**SHARE
      EXCHANGE AGREEMENT**




This
      SHARE EXCHANGE AGREEMENT (the *“Agreement”* )
      dated
      as of August 17, 2006 by and among Vitasti Inc., a Delaware corporation
      ( *“VITS”* ),
      and
      Welwind Energy International Corporation, an Alberta, Canada corporation
      ( *“WEIC”* )
      and the
      undersigned shareholders of WEIC as listed on Schedule 1 attached hereto
      (the *“Selling
      Shareholders”* ).
      VITS,
      WEIC and the Selling Shareholders are referred to collectively herein as the
      “ *Parties* .”





**WHEREAS:**




A.  The
      Selling Shareholders are the registered and beneficial owners of all 210 Class
      A
      issued and outstanding shares in the capital of WEIC;




B.  VITS
      has
      agreed to issue eleven million (11,000,000) common shares (the *“Purchase
      Price”* )
      of VITS
      to the Selling Shareholders as consideration for the purchase of all of the
      issued and outstanding common shares of WEIC held by the Selling
      Shareholders;





C.  WEIC
      represents that its current officers, managers and employees shall use
      reasonable efforts to continue the ongoing operations of WEIC’s business
      following closing of this transaction, including the development, construction,
      and operation of the Projects defined below.




D.  Upon
      the
      terms and subject to the conditions set forth in this Agreement, the Selling
      Shareholders have agreed to sell all of the issued and outstanding common shares
      of WEIC held by the Selling Shareholders to VITS in exchange for common shares
      of VITS.





E.  The
      agreement dated April 11, 2006 by and between VITS and WEIC with respect to
      the
      sale of assets of WEIC is hereby null and void and is superseded by this
      Agreement by and between all parties.




**NOW
      THEREFORE THIS AGREEMENT WITNESSES** that in
      consideration of covenants and agreements set forth herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree each with the other as
      follows:





1.  DEFINITIONS




1.1  Definitions.
      The following terms have the following meanings, unless the context indicates
      otherwise:




*“Agreement”* shall
      mean this Agreement, and all the exhibits, schedules and other documents
      attached to or referred to in this Agreement, and all amendments and
      supplements, if any, to this Agreement;




“ *Closing”* shall
      mean the completion of the Transaction, in accordance with §8 hereof, at which
      the Closing Documents shall be exchanged by the parties, except for those
      documents or other items specifically required to be exchanged at a later
      time;




*“Closing
      Date”* shall
      mean a date mutually agreed upon by the parties hereto in writing and in
      accordance with §8 following the satisfaction or waiver by VITS and WEIC of the
      conditions precedent set out in §5.1 and §5.2 respectively; but in no event will
      the Closing Date be later than July 25, 2006, without the consent of all parties
      hereto;




*“Closing
      Documents”* shall
      mean the papers, instruments and documents required to be executed and delivered
      at the Closing pursuant to this Agreement;





*“Development
      Stage”* shall
      mean non-operational, still under construction or undergoing preliminary
      testing.





*“Exchange
      Act”* shall
      mean the United States Securities Exchange Act of 1934, as amended;




*“GAAP”* shall
      mean United States generally accepted accounting principles applied in a manner
      consistent with prior periods;





“ *Projects”* shall
      mean the development of a 50 MW wind farm in the area of Yang Xi, China, and
      the
      development of a 50 MW wind farm in the area of Zhangjing, China.




*“WEIC
      Shares”* shall
      mean the 210 Class A shares of WEIC held by the Selling Shareholders, being
      all
      of the issued and outstanding shares of WEIC beneficially held, either directly
      or indirectly, by the Selling Shareholders;




*“SEC”* shall
      mean the Securities and Exchange Commission;




*“Taxes”* shall
      include international, federal, state, provincial and local income taxes,
      capital gains tax, value-added taxes, franchise, personal property and real
      property taxes, levies, assessments, tariffs, duties (including any customs
      duty), business license or other fees, sales, use and any other taxes relating
      to the assets of the designated party or the business of the designated party
      for all periods up to and including the Closing Date, together with any related
      charge or amount, including interest, fines, penalties and additions to tax,
      if
      any, arising out of tax assessments;




*“Transaction”* shall
      mean the purchase of the WEIC Shares by VITS from the Selling Shareholders
      in
      consideration for the issuance of the VITS Shares;





*“VITS
      Accounting Date”* is
      defined in section 4.11;





*“VITS
      Material Adverse Effect”* is
      defined in section 4.7;





*“VITS
      SEC Documents”* is
      defined is section 4.10; and




*“VITS
      Shares”* shall
      mean those eleven million (11,000,000) fully paid and non-assessable common
      shares of VITS to be issued to the Selling Shareholders by VITS on the Closing
      Date.




**§2.**  **THE
      OFFER, PURCHASE AND SALE OF SHARES**




2.1  Offer,
      Purchase and Sale of Shares .
      Subject
      to the terms and conditions of this Agreement, the Selling Shareholders hereby
      covenant and agree to sell, assign and transfer to VITS, and VITS hereby
      covenants and agrees to purchase from the Selling Shareholders all of the WEIC
      Shares held by the Selling Shareholders.




2.2  Consideration .
      As
      consideration for the sale of the WEIC Shares by the Selling Shareholders,
      VITS
      shall allot and issue the VITS Shares to the Selling Shareholders in the amount
      set out opposite each Selling Shareholder’s name in Schedule 1. The Selling
      Shareholders acknowledge and agree that the VITS Shares are being issued
      pursuant to an exemption from the registration requirements of the United States
      Securities Act of 1933 (the *“1933
      Act”* ).
      The
      Selling Shareholders agree to abide by all applicable resale restrictions and
      hold periods imposed by all applicable securities legislation. All certificates
      representing the VITS Shares issued on Closing will be endorsed with the
      following legend pursuant to the 1933 Act in order to reflect the fact that
      the
      VITS Shares are restricted securities and will be issued to the Selling
      Shareholders pursuant to an exemption from the registration requirements of
      the
      1933 Act:




“THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT
      BE
      TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION
      STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
      STATE LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION
      OF THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATE LAWS AND
      RULES.”




Each
      Selling Shareholder is either an accredited investor, as defined by Regulation
      D
      under the 1933 Act, or if a Canadian, an Accredited Investor as defined by
      Canadian Securities Administrators’ Multilateral Instrument 45-103 or is a close
      personal friend or business associate of a director or senior officer of VITS.




2.3  Share
      Exchange Procedure .
      On
      Closing, each Selling Shareholder will exchange his, her or its certificate
      representing the WEIC Shares by delivering such certificate to VITS a duly
      executed and endorsed in blank (or accompanied by duly executed stock powers
      duly endorsed in blank), in each case in proper form for transfer, with
      signatures guaranteed, and, if applicable, with all stock transfer and any
      other
      required documentary stamps affixed thereto and with appropriate instructions
      to
      allow the transfer agent to issue certificates for the VITS Shares to the holder
      thereof.




2.4  Fractional
      Shares .
      Notwithstanding any other provision of this Agreement, no certificate for
      fractional shares of the VITS Shares will be issued in the Transaction. In
      lieu
      of any such fractional shares, if any of the Selling Shareholders would
      otherwise be entitled to receive a fraction of a share of the VITS Shares upon
      surrender of certificates representing the WEIC Shares for exchange pursuant
      to
      this Agreement, the Selling Shareholders will be entitled to receive from VITS
      a
      stock certificate representing the nearest whole number of VITS
      Shares.




2.5  Closing
      Date .
      The
      Closing will take place, subject to the terms and conditions of this Agreement,
      on the Closing Date.




