer software licensed to
it in accordance with the terms of each such license and none of the same are in
breach of any of the terms of any such license;

       

      <![if
!supportLists]>3.1.82          
<![endif]>the source code for each item of computer software, that is
licensed to the Corporation that is material to the operation of its business
and is not readily replaceable with other commercially available software, has
been placed in escrow and under the terms of any such escrow agreement will be
released to the Corporation, if the licensor of that software ceases to do
business;

       

      <![if
!supportLists]>3.1.83          
<![endif]>all proprietary software, as opposed to licensed software, used
by the Corporation, does not infringe any patent, trade mark, industrial design,
trade secret, copyright or other intellectual property rights of any third
party; and

       

      General

       

      <![if
!supportLists]>3.1.84          
<![endif]>neither this Agreement nor any agreement, certificate or other
document delivered to the Purchaser by or on behalf of the Corporation or the
Vendors in connection with the transaction contemplated hereby contains any
untrue or incomplete statement of material fact or omits information necessary
in order to make the statements contained herein or therein not
misleading.

       

      <![if
!supportLists]>3.2         
<![endif]>Survival of the Vendors�
�Representations, Warranties and Covenants

       

      The
representations and warranties set forth in Section 3.1
 shall survive the completion of the sale and
purchase of the Shares herein provided for and, notwithstanding such
completion:

       

      <![if
!supportLists]>3.2.1             
<![endif]>the representations and warranties relating to the Tax Liability
of the Corporation shall, except for any such representation or warranty which
is false as a result of any misrepresentation attributable to willful default or
fraud on the part of any Person in filing a return or supplying information for
the purposes of the Tax Act or any other legislation imposing tax on the
Corporation or in respect of which Tax Liability a waiver has been filed with
the relevant taxing authority on or before the Closing Date, continue in full
force and effect for the benefit of the Purchaser until ninety (90) days after
the expiration of the last of the periods for assessment or reassessment, if
any, contained in the Tax Act or any other legislation imposing tax on the
Corporation subsequent to the expiration of which an assessment, reassessment or
other form of recognized document assessing liability for tax, interest or
penalties thereunder cannot be issued to the Corporation;

       

      <![if
!supportLists]>3.2.2             
<![endif]>any representation or warranty relating to the Tax Liability of
the Corporation which is false as a result of any misrepresentation attributable
to willful default or fraud on the part of any Person in filing a return or in
supplying information for the purposes of the Tax Act or any other legislation
imposing tax on the Corporation, or in respect of which Tax Liability a waiver
has been filed with the relevant taxing authority on or before the Closing Date,
shall continue in full force and effect for the benefit of the Purchaser and be
unlimited as to duration; and

       

      <![if
!supportLists]>3.2.3             
<![endif]>the remaining representations and warranties set forth in
Section 3.1
 shall continue in full force and effect for the
benefit of the Purchaser for a period of two (2) years from the Closing
Date.

       

      The
covenants of the Vendors set forth in this Agreement shall survive the
completion of the sale and purchase of the Shares herein provided for and,
notwithstanding such completion, shall continue in full force and effect for the
benefit of the Purchaser in accordance with the terms hereof.� Except for
covenants, the subject matter of which contemplates performance beyond two (2)
years from the Closing Date, the covenants of the Vendors set forth in this
Agreement shall continue in full force and effect for the benefit of the
Purchaser for a period of two (2) years from the Closing Date, but not
thereafter.� Nothing herein shall affect or terminate any covenant given
pursuant to any agreement delivered pursuant to the terms of this
Agreement.

       

      <![if
!supportLists]>3.3         
<![endif]>Purchaser�s Representations
and Warranties

       

      The
Purchaser represents and warrants to the Vendors that:

       

      <![if
!supportLists]>3.3.1             
<![endif]>the Purchaser is a corporation duly incorporated, organized and
subsisting under the laws of the Province of Alberta; 

       

      <![if
!supportLists]>3.3.2             
<![endif]>the Purchaser has sufficient corporate power, authority and
right to enter into and deliver this Agreement and to perform and become
obligated as contemplated herein and this Agreement is a legal, valid and
binding obligation of the Purchaser and the Purchaser and is legally enforceable
against the Purchaser and the Purchaser in accordance with its terms; and

       

      <![if
!supportLists]>3.3.3             
<![endif]>the Purchase Price Shares have been authorized and allotted for
issuance to the Vendors and will, when issued, have been duly authorized and
validly issued, as fully paid and non-assessable.

       

      <![if
!supportLists]>3.4         
<![endif]>Survival of the Purchaser�s
Representations, Warranties and Covenants

       

      The
representations and warranties of the Purchaser set forth in Section 3.3
 shall survive the completion of the sale and
purchase of the Shares herein provided for and, notwithstanding such completion,
shall continue in full force and effect for the benefit of the Vendors for a
period of two (2) years from the Closing Date.