2.6  Restricted
      Shares .
      The
      Selling Shareholders acknowledge that the VITS Shares are being issued pursuant
      to the terms and conditions set forth in this Agreement will have such hold
      periods as are required under applicable securities laws and as a result may
      not
      be sold, transferred or otherwise disposed, except pursuant to an effective
      registration statement under the 1933 Act, or pursuant to an exemption from,
      or
      in a transaction not subject to, the registration requirements of the 1933
      Act
      and in each case only in accordance with all applicable securities laws. Each
      Selling Shareholder agrees that he/she/it has sought and obtained independent
      legal advice as to the resale restrictions applicable in their jurisdiction
      of
      residence, and under US securities laws generally. VITS has not undertaken,
      and
      will have no obligation, to register any of the VITS Shares under the 1933
      Act.
      Restricted Shares are acquired in unregistered, private sales from an issuer
      or
      from an affiliate of the issuer. Restricted Shares, as defined under Rule 144
      of
      the 1933 Act (“Rule 144”), are not fully transferable until certain conditions
      have been met. Upon satisfaction of those conditions, the shares become
      transferable by the person or entity holding them. If the Selling Shareholders
      want to sell there VITS Shares to the public, they can follow the conditions
      set
      forth in Rule 144. The rule is not the exclusive means for selling the VITS
      Shares, but provides a “safe harbor” exemption to the Selling Shareholders. The
      rule’s five conditions are as follows:





(a)
      Selling Shareholders must hold the VITS Shares for at least one
      year;




(b)
      VITS
      must provide adequate current information by being current in all its periodic
      reporting requirements under the Securities Exchange Act of 1934;





(c)
      after
      the one-year holding period, the number of VITS Shares that Selling Shareholders
      may sell during any three-month period can not exceed the greater of 1% of
      the
      issued and outstanding VITS common shares, unless by that time VITS common
      shares are listed on a stock exchange or quoted on the NASDAQ, then the greater
      of 1% or the average reported weekly trading volume during the four weeks
      preceding the filing a notice of the sale on Form 144;





(d)
      the
      sales must be handled in all respects as routine trading transactions, brokers
      may not receive more than a normal commission and neither the seller nor the
      broker can solicit orders to buy the securities; and





(e)
      at
      the time any of the Selling Shareholders place an order, they must file a notice
      with the SEC on Form
      144 if the
      sale involves more than five hundred (500) VITS Shares or the aggregate dollar
      amount is greater than $10,000 in any three-month period.




2.7  Exemptions .
      The
      Selling Shareholders acknowledge that VITS has advised such Selling Shareholders
      that VITS is relying on an exemption from the prospectus and registration
      requirements of the Securities Acts (British Columbia and Alberta) (the *“B.C.
      & Alberta Securities Acts”* )
      to
      issue the VITS Shares to each of the Selling Shareholders and, as a consequence,
      certain protections, rights and remedies provided by the B.C. & Alberta
      Securities Acts, including statutory rights of rescission or damages, will
      not
      be available to the Selling Shareholders.




2.8  Canadian
      Resale Restrictions .
      The
      Selling Shareholders acknowledge that VITS is not a reporting issuer in any
      province or territory of Canada and accordingly, the Selling Shareholders
      acknowledge that resale of any of the VITS Shares by the Selling Shareholders
      to
      a resident of Canada is restricted except pursuant to an exemption from
      applicable securities legislation.





**§3.**  **REPRESENTATIONS
      AND WARRANTIES OF WEIC.** WEIC
      represents and warrants to VITS, and acknowledges that VITS is relying upon
      such
      representations and warranties, in connection with the execution, delivery
      and
      performance of this Agreement, notwithstanding any investigation made by or
      on
      behalf of VITS, as follows:




3.1  Organization
      and Good Standing .
      WEIC is
      a corporation duly organized, validly existing and in good standing under the
      laws of Alberta, Canada, and has the requisite corporate power and authority
      to
      own, lease and to carry on its business as now being conducted. WEIC is duly
      qualified to do business and is in good standing as a corporation in each of
      the
      jurisdictions in which WEIC owns property, leases property, does business,
      or is
      otherwise required to do so, where the failure to be so qualified would have
      a
      material adverse effect on the business of WEIC taken as a whole.




3.2  Authority .
      WEIC
      has all requisite corporate power and authority to execute and deliver this
      Agreement and any other document contemplated by this Agreement (collectively,
      the *“WEIC
      Documents”* )
      to be
      signed by WEIC and to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution and delivery of each of the
      WEIC
      Documents by WEIC and the consummation of the transactions contemplated hereby
      have been duly authorized by WEIC’s board of directors. No other corporate or
      shareholder proceeding on the part of WEIC is necessary to authorize such
      documents or to consummate the transactions contemplated hereby. This Agreement
      has been, and the other WEIC Documents when executed and delivered by WEIC
      as
      contemplated by this Agreement will be, duly executed and delivered by WEIC
      and
      this Agreement is, and the other WEIC Documents when executed and delivered
      by
      WEIC as contemplated hereby will be, valid and binding obligations of WEIC
      enforceable in accordance with their respective terms except:




(a)  as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
      other  laws
      of  general
      application affecting enforcement of creditors’ rights generally;





(b)  as
      limited by laws relating to the availability of specific performance, injunctive
      relief, or  other
      equitable remedies; and,





(c)  as
      limited by public policy.




3.3  Capitalization
      of WEIC .
      The
      entire authorized capital stock and other equity securities of WEIC consist
      of
      an unlimited authorized amount of Class A, Class B, Class C and Class D shares,
      of which Classes A & B have voting rights and Classes C & D have no
      voting rights (the “ *WEIC
      Common Stock* ”).
      There
      are 210 Class A shares of WEIC Common Stock issued and outstanding as of the
      date of this Agreement. All of the issued and outstanding shares of WEIC Common
      Stock have been duly authorized, are validly issued, were not issued in
      violation of any pre-emptive rights and are fully paid and non-assessable,
      are
      not subject to pre-emptive rights and were issued in full compliance with the
      WEIC’s articles and bylaws. There are no outstanding options, warrants,
      subscriptions, conversion rights, or other rights, agreements, or commitments
      obligating WEIC to issue any additional common shares of WEIC Common Stock,
      or
      any other securities convertible into, exchangeable for, or evidencing the
      right
      to subscribe for or acquire from WEIC any common shares of WEIC Common Stock.
      There are no agreements purporting to restrict the transfer of the WEIC Common
      Stock, no voting agreements, shareholders’ agreements, voting trusts, or other
      arrangements restricting or affecting the voting of the WEIC Common
      Stock.




3.4  Shareholders
      of WEIC Common Stock .
      Schedule 1 contains a true and complete list of the holders of all issued
      and outstanding shares of the WEIC Common Stock including each holder’s name,
      address and number of WEIC Shares held.




3.5  Directors
      and Officers of WEIC .
      The
      duly elected or appointed directors and the duly appointed officers of WEIC
      are
      as set out in Schedule 3.




3.6  Corporate
      Records of WEIC .
      The
      corporate records of WEIC are accurate, complete and current in all material
      respects, and the minute book of WEIC is, in all material respects, correct
      and
      contains all records required by the laws of Alberta, Canada, as applicable,
      in
      regards to all proceedings, consents, actions and meetings of the shareholders
      and the board of directors of WEIC.





3.7  Continuation
      of WEIC Business *.* WEIC,
      its
      management and employees shall use reasonable efforts to continue to operate
      the
      WEIC Business, including efforts to move forward with the acquisition of
      investment capital and the expansion and acquisition of technology and
      properties.





3.8  No
      Subsidiaries .
      WEIC
      does not have any subsidiaries or agreements of any nature to acquire any
      subsidiary or to acquire or lease any other business operations.





3.9  Non-Contravention .
      Neither
      the execution, delivery and/or performance of this Agreement, nor the
      consummation of the Transaction, will:




(a)  conflict
      with, result in a violation of, cause a default under (with or without notice,
      lapse  of
      time
      or both) or give rise to a right of termination, amendment, cancellation or
      acceleration of any  obligation
      contained in or the loss of any material benefit under, or result in the
      creation of any lien,  security
      interest, charge or encumbrance upon any of the material properties or assets
      of
      WEIC under any  term,
      condition or provision of any loan or credit agreement, note, debenture, bond,
      mortgage, indenture,  lease
      or
      other agreement, instrument, permit, license, judgment, order, decree, statute,
      law, ordinance, rule  or
      regulation applicable to WEIC, or any of its material property or
      assets;





(b)  violate
      any provision of the articles or bylaws of WEIC; or




(c)  violate
      any order, writ, injunction, decree, statute, rule, or regulation of any court
      or  governmental
      or regulatory authority applicable to WEIC or any of its material property
      or
      assets.




3.10  Actions
      and Proceedings .
      To the
      best knowledge of WEIC, there is no basis for and there is no action, suit,
      judgment, claim, demand or proceeding outstanding or pending, or threatened
      against or affecting WEIC or which involves any of the business, or the
      properties or assets of WEIC that, if adversely resolved or determined, would
      have a material adverse effect on the business, operations, assets, properties,
      prospects, or conditions of WEIC taken as a whole (a *“WEIC
      Material Adverse Effect”* ).
      There
      is no reasonable basis for any claim or action that, based upon the likelihood
      of its being asserted and its success if asserted, would have such a WEIC
      Material Adverse Effect.





3.11  Compliance .




(a)  To
      the
      best knowledge of WEIC, WEIC is in compliance with, is not in default or  violation
      in any material respect under, and has not been charged with or received any
      notice at any time of  any
      material violation of any statute, law, ordinance, regulation, rule, decree
      or
      other applicable regulation  to
      the
      business or operations of WEIC;




(b)  To
      the
      best knowledge of WEIC, WEIC is not subject to any judgment, order or decree  entered
      in any lawsuit or proceeding applicable to its business and operations that
      would constitute a  WEIC
      Material Adverse Effect;





(c)  WEIC
      has
      duly filed all reports and a return required to be filed by it with governmental  authorities
      and has obtained all governmental permits and other governmental consents,
      except as may be  required
      after the execution of this Agreement. All of such permits and consents are
      in
      full force and effect,  and
      no
      proceedings for the suspension or cancellation of any of them, and no
      investigation relating to any  of
      them,
      is pending or to the best knowledge of WEIC, threatened, and none of them will
      be adversely  affected
      by the consummation of the Transaction; and,




(d)  WEIC
      has
      operated in material compliance with all laws, rules, statutes, ordinances,  orders
      and regulations applicable to its business. WEIC has not received any notice
      of
      any violation  thereof,
      nor is WEIC aware of any valid basis therefore.




3.12  Filings,
      Consents and Approvals .
      No
      filing or registration with, no notice to and no permit, authorization, consent,
      or approval of any public or governmental body or authority or other person
      or
      entity is necessary for the consummation by WEIC of the Transaction contemplated
      by this Agreement or to enable WEIC to continue to conduct its business after
      the Closing Date in a manner which is consistent with that in which the business
      is presently conducted.




3.13  Financial
      Representations .
      The
      books, records, and accounts of WEIC accurately and fairly reflect, in
      reasonable detail, the assets and liabilities of WEIC. WEIC has not engaged
      in
      any transaction, maintained any bank account, or used any funds of WEIC, except
      for transactions, bank accounts, and funds which have been and are reflected
      in
      the normally maintained books and records of WEIC.




3.14  Absence
      of Undisclosed Liabilities .
      Currently, there is an existing debt outstanding from WEIC to the existing
      shareholders of approximately CDN $157,787.41 relating to expenses. The
      shareholders will agree to defer this debt until the Projects are past the
      Development Stage. Except as disclosed in this section 3.14 and in
      Schedule 5, WEIC does not have any liabilities or obligations direct or
      indirect, matured or unmatured, absolute, contingent or otherwise that could
      in
      the aggregate exceed $5,000, which have not heretofore been paid or discharged.
      For purposes of this Agreement, the term “liabilities” includes, any direct or
      indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency,
      cost, expense, obligation or responsibility, fixed or unfixed, known or unknown,
      asserted choate or inchoate, liquidated or unliquidated, secured or
      unsecured.





3.15  Tax
      Matters .




(a)  as
      of the
      date hereof; (i) WEIC has timely filed all tax returns in connection with
      any Taxes which are required to be filed on or prior to the date
      hereof;




(b)  WEIC
      has
      paid all Taxes that have become or are due with respect to any period ended  on
      or
      prior to the date hereof, and has established an adequate reserve therefore
      on
      its balance sheets for  those
      Taxes not yet due and payable, except for any Taxes the non-payment of which
      will not have a  WEIC
      Material Adverse Effect;




(c)  WEIC
      is
      not presently under and has not received notice of, any contemplated  investigation
      or audit by the Internal Revenue Service or any foreign or state taxing
      authority concerning  any
      fiscal year or  period
      ended prior to the date hereof; and




(d)  All
      Taxes
      required to be withheld on or prior to the date hereof from employees for  income
      Taxes, social security Taxes, unemployment Taxes and other similar withholding
      Taxes have been  properly
      withheld and, if required on or prior to the date hereof, have been deposited
      with the appropriate  governmental
      agency.




3.16  Absence
      of Changes .
      Since
      the date of incorporation of WEIC, and except as set out in Schedule 5,
      WEIC has not:




(a)  incurred
      any liabilities, other than liabilities incurred in the ordinary course of
      business  consistent
      with past practice, or discharged or satisfied any lien or encumbrance, or
      paid
      any liabilities,  other
      than in the ordinary course of business consistent with past practice, or failed
      to pay or discharge  when
      due
      any liabilities of which the failure to pay or discharge has caused or will
      cause any material  damage
      or
      risk of material loss to it or any of its assets or properties;




(b)  sold,
      encumbered, assigned or transferred any material fixed assets or properties
      except  for
      ordinary course business transactions consistent with past
      practice;





(c)  created,
      incurred, assumed or guaranteed any indebtedness for money borrowed, or  mortgaged,
      pledged or subjected any of the material assets or properties of WEIC to any
      mortgage, lien,  pledge,
      security interest, conditional sales contract or other encumbrance of any nature
      whatsoever;




(d)  made
      or
      suffered any amendment or termination of any material agreement, contract,  commitment,
      lease or plan to which it is a party or by which it is bound, or cancelled,
      modified or waived  any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the  ordinary
      course of business;





(e)  declared,
      set aside or paid any dividend or made or agreed to make any other distribution  or
      payment in respect of its capital shares or redeemed, purchased or otherwise
      acquired or agreed to  redeem,  purchase
      or acquire any of its capital shares or equity securities;




(f)  suffered
      any damage, destruction or loss, whether or not covered by insurance, that  materially
      and adversely effects its business, operations, assets, properties or
      prospects;




(g)  suffered
      any material adverse change in its business, operations, assets, properties,  prospects
      or condition (financial or otherwise);




(h)  received
      notice or had knowledge of any actual or threatened labor trouble, termination,  resignation,
      strike or other occurrence, event or condition of any similar character which
      has had or might  have
      an
      adverse effect on its business, operations, assets, properties or
      prospects;




(i)  made
      commitments or agreements for capital expenditures or capital additions or  betterments
      exceeding in the aggregate $5,000, except such as may be involved in ordinary
      repair,  maintenance
      or replacement of its assets;




(j)  other
      than in the ordinary course of business, increase the salaries or other
      compensation  of,
      or
      made any advance (excluding advances for ordinary and necessary business
      expenses) or loan to, any  of
      its
      employees or directors or made any increase in, or any addition to, other
      benefits to which any of its  employees
      or directors may be entitled;




(k)  entered
      into any transaction other than in the ordinary course of business consistent
      with  past
      practice; or




(l)  agreed,
      whether in writing or orally, to do any of the foregoing.