       

      The
covenants of the Purchaser set forth in this Agreement shall survive the
completion of the sale and purchase of the Shares herein provided for and,
notwithstanding such completion, shall continue in full force and effect for the
benefit of the Vendors in accordance with the terms thereof.� Except for
covenants, the subject matter of which contemplates performance for two (2)
years from the Closing Date, the covenants of the Purchaser set forth in this
Agreement shall continue in full force and effect for the benefit of the
Vendors� for a period of two (2) years from the Closing Date, but not
thereafter.� Nothing herein shall affect or terminate any covenant given
pursuant to any agreement delivered pursuant to the terms of this
Agreement

       

      <![if
!supportLists]>3.5         
<![endif]>Acknowledgement of
the
Vendors

       

      The
Vendors acknowledge the following:

       

      <![if
!supportLists]>3.5.1             
<![endif]>they have been advised to consult their own legal advisers in
connection with any applicable statutory hold periods and resale restrictions
both in Canada and in the United States, relating to the Purchase Price Shares
and no representation has been made by the Purchaser or its representatives
respecting the applicable statutory hold period or resale restrictions;

       

      <![if
!supportLists]>3.5.2             
<![endif]>they are solely responsible (and the Purchaser is not in any way
responsible) for compliance with applicable hold periods and resale
restrictions, including without limitation the filing of any documentation and,
if applicable, the payment of any fees with any applicable securities regulatory
authority, and that they are aware that they may not be able to resell the
Purchase Price Shares except in accordance with limited exceptions under
applicable securities legislation and regulatory policy and they will not sell,
resell or otherwise transfer the Purchase Price Shares issuable on exercise of
the Warrants except in compliance with applicable laws; 

       

      <![if
!supportLists]>3.5.3             
<![endif]>the Vendors acknowledge and agree that the sale of the Purchase
Price to them, or (if applicable) to such others, is conditional upon, among
other things, such sale being exempt from the prospectus filing requirements and
the requirements for the delivery of an offering memorandum (as defined in any
applicable Canadian securities legislation) of all applicable securities
legislation relating to such sale or upon the issuance of such rulings, orders,
consents or approvals as may be required to permit such sale without the
requirement of filing a prospectus or delivering an offering memorandum;

       

      <![if
!supportLists]>3.5.4             
<![endif]>they have not received, requested or been provided with, nor
have any need to receive, a prospectus, offering memorandum (as defined in any
applicable Canadian securities legislation) or similar disclosure document
relating to the sale of the Purchase Price Shares and/or the business and
affairs of the Purchaser and that the decision to enter into this Agreement and
purchase of the Purchase Price Shares has not been based upon any verbal or
written representation as to fact or otherwise made by or on behalf of the
Purchaser or any officer, director, employee or agent of the Purchaser 

       

      <![if
!supportLists]>3.5.5             
<![endif]>no agency, governmental authority, regulatory body, stock
exchange or other entity has made any finding or determination as to the merit
for investment of, nor have any such agencies or governmental authorities made
any recommendation or endorsement with respect to the Purchase Price
Shares;

       

      <![if
!supportLists]>3.5.6             
<![endif]>no prospectus has been filed by the Corporation with a
securities commission or other securities regulatory authority in any province
of Canada or any other jurisdiction in connection with the issuance of the
Purchase Price Shares and such issuances are exempt from the prospectus
requirements otherwise applicable under the provisions of Canadian securities
laws and, as a result, in connection with their purchase of the Purchase Price
Shares:

       

      <![if
!supportLists]>3.5.6.1                 
<![endif]>they are restricted from using most of the civil remedies
available under Canadian securities laws;

       

      <![if
!supportLists]>3.5.6.2                 
<![endif]>they will not receive information that would otherwise be
required to be provided to them under applicable securities laws or contained in
a prospectus prepared in accordance with applicable securities laws; and

       

      <![if
!supportLists]>3.5.6.3                 
<![endif]>the Purchaser is relieved from certain obligations that would
otherwise apply under such applicable securities laws; 

       

      <![if
!supportLists]>3.5.7             
<![endif]>the Purchase Price Shares are being offered for sale only on a
�private placement� basis; and

       

      <![if
!supportLists]>3.5.8             
<![endif]>the Purchaser is not a reporting issuer in any province of
Canada and, as such, the hold periods applicable to the Purchase Price Shares
may never expire and such securities may never be resold except pursuant to a
further statutory exemption or discretionary order.

       

      <![if
!supportLists]>3.6         
<![endif]>Legend

       

      Upon
the original issuance thereof, and until such time as the same is no longer
required under applicable requirements of the U.S. Securities Act, applicable
state securities laws, or Canadian securities laws the certificates representing
the Purchase Price Shares and all certificates issued in exchange therefore or
in substitution thereof, shall bear a legend in substantially the form set forth
below:

       

      �THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE �U.S. SECURITIES ACT�), OR ANY STATE SECURITIES LAWS, AND MAY BE
OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE
CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (C)
IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS; (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATIONS UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS,
AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM
COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR
TO SUCH OFFER, SALE OR TRANSFER.�

       

      "UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATTER OF [(i)THE
DISTRIBUTION DATE]; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN
THE PROVINCE OR TERRITORY."

       

      <![if !supportLists]>Article 4
<![endif]>-
COVENANTS

       

      <![if
!supportLists]>4.1         
<![endif]>Covenants of Vendors and
Principals - Taxes

       

      The
Purchaser does not assume and shall not be liable for any taxes under the Tax
Act or any other taxes whatsoever which may be or become payable by the Vendors
including, without limiting the generality of the foregoing, any taxes resulting
from or arising as a consequence of the sale by the Vendors to the Purchaser of
the Shares as herein contemplated. The Vendors �shall cause the Corporation up
to the Closing Date, to duly and in a timely manner file all tax returns
required to be filed by them and to promptly pay all taxes, assessments and
governmental charges which are claimed by any Government Authority to be due and
owing, and shall not cause or permit the Corporation to enter into any
agreement, waiver or other arrangement providing for an extension of time with
respect to the filing of any tax return or the payment or assessment of any tax,
governmental charge or deficiency and shall duly and in a timely manner file all
other reports or returns required to be filed by the Corporation under any
applicable legislation or regulation.

       

      <![if
!supportLists]>4.2         
<![endif]>Covenants of Vendors �-
Representations, Warranties and Covenants

       

      The
Vendors shall, jointly and severally, take all actions within their control to
ensure that the representations and warranties of the Vendors are true and
correct at the Time of Closing on the Closing Date and shall use their
reasonable commercial efforts and shall have acted in good faith to cause the
conditions of closing for the benefit of the Purchaser and the Vendors to have
been performed or complied with by the Time of Closing on the Closing
Date.

       

      <![if
!supportLists]>4.3         
<![endif]>Covenants of Vendors �-
Conduct Prior to Closing

       

      Without
any way limiting any other obligation hereunder, during the period from the date
hereof to the Time of Closing:

       

      <![if
!supportLists]>4.3.1             
<![endif]>the Vendors shall cause the Corporation to conduct, and the
Corporation shall conduct, its business and operation and affairs in the
ordinary and normal course consistent with past practices, and the Corporation
shall not without prior written consent of the Purchaser, enter into any
transaction or refrain from doing any action that, if effected, before the date
of this Agreement would constitute a breach of any representation, warranty,
covenant or other obligation of the Corporation, the Vendors or Claussen
contained herein, and the Corporation shall not sell, lease, transfer, assign,
pledge, encumber, Charge or otherwise dispose of any of the assets, personal
property, Real Property, Leased Property or items relating to the business
operations without prior written consent of the Purchaser which the Purchaser
may withhold in its sole and unfettered discretion.� Without limiting the
generality of the foregoing, the Vendors shall not permit the Corporation to
take any step or enter into any transaction which will adversely affect the
Working Capital position of the Corporation at the Time of Closing, except such
steps or transactions which are in the ordinary and normal course of business,
consistent with past practices;

       

      <![if
!supportLists]>4.3.2             
<![endif]>the Vendors shall cause the Corporation to maintain in full
force and effect all policies of insurance or renewals thereof now in effect and
as listed in Schedule K - Insurance;

       

      <![if
!supportLists]>4.3.3             
<![endif]>the Vendors shall use their respective best efforts to preserve,
and cause the Corporation to preserve intact the business of the Corporation,
the property, the assets, the operations and the affairs of the Corporation and
to carry on such business and affairs as currently conducted, and to promote and
preserve for the Purchaser the goodwill of suppliers, customers and others
having business relations with the Corporation;

       

      <![if
!supportLists]>4.3.4             
<![endif]>the Vendors shall ensure that the Corporation pays and
discharges all liabilities of the Corporation in the ordinary course and in
accordance and consistent with the previous practice of the Corporation, except
those contested in good faith by the Corporation;

       

      <![if
!supportLists]>4.3.5             
<![endif]>the Vendors covenant that they shall not, directly or
indirectly, through an officer, director, employee, representative, financial
advisor, agent or independent contractor of the Vendors or otherwise, entertain
or solicit any offers to purchase the Shares or the business of the Corporation
from any Person whatsoever;

       

      <![if
!supportLists]>4.3.6             
<![endif]>the Vendors shall cause the Corporation to not make any capital
expenditures, other than in the ordinary course of business, without the prior
written consent of the Purchaser, which the Purchaser may withhold in its sole
and unfettered discretion, in excess of five thousand ($5,000.00) dollars;
and

       

      <![if
!supportLists]>4.3.7             
<![endif]>the Vendors shall not permit the Corporation to alter, amend or
terminate any existing employment agreements or arrangement with any of its
employees without the prior written consent of the Purchaser, which the
Purchaser may withhold in its sole and unfettered discretion.

       

      <![if
!supportLists]>4.4         
<![endif]>Compliance with Securities
Laws

       

      The
Vendors agree that, if required by applicable securities law, regulations,
rules, policies or orders or by any securities commission, stock exchange or
other regulatory authority, the Vendors will execute, deliver and file and
otherwise assist the Purchaser in filing such reports, undertakings and other
documents with respect to the transactions herein contemplated.� 

       

      <![if
!supportLists]>4.5         
<![endif]>Covenants of the Purchaser -
Representations, Warranties and Covenants

       

      The
Purchaser shall take all actions within its control to ensure that the
representations and warranties of the Purchaser are true and correct at the Time
of Closing on the Closing Date and shall use its reasonable commercial efforts
and shall have acted in good faith to cause the conditions of closing for the
benefit of the Vendors and the Purchaser to have been performed or complied with
by the Time of Closing on the Closing Date.