3.17  Personal
      Property .
      WEIC
      possesses, and has good and marketable title of all property necessary for
      the
      continued operation of the business of WEIC as presently conducted and as
      represented to VITS. All such property is used in the business of WEIC. All
      such
      property is in reasonably good operating condition (normal wear and tear
      excepted), and is reasonably fit for the purposes for which such property is
      presently used. All material equipment, furniture, fixtures and other tangible
      personal property and assets owned or leased by WEIC is owned by WEIC free
      and
      clear of all liens, security interests, charges, encumbrances, and other adverse
      claims, except as disclosed in Schedule 5.





3.18  Real
      Property .
      WEIC
      does not own any real property. Each of the leases, subleases, claims or other
      real property interests (collectively, the *“Leases”* )
      to
      which WEIC is a party or is bound, as set out in Schedule 5, is legal,
      valid, binding, enforceable and in full force and effect in all material
      respects. All rental and other payments required to be paid by WEIC pursuant
      to
      any such Leases have been duly paid and no event has occurred which, upon the
      passing of time, the giving of notice, or both, would constitute a breach or
      default by any party under any of the Leases. The Leases will continue to be
      legal, valid, binding, enforceable and in full force and effect on identical
      terms following the Closing Date. WEIC has not assigned, transferred, conveyed,
      mortgaged, deeded in trust, or encumbered any interest in the Leases or the
      leasehold property pursuant thereto.




3.19  Material
      Contracts and Transactions .
      Schedule 6 attached hereto lists each material contract, agreement,
      license, permit, arrangement, commitment, instrument or contract to which WEIC
      is a party (each, a *“Contract”* ).
      Each
      Contract is in full force and effect, and there exists no material breach or
      violation of or default by WEIC under any Contract, or any event that with
      notice or the lapse of time, or both, will create a material breach or violation
      thereof or default under any Contract by WEIC. The continuation, validity,
      and
      effectiveness of each Contract will in no way be affected by the consummation
      of
      the Transaction contemplated by this Agreement. There exists no actual or
      threatened termination, cancellation, or limitation of, or any amendment,
      modification, or change to any Contract.




3.20  Certain
      Transactions .
      WEIC is
      not a guarantor or indemnitor of any indebtedness of any third party, including
      any person, firm or corporation.




3.21  No
      Brokers .
      WEIC
      has not incurred any obligation or liability to any party for any brokerage
      fees, agent’s commissions, or finder’s fees in connection with the Transaction
      contemplated by this Agreement.




3.22  Completeness
      of Disclosure .
      No
      representation or warranty by WEIC in this Agreement nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished to
      VITS
      pursuant hereto contains or will contain any untrue statement of a material
      fact
      or omits or will omit to state a material fact required to be stated herein
      or
      therein or necessary to make any statement herein or therein not materially
      misleading.





**§4.**  **REPRESENTATIONS
      AND WARRANTIES OF VITS.** VITS
      represents and warrants to WEIC and the Selling Shareholders and acknowledges
      that WEIC and the Selling Shareholders are relying upon such representations
      and
      warranties in connection with the execution, delivery and performance of this
      Agreement, notwithstanding any investigation made by or on behalf of WEIC or
      the
      Selling Shareholders, as follows:





4.1  Organization
      and Good Standing .
      VITS is
      duly incorporated, organized, validly existing and in good standing under the
      laws of the State of Delaware and has all requisite corporate power and
      authority to own, lease and to carry on its business as now being conducted.




4.2  Authority .
      VITS
      has all requisite corporate power and authority to execute and deliver this
      Agreement and any other document contemplated by this Agreement (collectively,
      the *“VITS
      Documents”* )
      to be
      signed by VITS and to perform its obligations hereunder and to consummate the
      Transaction contemplated hereby. The execution and delivery of each of the
      VITS
      Documents by VITS and the consummation by VITS of the Transaction contemplated
      hereby have been duly authorized by its board of directors and no other
      corporate or shareholder proceedings on the part of VITS is necessary to
      authorize such documents or to consummate the Transaction contemplated hereby.
      This Agreement has been, and the other VITS Documents when executed and
      delivered by VITS as contemplated by this Agreement will be, duly executed
      and
      delivered by VITS and this Agreement is, and the other VITS Documents when
      executed and delivered by VITS, as contemplated hereby will be, valid and
      binding obligations of VITS enforceable in accordance with their respective
      terms, except:




(a)  as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
      other  laws
      of  general
      application affecting enforcement of creditors’ rights generally;





(b)  as
      limited by laws relating to the availability of specific performance, injunctive
      relief, or  other
      equitable remedies; and





(c)  as
      limited by public policy.




4.3  Capitalization
      of VITS .
      The
      entire authorized capital stock and other equity securities of VITS consist
      of
      100,000,000 shares of common stock, par value $0.0000029 (the *“VITS
      Common Stock”* ).
      As of
      the date of this Agreement, there are approximately 73,536,494 shares of VITS
      Common Stock issued and outstanding and no VITS Preferred Stock issued and
      outstanding. All of the issued and outstanding shares of VITS Common Stock
      have
      been duly authorized, are validly issued, were not issued in violation of any
      pre-emptive rights and are fully paid and non-assessable, are not subject to
      pre-emptive rights and were issued in full compliance with all federal, state,
      and local laws, rules and regulations. There are no outstanding options,
      warrants, subscriptions, phantom shares, conversion rights, or other rights,
      agreements, or commitments obligating VITS to issue any additional shares of
      VITS Common Stock, or any other securities convertible into, exchangeable for,
      or evidencing the right to subscribe for or acquire from VITS any shares of
      VITS
      Common Stock as of the date of this Agreement. There are no agreements
      purporting to restrict the transfer of the VITS Common Stock, no voting
      agreements, voting trusts, or other arrangements restricting or affecting the
      voting of the VITS Common Stock.




4.4  Directors
      and Officers of VITS .
      The
      duly elected or appointed directors and the duly appointed officers of VITS
      are
      as listed on Schedule 4.




4.5  Non-Contravention .
      Neither
      the execution, delivery and performance of this Agreement, nor the consummation
      of this Transaction will:




(a)  conflict
      with, result in a violation of, cause a default under (with or without notice,
      lapse of time or both) or give rise to a right of termination, amendment,
      cancellation or acceleration of any obligation contained in or the loss of
      any
      material benefit under, or result in the creation of any lien, security
      interest, charge or encumbrance upon any of the material properties or assets
      of
      VITS under any term, condition or provision of any loan or credit agreement,
      note, debenture, bond, mortgage, indenture, lease or other agreement,
      instrument, permit, license, judgment, order, decree, statute, law, ordinance,
      rule or regulation applicable to VITS or any of its material property or
      assets;




(b)  violate
      any provision of the applicable incorporation or charter documents of VITS;
      or




(c)  violate
      any order, writ, injunction, decree, statute, rule, or regulation of any court
      or governmental or regulatory authority applicable to VITS or any of its
      material property or assets.