       

      <![if
!supportLists]>4.6         
<![endif]>Covenant of the Purchaser -
Post-Closing Matters

       

      Immediately
following the Time of Closing on the Closing Date, the Purchaser shall cause
Claussen to be appointed to the board of directors of the Purchaser.� 

       

      -
�CONDITIONS

       

      <![if
!supportLists]>4.7         
<![endif]>Conditions for the Benefit
of the Purchaser

       

      The sale by the Vendors and the purchase by the
Purchaser of the Shares are subject to the following conditions which are for
the exclusive benefit of the Purchaser to be performed or complied with at or
prior to the time specified below:

       

      <![if
!supportLists]>4.7.1             
<![endif]>satisfactory due diligence investigations of the Corporation by
the Purchaser, in its sole and unfettered discretion, to be completed on or
before the Time of Closing on the Closing Date;

       

      <![if
!supportLists]>4.7.2             
<![endif]>receipt by the Purchaser of approval of its board of directors
to the transactions herein contemplated at or prior to the Time of Closing on
the Closing Date;

       

      <![if
!supportLists]>4.7.3             
<![endif]>the Vendors shall have caused the Corporation to adopt a new
business plan to concentrate its efforts in areas relating to sales, production
and delivery of its technology to market, development and growth strategies of
the existing assets, mergers and acquisitions related to the oilfield service
sector and oilfield technology and the acquisition of technology and
infrastructure to support the Corporation�s technologies;

       

      <![if
!supportLists]>4.7.4             
<![endif]>regulatory approval necessary to complete the transactions
herein contemplated at or prior to the Time of Closing on the Closing
Date;

       

      <![if
!supportLists]>4.7.5             
<![endif]>the representations and warranties of the Vendors set forth in
Section 3.1
 shall be true and correct at the Time of Closing on
the Closing Date (without prejudice to any right or remedy of the Purchaser
after closing in the event that a representation or warranty is untrue) with the
same force and effect as if made at and as of such time;

       

      <![if
!supportLists]>4.7.6             
<![endif]>the Vendors shall have performed or complied with all of the
terms, covenants and conditions of this Agreement to be performed or complied
with by them at or prior to the Time of Closing on the Closing Date;

       

      <![if
!supportLists]>4.7.7             
<![endif]>the Vendors shall provide such certificates, affidavits or
statutory declarations as the Purchaser's Counsel may reasonably think necessary
in order to establish that the terms, covenants and conditions contained in this
Agreement to have been performed or complied with at or prior to the Time of
Closing� on the Closing Date have been performed and complied with and that the
representations and warranties of the Vendors �herein given are true and correct
at the Time of Closing on the Closing Date;

       

      <![if
!supportLists]>4.7.8             
<![endif]>all technology, blueprints and equipment pertaining to the split
ball blow-out preventers, well cap device and subsea drilling vessel technology
of or associated with the Corporation will have been properly assigned to the
Corporation, to the satisfaction of the Purchaser, in its sole and unfettered
discretion;

       

      <![if
!supportLists]>4.7.9             
<![endif]>no material damage by fire or other hazard to the assets, the
Real Property or the Leased Property of the Corporation shall have occurred from
the date hereof to the Time of Closing on the Closing Date;

       

      <![if
!supportLists]>4.7.10          
<![endif]>no legislation (whether by statute, regulation,
order-in-council, notice of ways and means motion, by-law or otherwise) shall
have been enacted, introduced or tabled which, in the reasonable opinion of the
Purchaser, materially adversely affects the businesses of the Corporation;

       

      <![if
!supportLists]>4.7.11          
<![endif]>no action or proceeding shall be pending or threatened by any
Person to restrain or prohibit:

       

      <![if
!supportLists]>4.7.11.1              
<![endif]>the purchase and sale of the Shares; and

       

      <![if
!supportLists]>4.7.11.2              
<![endif]>the Corporation from carrying on its business being carried on
at the date hereof;

       

      <![if
!supportLists]>4.7.12          
<![endif]>there shall not exist any material adverse change in the
financial position or condition of the Corporation or its business, operations
or affairs from that disclosed in the Financial Statements;

       

      <![if
!supportLists]>4.7.13          
<![endif]>all directors and officers of the Corporation specified by the
Purchaser shall resign;

       

      <![if
!supportLists]>4.7.14          
<![endif]>written consent of the landlords, under each of the leases
listed in Schedule G � Real Property to the sale and purchase of the Shares
without affecting said leases shall have been obtained, including estoppel
certificates; 

       

      <![if
!supportLists]>4.7.15          
<![endif]>discharge of all Charges other than Permitted Encumbrances shall
have been obtained and registered;

       

      <![if
!supportLists]>4.7.16          
<![endif]>each of the Vendors and all directors and officers of the
Corporation shall release the Corporation from any and all possible claims
against the Corporation arising from any act, matter or thing arising at or
prior to the Time of Closing on the Closing Date;

       

      <![if
!supportLists]>4.7.17          
<![endif]>the Vendors shall have terminated all shareholders� agreements
pertaining to the Corporation; and

       

      <![if
!supportLists]>4.7.18          
<![endif]>all necessary steps and proceedings shall have been taken to
permit the Shares to be duly and regularly transferred to and registered in the
name of the Purchaser free and clear of all Charges.

       

      <![if
!supportLists]>4.8         
<![endif]>Remedies of
Purchaser

       

      In case any term or covenant of the Vendors or
condition to be performed or complied with for the benefit of the Purchaser at
or prior to the Time of Closing on the Closing Date shall not have been
performed or complied with at or prior to the Time of Closing on the Closing
Date, the Purchaser may, without limiting any other right that the Purchaser may
have, at its sole option, either:

       

      <![if
!supportLists]>4.8.1             
<![endif]>rescind this Agreement by notice to the Vendors and in such
event the Purchaser shall be released from all obligations hereunder; or

       

      <![if
!supportLists]>4.8.2             
<![endif]>waive compliance with any such term, covenant or condition in
whole or in part on such terms as may be agreed upon without prejudice to any of
its rights of rescission in the event of non-performance of any other term,
covenant or condition in whole or in part;

       

      and
if the Purchaser rescinds this Agreement pursuant to Section 4.8
 and the term, covenant or condition for which the
Purchaser has rescinded this Agreement was one that the Vendors have covenanted,
pursuant to Article 4
 , to ensure had been performed or complied with the
Vendors, jointly and severally, shall be liable to the Purchaser for Losses
incurred by the Purchaser as a result of such breach.

       

      <![if
!supportLists]>4.9         
<![endif]>Condition for the Benefit of
the Vendors

       

      The
sale by the Vendors and the purchase by the Purchaser of the Shares are subject
to the following conditions which are for the exclusive benefit of the Vendors
to be performed or complied with at or prior to the Time of Closing on the
Closing Date:

       

      <![if
!supportLists]>4.9.1             
<![endif]>no action or proceeding shall be pending or threatened by any
Person to restrain or prohibit:

       

      <![if
!supportLists]>4.9.1.1                 
<![endif]>the purchase and sale of the Shares; and

       

      <![if
!supportLists]>4.9.1.2                 
<![endif]>the Purchaser from carrying on its business being carried on at
the date hereof;

       

      <![if
!supportLists]>4.9.2             
<![endif]>there shall not exist any material adverse change in the
financial position or condition of the Purchaser or its business, operations or
affairs;

       

      <![if
!supportLists]>4.9.3             
<![endif]>satisfactory due diligence investigations of the Purchaser by
the Vendors, in their sole and unfettered discretion, to be completed on or
before the Time of Closing on the Closing Date;

       

      <![if
!supportLists]>4.9.4             
<![endif]>the Purchaser shall have taken reasonable steps to recruit and
appoint a new management team, including a new chief operating officer and chief
financial officer to the satisfaction of the Vendors, acting reasonably;

       

      <![if
!supportLists]>4.9.5             
<![endif]>the representations and warranties of the Purchaser set forth in
Section 3.3
 shall be true and correct at the Time of Closing� on
the Closing Date with the same force and effect as if made at and as of such
time;

       

      <![if
!supportLists]>4.9.6             
<![endif]>the Purchaser shall have performed or complied with all of the
terms, covenants and conditions of this Agreement to be performed or complied
with by the Purchaser at or prior to the Time of Closing on the Closing Date;


       

      <![if
!supportLists]>4.9.7             
<![endif]>no action or proceeding shall be pending or threatened by any
Person to restrain or prohibit:

       

      <![if
!supportLists]>4.9.7.1                 
<![endif]>the issuance of the Purchase Price Shares; and

       

      <![if
!supportLists]>4.9.7.2                 
<![endif]>the Purchaser from carrying on its business being carried on at
the date hereof;

       

      <![if
!supportLists]>4.9.8             
<![endif]>the Purchaser shall provide such certificates, affidavits or
statutory declarations of the Purchaser as the Vendors may reasonably think
necessary in order to establish that the terms, covenants and conditions
contained in this Agreement to have been performed or complied with by the
Purchaser at or prior to the Time of Closing on the Closing Date have been
performed and complied with and that the representations and warranties of the
Purchaser herein given are true and correct at the Time of Closing on the
Closing Date.

       

      <![if
!supportLists]>4.10       <![endif]>Remedies of the
Vendors

       

      In
case any term or covenant of the Purchaser or condition to be performed or
complied with for the benefit of the Vendors at or prior to the Time of Closing
on the Closing Date shall not have been performed or complied with at or prior
to the Time of Closing on the Closing Date, the Vendors may, without limiting
any other right that the Vendors may have, at their sole option, either:

       

      <![if
!supportLists]>4.10.1          
<![endif]>rescind this Agreement by notice to the Purchaser, and in such
event the Vendors and the Corporation shall be released from all obligations
hereunder; or

       

      <![if
!supportLists]>4.10.2          
<![endif]>waive compliance with any such term, covenant or condition in
whole or in part on such terms as may be agreed upon without prejudice to any of
its rights of rescission in the event of non-performance of any other term,
covenant or condition in whole or in part;

       

      and
if the Vendors rescinds this Agreement pursuant to Section 4.10
 and the term, covenant or condition for which the
Vendors has rescinded this Agreement was one that the Purchaser had covenanted,
pursuant to Article 4
 , to ensure had been performed or complied with, the
Purchaser shall be liable to the Vendors for any Losses incurred by the Vendors
as a result of such breach.