4.6  Validity
      of VITS Common Stock Issuable upon the Transaction .
      The
      VITS Shares to be issued to the Selling Shareholders upon consummation of the
      Transaction in accordance with this Agreement will, upon issuance, have been
      duly and validly authorized and, when so issued in accordance with the terms
      of
      this Agreement, will be duly and validly issued, fully paid and
      non-assessable.




4.7  Actions
      and Proceedings .
      To the
      best knowledge of VITS, there is no claim, charge, arbitration, grievance,
      action, suit, investigation or proceeding by or before any court, arbiter,
      administrative agency or other governmental authority now pending or, to the
      best knowledge of VITS, threatened against VITS which involves any of the
      business, or the properties or assets of VITS that, if adversely resolved or
      determined, would have a material adverse effect on the business, operations,
      assets, properties, prospects or conditions of VITS taken as a whole (a *“VITS
      Material Adverse Effect”* ).
      There
      is no reasonable basis for any claim or action that, based upon the likelihood
      of its being asserted and its success if asserted, would have such a VITS
      Material Adverse Effect.





4.8  Compliance .




(a)  To
      the
      best knowledge of VITS, VITS is in compliance with, is not in default or
      violation  in
      any
      material respect under, and has not been charged with or received any notice
      at
      any time of any  material
      violation of any statute, law, ordinance, regulation, rule, decree or other
      applicable regulation to  the
      business or operations of VITS;





(b)  To
      the
      best knowledge of VITS, VITS is not subject to any judgment, order or decree  entered
      in any lawsuit or proceeding applicable to its business and operations that
      would constitute a VITS  Material
      Adverse Effect;





(c)  VITS
      has
      duly filed all reports and returns required to be filed by it with governmental  authorities
      and has obtained all governmental permits and other governmental consents,
      except as may be  required
      after the execution of this Agreement. All of such permits and consents are
      in
      full force and effect,  and
      no
      proceedings for the suspension or cancellation of any of them, and no
      investigation relating to any  of
      them,
      is pending or to the best knowledge of VITS, threatened, and none of them will
      be affected in a  material
      adverse manner by the consummation of the Transaction; and




(d)  VITS
      has
      operated in material compliance with all laws, rules, statutes, ordinances,  orders
      and regulations applicable to its business. VITS has not received any notice
      of
      any violation thereof,  nor
      is
      VITS aware of any valid basis therefore.




4.9  Filings,
      Consents and Approvals .
      No
      filing or registration with, no notice to and no permit, authorization, consent,
      or approval of any public or governmental body or authority or other person
      or
      entity is necessary for the consummation by VITS of the Transaction contemplated
      by this Agreement to continue to conduct its business after the Closing Date
      in
      a manner which is consistent with that in which it is presently
      conducted.




4.10  SEC
      Filings .
      VITS
      has furnished or made available to WEIC and the Selling Shareholders a true
      and
      complete copy of each report, schedule, registration statement and proxy
      statement filed by VITS with the SEC (collectively, and as such documents have
      since the time of their filing been amended, the *“VITS
      SEC Documents”* ).
      As of
      their respective dates, the VITS SEC Documents complied in all material respects
      with the requirements of the 1933 Act, or the Exchange Act, as the case may
      be,
      and the rules and regulations of the SEC thereunder applicable to such VITS
      SEC
      Documents.




4.11  Financial
      Representations .
      Included with the VITS SEC Documents are true, correct, and complete copies
      of
      audited balance sheets for VITS dated as of December 31, 2005 (the *“VITS
      Accounting Date”* ),
      together with related statements of income, cash flows, and changes in
      shareholder’s equity for the fiscal year then ended (collectively, the *“VITS
      Financial Statements”* ).
      The
      VITS Financial Statements:




(a)  are
      in
      accordance with the books and records of VITS;




(b)  present
      fairly the financial condition of VITS as of the respective dates indicated
      and
      the results of operations for such periods; and




(c)  have
      been
      prepared in accordance with GAAP.




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




4.12  Absence
      of Undisclosed Liabilities .
      VITS
      has no material liabilities or obligations either direct or indirect, matured
      or
      unmatured, absolute, contingent or otherwise, which:




(a)  are
      not
      set forth in the VITS Financial Statements or have not heretofore been paid
      or  discharged;




(b)  did
      not
      arise in the regular and ordinary course of business under any agreement,  contract,
      commitment, lease or plan specifically disclosed in writing to WEIC;
      or





(c)  have
      not
      been incurred in amounts and pursuant to practices consistent with past business  practice,
      in or as a result of the regular and ordinary course of its business since
      the
      date of the last VITS  Financial
      Statements.





4.13  Tax
      Matters .




(a)  As
      of the
      date hereof; (i) VITS has timely filed all tax returns in connection with any
      taxes which are required to be filed on or prior to the date hereof, taking
      into
      account any extensions of the filing deadlines which have been validly granted
      to them; and, (ii) all such returns are true and correct in all material
      respects;




(b)  VITS
      has
      paid all Taxes that have become or are due with respect to any period ended
      on  or
      prior
      to the date hereof;





(c)  VITS
      is
      not presently under and has not received notice of, any contemplated  investigation
      or audit by the Canada Customs and Revenue Agency or the Internal Revenue
      Service or any  foreign
      or state taxing authority concerning any fiscal year or period ended prior
      to
      the date hereof;




(d)  Taxes
      required to be withheld on or prior to the date hereof from employees for income  Taxes,
      social security Taxes, unemployment Taxes and other similar withholding Taxes
      have been properly  withheld
      and, if required on or prior to the date hereof, have been deposited with the
      appropriate  governmental
      agency; and




(e)  To
      the
      best knowledge of VITS, the VITS Financial Statements contain full provision
      for  all
      Taxes
      including any deferred Taxes that may be assessed to VITS for the accounting
      period ended on  the
      VITS
      Accounting Date or for any prior period in respect of any transaction, event
      or
      omission  occurring,
      or any profit earned, on or prior to the VITS Accounting Date or for any profit
      earned by VITS  on
      or
      prior to the VITS Accounting Date or for which VITS is accountable up to such
      date and all  contingent
      liabilities for Taxes have been provided for or disclosed in the VITS Financial
      Statements.





4.14  Absence
      of Certain Changes or Events .
      Since
      the VITS Accounting Date, except as and to the extent disclosed in the VITS
      SEC
      Documents, there has not been:




(a)  a
      VITS
      Material Adverse Effect; or




(b)  any
      material change by VITS in its accounting methods, principles or
      practices.




4.15  No
      Subsidiaries .
      VITS
      does not have any subsidiaries or agreements of any nature to acquire any
      subsidiary or to acquire or lease any other business operations.




4.16  Personal
      Property .
      There
      are no material equipment, furniture, fixtures and other tangible personal
      property and assets owned or leased by VITS, except as disclosed in the VITS
      SEC
      Documents.




4.17  Material
      Contracts and Transactions .
      Other
      than as expressly contemplated by this Agreement, there are no material
      contracts, agreements, licenses, permits, arrangements, commitments,
      instruments, understandings or contracts, whether written or oral, express
      or
      implied, contingent, fixed or otherwise, to which VITS is a party except for
      this Agreement and except as disclosed in writing to WEIC.




4.18  Fees .
      VITS
      has not incurred any obligation or liability to any party for any brokerage
      fees
      or agent’s commissions in connection with the Transaction contemplated by this
      Agreement. As compensation under the terms of a Business Development Agreement
      ("BDA"), Larry D. McNabb (“LDM”) shall receive the sum of $600,000 dollars (the
“LDM Compensation”) upon the successful closing of this Agreement. The
      compensation shall be converted into shares of the Company’s common stock as set
      forth in the BDA. It is anticipated that the LDM Compensation will be tendered
      only subsequent to the closing of any business combination or acquisition as
      set
      forth under the terms of the BDA.