       

      <![if
!supportLists]>Article 5
<![endif]>�CLOSING

       

      <![if
!supportLists]>5.1         
<![endif]>Closing

       

      The
purchase and sale of the Shares shall be completed at the Time of Closing on the
Closing Date at the offices of Bryan & Company, 2600 Manulife Place, 10180 -
101 Street, Edmonton, Alberta, T5J 3Y2.

       

      <![if
!supportLists]>5.2         
<![endif]>Deliveries at the
Closing

       

      At
the Time of Closing on the Closing Date, the Vendors shall deliver the share
certificates representing the Shares and such other documents as are required or
contemplated to be delivered by the Vendors or the Corporation pursuant to this
Agreement, and the Purchaser shall pay the amounts set out in Section 2.2
 and deliver such other documents as are required or
contemplated to be delivered by the Purchaser pursuant to this Agreement. All
such deliveries and payments by the parties to this Agreement pursuant to the
terms hereof shall be deemed to be concurrent requirements such that nothing
will be completed until everything has been delivered and paid. 

       

      Without
limiting the generality of the foregoing, at the Time of Closing on the Closing
Date, the Vendors and the Corporation, as the case may be, shall deliver to the
Purchaser:

       

      <![if
!supportLists]>5.2.1             
<![endif]>the corporate seals of the Corporation;

       

      <![if
!supportLists]>5.2.2             
<![endif]>all minute books of the Corporation and all Books and
Records;

       

      <![if
!supportLists]>5.2.3             
<![endif]>all share certificates representing the Shares duly endorsed in
blank for transfer (with signatures witnessed or executed in person as
hereinbefore provided) free and clear of any and all Charges whatsoever;

       

      <![if
!supportLists]>5.2.4             
<![endif]>duly executed releases from the Vendors and each director and
officer of the Corporation in favour of the Corporation;

       

      <![if
!supportLists]>5.2.5             
<![endif]>originally executed copies of all transaction documents
pertaining to the Pre-Closing Transaction;

       

      <![if
!supportLists]>5.2.6             
<![endif]>certificates of the Vendors as to the matters referred to in
Section 4.7.7
 hereof; 

       

      <![if
!supportLists]>5.2.7             
<![endif]>the resignations of each director and officer of the Corporation
effective as at the Time of Closing� on the Closing Date;

       

      <![if
!supportLists]>5.2.8             
<![endif]>the employment agreement as referenced in Schedule T.

       

      <![if
!supportLists]>5.2.9             
<![endif]>the unanimous shareholders agreement termination agreement as
referred to in Section 4.7.17
 ;

       

      <![if
!supportLists]>5.2.10          
<![endif]>consent from all landlords of each of the Leased Properties
consenting to the change of Control of the Corporation;

       

      <![if
!supportLists]>5.2.11          
<![endif]>consent from all Persons whose consent is required with respect
to the change of Control of the Corporation;

       

      <![if
!supportLists]>5.2.12          
<![endif]>all other deliveries referred to in Section 4.7
 ; and

       

      all
other documents reasonably requested by the Purchaser�s Counsel.

       

      Without limiting the generality of the foregoing,
at the Time of Closing on the Closing Date, the Purchaser shall deliver to the
Vendors:

       

      <![if
!supportLists]>5.2.13          
<![endif]>share certificates representing the Purchase Price Shares;

       

      <![if
!supportLists]>5.2.14          
<![endif]>the Employment Agreement;

       

      <![if
!supportLists]>5.2.15          
<![endif]>certificate of the Purchaser as to the matters referred to in
Section 4.9.8
 ; 

       

      <![if
!supportLists]>5.2.16          
<![endif]>all other deliverables referred to in Section 4.9
 ; and

       

      all
other documents reasonably requested by the Vendors.

       

      <![if
!supportLists]>Article 6
<![endif]>GENERAL

       

      <![if
!supportLists]>6.1         
<![endif]>Further
Assurances

       

      Each
of the Vendors and the Purchaser shall from time to time execute and deliver all
such further documents and instruments and do all acts and things as the other
party may, either before or after the Closing Date, reasonably require to
effectively carry out or better evidence or perfect the full intent and meaning
of this Agreement.

       

      <![if
!supportLists]>6.2         
<![endif]>Time
of the Essence

       

      Time
shall be of the essence of this Agreement.

       

      <![if
!supportLists]>6.3         
<![endif]>Professional
Fees

       

      Each
of the parties hereto shall pay their respective legal and accounting costs and
expenses (including any broker�s fees) incurred in connection with the
preparation, execution and delivery of this Agreement and all documents and
instruments executed pursuant hereto and any other costs and expenses whatsoever
and howsoever incurred.

       

       

       

       

       

      <![if
!supportLists]>6.4         
<![endif]>Remedies Not
Exclusive

       

      No
remedy herein conferred upon any parties is intended to be exclusive to any
other remedy available to that party but each remedy shall be cumulative and
shall be in addition to every other remedy given hereunder, now, or hereafter
existing at law, or in equity or by statute.