4.19  Completeness
      of Disclosure .
      No
      representation or warranty by VITS in this Agreement nor any certificate,
      schedule, statement, document or instrument furnished or to be furnished to
      WEIC
      pursuant hereto contains or will contain any untrue statement of a material
      fact
      or omits or will omit to state a material fact required to be stated herein
      or
      therein or necessary to make any statement herein or therein not materially
      misleading.




**§5.**  **CLOSING
      CONDITIONS**




5.1  Conditions
      Precedent to Closing by VITS .
      The
      obligation of VITS to consummate the Transaction is subject to the satisfaction
      or written waiver of the conditions set forth below by a date mutually agreed
      upon by the parties hereto in writing and in accordance with §8. The Closing of
      the Transaction contemplated by this Agreement will be deemed to mean a waiver
      of all conditions to Closing. These conditions of closing are for the benefit
      of
      VITS and may be waived by VITS in its sole discretion.




(a)  Representations
      and Warranties. The representations and warranties of WEIC set forth in  this
      Agreement will be true, correct and complete in all respects as of the Closing
      Date, as though made on  and
      as of
      the Closing Date and WEIC will have delivered to VITS a certificate dated as
      of
      the Closing  Date,
      to
      the effect that the representations and warranties made by WEIC in this
      Agreement are true and  correct.




(b)  Performance.
      All of the covenants and obligations that WEIC and the Selling  Shareholders
      are required to perform or to comply with pursuant to this Agreement at or
      prior
      to the  Closing
      must have been performed and complied with in all material
      respects.




(c)  Transaction
      Documents. This Agreement, the WEIC Documents and all other documents  necessary
      or reasonably required to consummate the Transaction, all in form and substance
      reasonably  satisfactory
      to VITS, will have been executed and delivered to VITS.




(d)  Secretary’s
      Certificate - WEIC. VITS will have received a certificate from the Secretary  of
      WEIC
      attaching; (i) a copy of WEIC’s articles, bylaws and all other incorporation
      documents, as  amended
      through the Closing Date; and (ii) copies of resolutions duly adopted by
      the board of directors of  WEIC
      approving the execution and delivery of this Agreement and the consummation
      of
      the transactions  contemplated
      herein.




(e)  Legal
      Opinion - WEIC. VITS will have received an opinion, dated as of the Closing  Date,
      from counsel for WEIC, and such other local or special counsel as is
      appropriate, all of which  opinion
      will be in the form and substance reasonably satisfactory to VITS and its
      counsel.




(f)  Third
      Party Consents. VITS will have received duly executed copies of all third party  consents
      and approvals contemplated by this Agreement, in form and substance reasonably
      satisfactory to  VITS,
      including without limitation, approval of VITS shareholders at a meeting of
      shareholders called for  the
      purpose of approving this transaction, among other things.




(g)  No
      Material Adverse Change. No WEIC Material Adverse Effect will have occurred  since
      the
      date of this Agreement.





(h)  No
      Action. No suit, action, or proceeding will be pending or threatened which
      would;  (i) prevent
      the consummation of any of the transactions contemplated by this Agreement;
      or
      (ii) cause the  Transaction
      to be rescinded following consummation.




(i)  Outstanding
      Shares. WEIC will have no more than 210 Class A shares of WEIC stock issued
      and
      outstanding on the Closing Date.




(j)  Due
      Diligence. VITS will be reasonably satisfied with its due diligence
      investigation of  WEIC
      that
      is reasonable and customary in a transaction of a similar nature to that
      contemplated by the  Transaction,
      including; (i) materials, documents and information in the  possession
      and control of WEIC  and
      the
      Selling Shareholders which are reasonably germane to the Transaction; or
      (ii) a physical inspection  of
      the
      assets of WEIC by VITS or its representatives; and (iii)  title
      to
      the material assets of WEIC.




(k)  Compliance
      with Securities Laws. VITS will have received evidence satisfactory to VITS  that
      the
      VITS Shares issuable in the Transaction will be issuable without registration
      pursuant to the 1933  Act
      and
      the B.C. & Alberta Securities Acts in reliance on a safe harbor from the
      registration requirements of the 1933 Act and the B.C. & Alberta Securities
      Acts; and,




(m)  Closing.
      The Closing will have occurred by the Closing Date.




5.2  Conditions
      Precedent to Closing by WEIC .
      The
      obligation of WEIC and the Selling Shareholders to consummate the Transaction
      is
      subject to the satisfaction or written waiver of the conditions set forth below
      by a date mutually agreed upon by the parties hereto in writing and in
      accordance with §8. The Closing of the Transaction will be deemed to mean a
      waiver of all conditions to Closing. These conditions precedent are for the
      benefit of WEIC and the Selling Shareholders and may be waived by WEIC and
      the
      Selling Shareholders in their discretion.




(a)  Representations
      and Warranties. The representations and warranties of VITS set forth in  this
      Agreement will be true, correct and complete in all respects as of the Closing
      Date, as though made on  and
      as of
      the Closing Date and VITS will have delivered to WEIC a certificate dated the
      Closing Date, to  the
      effect that the representations and warranties made by VITS in this Agreement
      are true and correct.




(b)  Performance.
      All of the covenants and obligations that VITS is required to perform or to  comply
      with pursuant to this Agreement at or prior to the Closing must have been
      performed and complied  with
      in
      all material respects. VITS must have delivered each of the documents required
      to be delivered by it  pursuant
      to this Agreement.





(c)  Transaction
      Documents. This Agreement, the VITS Documents and all other documents  necessary
      or reasonably required to consummate the Transaction, all in form and substance
      reasonably  satisfactory
      to WEIC, will have been executed and delivered by VITS.




(d)  Secretary’s
      Certificate - VITS. WEIC will have received a certificate from the Secretary  of
      VITS
      attaching; (i) a copy of VITS’s articles of incorporation and bylaws, as
      amended through the  Closing
      Date; and, (ii) copies of resolutions duly adopted by the board of
      directors of VITS approving the  execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated herein.




(e)  Legal
      Opinion - VITS. WEIC will have received a legal opinion, dated as of the Closing  Date,
      from counsel for VITS, and such other local or special legal counsel as is
      appropriate, all of which  opinion
      shall be in the form and substance reasonably satisfactory to WEIC and its
      counsel.




(f)  Third
      Party Consents. WEIC will have received from VITS duly executed copies of all  third-party
      consents, permit, authorization, consent and approvals of any public, regulatory
      (including SEC)  or
      governmental body or authority or person or entity contemplated by this
      Agreement, in form and  substance
      reasonably satisfactory to WEIC.




(g)  No
      Material Adverse Change. No VITS Material Adverse Effect will have occurred
      since  the
      date
      of this Agreement.




(h)  No
      Action. No suit, action, or proceeding will be pending or threatened before
      any  governmental
      or regulatory authority wherein an unfavorable judgment, order, decree,
      stipulation,  injunction
      or charge would; (i) prevent the consummation of any of the transactions
      contemplated by this  Agreement;
      or, (ii) cause the Transaction to be rescinded following
      consummation.




(i)  Public
      Market. On the Closing Date, the shares of VITS Common Stock will be  quoted  on
      the
      National Association of Securities Dealers, Inc.’s OTC Bulletin
      Board.