       

      <![if
!supportLists]>6.5         
<![endif]>Public
Announcements

       

      The
Vendors, the Corporation, and the Purchaser shall each seek the approval of the
other in advance of making any public statements in respect to matters herein
contemplated, and the existence of this Agreement.� The provisions contained in
this Section 6.5
 shall in no way limit or purport to limit the
Purchaser's obligations to comply with disclosure requirements of applicable
securities law.

       

      <![if
!supportLists]>6.6         
<![endif]>Benefit of the
Agreement

       

      This
Agreement shall enure to the benefit of and be binding upon the respective
heirs, executors, administrators, successors and permitted assigns of the
parties hereto.

       

      <![if
!supportLists]>6.7         
<![endif]>Entire
Agreement

       

      This
Agreement, and any agreement delivered pursuant to the terms hereof, constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and cancels and supersedes any prior understandings and agreements
between the parties hereto with respect thereto.� There are no representations,
warranties, terms, conditions, undertakings or collateral agreements, express,
implied or statutory, between the parties other than as expressly set forth in
this Agreement and any agreement delivered pursuant to the terms hereof.� 

       

      <![if
!supportLists]>6.8         
<![endif]>Amendments and
Waiver

       

      No
modification of or amendment to this Agreement shall be valid or binding unless
set forth in writing and duly executed by all of the parties hereto and no
waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided, shall be limited to the
specific breach waived.

       

      <![if
!supportLists]>6.9         
<![endif]>Assignment

       

      This
Agreement may not be assigned by any Party without the express written consent
of all other Parties. 

       

      <![if
!supportLists]>6.10       <![endif]>Notices

       

      Any
demand, notice or other communication to be given in connection with this
Agreement shall be given in writing and shall be given by personal delivery, by
registered mail or by electronic means of communication addressed to the
recipient.

       

       

       

      To
the Vendors:

       

       

       

      Behral
Canada Inc.

       

      Attention:�
Steve Claussen

       

      To
the Purchaser: Capital Reserve Canada Ltd.

       

      4403
- 68 Avenue NW

       

      Edmonton,
Alberta T6B 2N2

       

      Telephone:�����������
(780) 460-4566

       

      Fax:����������������������
(780) 460-0355

       

      Attention:�
Lisa Jacobson

       

      or
to such other address, individual or electronic communication number as may be
designated by notice given by either party to the other.� Any demand, notice or
other communication given by personal delivery shall be conclusively deemed to
have been given on the day of actual delivery thereof and, if given by
registered mail, on the 5th Business Day following the deposit thereof in the
mail and, if given by electronic communication, on the day of transmittal
thereof if given during the normal business hours of the recipient and on the
Business Day during which such normal business hours next occur if not given
during such hours on any day.� If the party giving any demand, notice or other
communication knows or ought reasonably to know of any difficulties with the
postal system which might affect the delivery of mail, any such demand, notice
or other communication shall not be mailed but shall be given by personal
delivery or by electronic communication.

       

      <![if
!supportLists]>6.11       <![endif]>Governing Law

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Alberta and the laws of Canada applicable therein.

       

      <![if
!supportLists]>6.12       <![endif]>Attornment

       

      For
the purpose of all legal proceedings this Agreement shall be deemed to have been
performed in the Province of Alberta and the courts of the Province of Alberta
shall have jurisdiction to entertain any action arising under this Agreement.�
The Vendors, Claussen and the Purchaser each hereby attorns to the jurisdiction
of the courts of the Province of Alberta.

       

      <![if
!supportLists]>6.13       <![endif]>Severability

       

      If
any provisions of this Agreement are determined to be invalid or unenforceable
by a Court of competent jurisdiction from which no further appeal lies or is
taken, that provision shall be deemed to be severed herefrom and the remaining
provisions of this Agreement shall not be affected thereby and shall remain
valid and enforceable.

       

      <![if
!supportLists]>6.14       <![endif]>Execution by
Counterpart

       

      This
Agreement may be signed or executed in several counterparts and delivered by
facsimile and the signing, execution or delivery of such counterparts shall have
the same effect as the signing, execution or delivery of a single
original.

       

       

       

      �����������������������
IN WITNESS WHEREOF the parties have executed this Agreement the date first
above.

       

       

       

      CAPITAL RESERVE CANADA
LIMITED

       

       

       

      �����������������������������������������������������������
����������� ����������� Per:���� /s/ Capital Reserve
Canada�������������� 

       

       

       

       

       

      �����������������������������������
����������� ����������� ����������� ����������� /s/ Steve
Claussen����������������������������
����������� 

       

      Witness����������������������
����������� ����������� ����������� ����������� STEVE CLAUSSEN 

       

       

       

      �����������������������������������
����������� ����������� ����������������������� /s/ Barbara
Troisin�����������������������������������������


       

      Witness����������������������������������
����������� ����������������������� BARBARA TROSIN 

       

       

       

    


    
      SCHEDULE A - FINANCIAL
STATEMENTS

       

       

       

       

       

      Financial Statements are in accordance with the books and accounts of
the Corporation and are filed in the Companies minutes book.