(j)  Due
      Diligence Review of Financial Statements. WEIC and its accountants will be  reasonably
      satisfied with their due diligence investigation and review of the VITS
      Financial Statements, the  VITS
      SEC
      Documents, and the contents thereof, prepared in accordance with
      GAAP.




(k)  Consulting
      Agreements. WEIC and VITS shall have entered into consulting agreements with
      each of the Selling Shareholders in the form attached hereto as Exhibit
      A.





(l)  Liability
      Releases. WEIC and VITS shall have delivered releases to each of the Selling
      Shareholders in forms satisfactory to the Selling Shareholders, of any
      liabilities arising from their acting as shareholders, directors or officers
      of
      WEIC.





|(m) | Closing.
              The Closing will have occurred by the Closing
              Date.
|--- | ----------------------------------------------------------------------------------------




**§6.**  **Pre-Closing
      and Post -Closing Covenants.** ** The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing:




6.1  General . ** Each of
      the Parties will use its reasonable best efforts to take all actions and to
      do
      all things necessary and advisable in order to consummate and make effective
      the
      transactions contemplated by this Agreement, including satisfaction, but not
      waiver, of the Closing conditions set forth in §8 below.






6.2  Notices
      and Consents . ** Each
      of
      the Parties will give any notices to, make any filings with, and use its
      reasonable best efforts to obtain any authorizations, consents, and approvals
      of
      governments and governmental agencies in connection with the matters referred
      herein.






6.3  Operation
      and Preservation of Business .
      WEIC
      will continue to operate the WEIC Business, including its present operations,
      working conditions, and relationships with, licensors, suppliers, customers,
      and
      employees subject to the terms of §3.7 above. Further, WEIC will not engage in
      any practice, take any action, or enter into any transaction outside the
      Ordinary Course of Business. Without limiting the generality of the foregoing,
      WEIC will not (i) declare, set aside, or pay any dividend or make any
      distribution with respect to its capital stock or redeem, purchase, or otherwise
      acquire any of its capital stock; or, (ii) pay any amount to any third party
      with respect to any liability or obligation including any costs and expenses
      WEIC has incurred or may incur in connection with this Agreement and the
      transactions contemplated hereby that would not constitute an Assumed Liability
      if in existence as of the Closing.




6.4  Confidentiality .
      All
      information regarding the business of WEIC including, without limitation,
      financial information that WEIC provides to VITS during VITS’s due diligence
      investigation of WEIC will be kept in strict confidence by VITS and will not
      be
      used (except in connection with due diligence), dealt with, exploited or
      commercialized by VITS or disclosed to any third party (other than VITS’s
      professional accounting and legal advisors) without the prior written consent
      of
      WEIC. If the Transaction contemplated by this Agreement does not proceed for
      any
      reason, then upon receipt of a written request from WEIC, VITS will immediately
      return to WEIC (or as directed by WEIC) any information received regarding
      WEIC’s business. Likewise, all information regarding the business of VITS
      including, without limitation, financial information that VITS provides to
      WEIC
      during its due diligence investigation of VITS will be kept in strict confidence
      by WEIC and will not be used (except in connection with due diligence), dealt
      with, exploited or commercialized by WEIC or disclosed to any third party (other
      than WEIC’s professional accounting and legal advisors) without VITS’s prior
      written consent (the foregoing in any form whatsoever shall be referred to
      hereinafter as the *“Confidential
      Information”* ).
      If the
      Transaction contemplated by this Agreement does not proceed for any reason,
      then
      upon receipt of a written request from VITS, WEIC will immediately return to
      VITS (or as directed by VITS) any information received regarding VITS’s
      business





6.5  Full
      Access .
      WEIC
      will permit representatives of VITS, including legal counsel and accountants,
      to
      have full access at all reasonable times, and in a manner so as not to interfere
      with the normal business operations of WEIC to all premises, properties,
      personnel, books, records, contracts, and documents of or pertaining to WEIC.
      VITS will treat and hold as such any Confidential Information it receives from
      any WEIC Stockholder and WEIC in the course of the reviews contemplated by
      this
§6.5, will not use any of the Confidential Information except in connection
      with
      this Agreement, and, if this Agreement is terminated for any reason whatsoever,
      will return to WEIC Stockholders and WEIC all tangible embodiments of the
      Confidential Information that are in its possession.




6.5  Notice
      of Developments . ** Each
      Party will give prompt written notice to the other Party of any material adverse
      development causing a breach of any of its own representations and warranties
      in
§3 and §4 above. No disclosure by any Party pursuant to this §6.5, however,
      shall be deemed to prevent or cure any misrepresentation, breach of warranty,
      or
      breach of covenant.




**§7.**  **ADDITIONAL
      COVENANTS OF THE PARTIES**




7.1  Notification .
      Between
      the date of this Agreement and the Closing Date, each of the parties to this
      Agreement will promptly notify the other parties in writing if it becomes aware
      of any fact or condition that causes or constitutes a material breach of any
      of
      its representations and warranties as of the date of this Agreement, if it
      becomes aware of the occurrence after the date of this Agreement of any fact
      or
      condition that would cause or constitute a material breach of any such
      representation or warranty had such representation or warranty been made as
      of
      the time of occurrence or discovery of such fact or condition. Should any such
      fact or condition require any change in the Schedules relating to such party,
      such party will promptly deliver to the other parties a supplement to the
      Schedules specifying such change. During the same period, each party will
      promptly notify the other parties of the occurrence of any material breach
      of
      any of its covenant in this Agreement or of the occurrence of any event that
      may
      make the satisfaction of such conditions impossible or unlikely.




7.2  Exclusivity .
      Until
      such time, if any, as this Agreement is terminated pursuant to this Agreement,
      WEIC and VITS will not, directly or indirectly solicit, initiate, entertain
      or
      accept any inquiries or proposals from, discuss or negotiate with, provide
      any
      non-public information to, or consider the merits of any unsolicited inquiries
      or proposals from, any person or entity relating to any transaction involving
      the sale of the business or assets (other than in the ordinary course of
      business), or any of the capital stock of WEIC or VITS, as applicable, or any
      merger, consolidation, business combination, or similar transaction other than
      as contemplated by this Agreement.




7.3  Conduct
      of WEIC and VITS Business Prior to Closing .
      From
      the date of this Agreement to the Closing Date, and except to the extent that
      VITS otherwise consents in writing, WEIC will operate its business substantially
      as presently operated and only in the ordinary course and in compliance with
      all
      applicable laws, and use its best efforts to preserve intact its good reputation
      and present business organization and to preserve its relationships with persons
      having business dealings with it. Likewise, from the date of this Agreement
      to
      the Closing Date, and except to the extent that WEIC otherwise consents in
      writing, VITS will operate its business substantially as presently operated
      and
      only in the ordinary course and in compliance with all applicable laws, and
      use
      its best efforts to preserve intact its good reputation and present business
      organization and to preserve its relationships with persons having business
      dealings with it.