       

      present fairly, correctly, completely and accurately the financial
position of the Corporation and the results of its operations as of the dates
and throughout the periods indicated,

       

      have been prepared in accordance with GAAP consistently applied
throughout the periods indicated and in relation to prior years.

       

       

       

       

       

    


    
       

       

      SCHEDULE B - PERMITTED
ENCUMBRANCES

       

       

       

       

       

      Behral Canada has no
encumbrances

       

       

       

    


    
       

       

      SCHEDULE C - ALLOCATION OF PURCHASE
PRICE

       

       

       

       

       

      At
the request of the Vendors.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      SCHEDULE D - DIVIDENDS, LOANS,
ETC.

       

       

       

       

       

      Behral
Canada Inc has no Dividends, Loans outstanding and no other distribution on any
of their respective securities or shares has been made by the Corporation, and
all dividends which to the date hereof have been declared or paid by the
Corporation have been duly and validly declared or paid in compliance with all
laws;

       

    


    
       

       

      SCHEDULE E -
SUBSIDIARIES

       

       

       

       

       

      Behral Canada Inc has agreed to purchase all common shares of
Citizen Globe Media Inc from Jeff Leslie and Solus Interactive Media Group for a
combined value of $210,000.00 of which there is a balance outstanding and
payable September 1st
2008 of $70,000.00 in a form acceptable by both parties.

       

    


    
       

       

      SCHEDULE F - CONTRACTS

       

       

       

       

       

      �The Corporation has not entered into any negotiations to amend such
agreements, contracts and commitments nor has the Corporation been approached by
the other parties to such agreements, contracts or commitments for the purpose
of amending their terms;

    


    
       

       

      SCHEDULE G - REAL
PROPERTY

       

       

       

      the Corporation is not a party to
any lease or agreement in the nature of a lease for real property, whether as
lessor or lessee

       

       

       

    


    
       

       

      SCHEDULE H � INTELLECTUAL AND PATENT
PROPERTY

       

       

       

       

       

      Serial # 472,497, filed Jan. 21,
1985 - Floating Offshore Drilling Vessel

Serial # 472,498, filed Jan. 21,
1985 - Riser Handling & B.O.P. Stack
Handling System

Serial #
472,499, filed Jan. 21, 1985 - Sub-Sea B.O.P. Stack Control System

Serial
# 472,500, filed Jan. 21, 1985 - Blow-Out Preventor

       

       

       

      Canadian patent, number 1239091
-Blowout preventer valve and BOP stack

       

       

       

      Canadian patent number 1239090 -
Subsea BOP stack control system

       

       

       

      Patent application no. 2088794
-portable blowout controller

       

    


    
       

       

      SCHEDULE I - RELATED PARTY
TRANSACTIONS

       

       

       

       

       

      None
of the property and assets of the Corporation are being used for the personal
use of any Related Party; 

       

       

       

       

       

    


    
       

       

      SCHEDULE J - EMPLOYEE
MATTERS

       

       

       

       

       

      None applicable

       

       

       

    


    
       

       

      SCHEDULE K - INSURANCE

       

       

       

       

       

      All insurance packages will be
approved by the corporation.

       

       

       

    


    
       

       

      SCHEDULE L - DEBTS AND
LIABILITIES

       

       

       

      There are no
outstanding debts or liabilities against the Corporation except as outlined in
Schedule E; and trade debts incurred in the usual and ordinary course of
business.

       

       

       

       

       

    


    
       

       

      SCHEDULE M - CAPITAL ASSETS
SOLD

       

       

       

       

       

      none

       

       

       

    


    
       

       

      SCHEDULE N - CAPITAL
EXPENDITURES

       

       

       

      None since January 1, 2008

       

       

       

    


    
       

       

      SCHEDULE O - BANK
ACCOUNTS

       

       

       

       

       

      BMO Bank of Montreal

       

      St. Albert, Alberta

       

       

       

       

       

    


    
       

       

      SCHEDULE P - LEGAL
MATTERS

       

       

       

       

       

      There are no
outstanding orders, notices or similar requirements relating to the Corporation
issued by any building, environmental, fire, health, labour or police
authorities or from any other Government Authority, and there are no matters
under discussion with any such authorities relating to orders, notices or
similar requirements;

       

       

       

       

       

    


    
       

       

      SCHEDULE Q -
ENVIRONMENTAL

       

       

       

       

       

      There are no
outstanding orders, notices or similar requirements relating to the Corporation
issued by any building, environmental, fire, health, labour or police
authorities or from any other Government Authority, and there are no matters
under discussion with any such authorities relating to orders, notices or
similar requirements;

       

       

       

    


    
       

       

      SCHEDULE R - TAX
ACCOUNTS

       

       

       

       

       

      N/A

       

       

       

    


    
       

       

      SCHEDULE S - LEGAL
MATTERS

       

       

       

       

       

    


    
       

       

      SCHEDULE T - EMPLOYMENT
AGREEMENT

       

       

       

       

       

      Capital Reserve Canada (CRC) agrees
to enter into a Employee Agreements with Steve Claussen that includes salaries,
benefits, profit sharing and stock option agreement that are in accordance with
industry standards and agreed on by the Corporation. CRC agrees to enter into
the employee agreement within 30 days from the acceptance and execution of this
agreement.