7.4  Certain
      Acts Prohibited - WEIC .
      Except
      as expressly contemplated by this Agreement or for purposes in furtherance
      of
      this Agreement, between the date of this Agreement and the Closing Date, WEIC
      will not, without the prior written consent of VITS:




(a)  amend
      its
      articles, bylaws or other incorporation documents;




(b)  incur
      any
      liability or obligation other than in the ordinary course of business or
      encumber  or
      permit
      the encumbrance of any properties or assets of WEIC except in the ordinary
      course of business;




(c)  dispose
      of or contract to dispose of any WEIC property or assets, including the  Intellectual
      Property Assets, except in the ordinary course of business consistent with
      past
      practice;





(d)  issue,
      deliver, sell, pledge or otherwise encumber or subject to any lien any shares
      of
      the  WEIC
      Common Stock, or any rights, warrants or options to acquire, any such shares,
      voting securities or  convertible
      securities;




(e)  not:
      (i) declare, set aside or pay any dividends on, or make any other
      distributions in respect of the WEIC Common Stock; or (ii)  split,
      combine or reclassify any WEIC Common Stock or issue or authorize the issuance
      of any other securities in respect of, in lieu of or in substitution for shares
      of WEIC Common Stock; or




(f)  not
      materially increase benefits or compensation expenses of WEIC, other than as  contemplated
      by the terms of any employment agreement in existence on the date of this
      Agreement,  increase
      the cash compensation of any director, executive officer or other key employee
      or pay any benefit  or
      amount
      not required by a plan or arrangement as in effect on the date of this Agreement
      to any such  person.




7.5  Public
      Announcements .
      VITS
      and WEIC each agree that they will not release or issue any reports or
      statements or make any public announcements relating to this Agreement or the
      Transaction contemplated herein without the prior written consent of the other
      party, except as may be required upon written advice of counsel to comply with
      applicable laws or regulatory requirements after consulting with the other
      party
      hereto and seeking their reasonable consent to such announcement. WEIC
      acknowledges that VITS must comply with securities laws requiring full
      disclosure of material facts and agreements in which it is involved, and will
      co-operate to assist VITS in meeting its obligations.




**§8.**  **CLOSING**




8.1  Closing .
      The
      Closing shall take place on the Closing Date at the offices of the lawyers
      for
      VITS or at such other location as agreed to by the parties. Notwithstanding
      the
      location of the Closing, each party agrees that the Closing may be completed
      by
      the exchange of undertakings between the respective legal counsel for WEIC
      and
      VITS, provided such undertakings are satisfactory to each party’s respective
      legal counsel.




8.2  Closing
      Deliveries of WEIC and the Selling Shareholders .
      At
      Closing, WEIC and the Selling Shareholders will deliver or cause to be delivered
      the following, fully executed and in the form and substance reasonably
      satisfactory to VITS:




(a)  copies
      of
      all resolutions and/or consent actions adopted by or on behalf of the board
      of  directors
      of WEIC evidencing approval of this Agreement and the Transaction;




(b)  if
      any of
      the Selling Shareholders appoint any person, by power of attorney or equivalent,  to
      execute this Agreement or any other agreement, document, instrument or
      certificate contemplated by this  agreement,
      on behalf of the Selling Shareholder, a valid and binding power of attorney
      or
      equivalent from  such
      Selling Shareholder;




(c)  share
      certificates representing the WEIC Shares as required by §2.3 of this
      Agreement;




(d)  all
      certificates and other documents required by §5.1 of this
      Agreement;




(e)  a
      certificate of an officer of WEIC, dated as of Closing, certifying that; (i)
      each covenant  and
      obligation of WEIC has been complied with; and, (ii) each representation,
      warranty and covenant of  WEIC
      is
      true and correct at the Closing as if made on and as of the Closing;
      and





(f)  the
      WEIC
      Documents and any other necessary documents, each duly executed by  WEIC,
      as
      required to give effect to the Transaction.




8.3  Closing
      Deliveries of VITS .
      At
      Closing, VITS will deliver or cause to be delivered the following, fully
      executed and in the form and substance reasonably satisfactory to
      WEIC:




(a)  copies
      of
      all resolutions and/or consent actions adopted by or on behalf of the board
      of  directors
      of VITS evidencing approval of this Agreement and the Transaction;




(b)  share
      certificates representing the VITS Shares to the Selling Shareholders in the
      amounts  as
      set
      out in Schedule 1;




(c)  all
      certificates and other documents required by §5.2 of this
      Agreement;




(d)  a
      certificate of an officer of VITS, dated as of Closing, certifying that; (i)
      each covenant and obligation of VITS has been complied with; and, (ii) each
      representation, warranty and covenant of VITS is true and correct at the Closing
      as if made on and as of the Closing; and




(e)  the
      VITS
      Documents and any other necessary documents, each duly executed by VITS,  as
      required to give effect to the Transaction.




**§9.**  **TERMINATION**




9.1  Termination .
      This
      Agreement may be terminated at any time prior to the Closing Date contemplated
      hereby by:




(a)  mutual
      agreement of VITS and WEIC;




(b)  VITS,
      if
      there has been a material breach by WEIC or any of the Selling Shareholders
      of
      any material representation, warranty, covenant or agreement set forth in this
      Agreement on the part of WEIC or the Selling Shareholders that is not cured,
      to
      the reasonable satisfaction of VITS, within ten business days after notice
      of
      such breach is given by VITS (except that no cure period will be provided for
      a
      breach by WEIC or the Selling Shareholders that by its nature cannot be
      cured);




(c)  WEIC,
      if
      there has been a material breach by VITS of any material representation,  warranty,
      covenant or agreement set forth in this Agreement on the part of VITS that
      is
      not cured by the  breaching
      party, to the reasonable satisfaction of WEIC, within ten business days after
      notice of such  breach
      is
      given by WEIC (except that no cure period will be provided for a breach by
      VITS
      that by its  nature
      cannot be cured);




(d)  VITS
      or
      WEIC, if the Transaction contemplated by this Agreement has not been  consummated
      prior to July 5, 2006, unless the parties hereto agree to extend such date
      in
      writing; or





(e)  VITS
      or
      WEIC if any injunction or other order of a governmental entity of competent  authority
      prevents the consummation of the Transaction contemplated by this
      Agreement.




9.2  Effect
      of Termination .
      In the
      event of the termination of this Agreement as provided in §9.1, this Agreement
      will be of no further force or effect, provided, however, that no termination
      of
      this Agreement will relieve any party of liability for any breaches of this
      Agreement that are based on a wrongful refusal or failure to perform any
      obligations.




**§10.**  **MISCELLANEOUS**





10.1  Effectiveness
      of Representations; Survival .
      Each
      party is entitled to rely on the representations, warranties and agreements
      of
      each of the other parties and all such representation, warranties and agreement
      will be effective regardless of any investigation that any party has undertaken
      or failed to undertake. The representations, warranties and agreements will
      survive the Closing Date and continue in full force and effect until six (6)
      months after the Closing Date.




10.2  Further
      Assurances and Provision of Information .
      Each of
      the parties hereto will co-operate with the others and execute and deliver
      to
      the other parties hereto such other instruments and documents and take such
      other actions as may be reasonably requested from time to time by any other
      party hereto as necessary to carry out, evidence, and confirm the intended
      purposes of this Agreement. Additionally, WEIC and the Selling Shareholders
      acknowledge that under SEC rules VITS must provide registration level
      information regarding the business of WEIC and agree to provide such information
      to VITS in a timely manner prior to closing, and allow VITS and its
      representative’s free access to all books, records, and other information of
      WEIC and to its personnel and advisors.




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




10.4  Expenses .
      Each
      party to this Agreement will bear its respective expenses incurred in connection
      with the preparation, execution, and performance of this Agreement and the
      Transaction contemplated hereby, including all fees and expenses of agents,
      representatives, counsel, and accountants.




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




11.6  Notices .
      All
      notices and other communications required or permitted under to this Agreement
      must be in writing and will be deemed given if sent by personal delivery, faxed
      with electronic confirmation of delivery, internationally-recognized express
      courier or registered or certified mail (return receipt requested), postage
      prepaid, to the parties at the following addresses (or at such other address
      for
      a party as will be specified by like notice):




If
      to
      WEIC or any of the Selling Shareholders:





Welwind
      Energy International Corporation


c/o
      Daniel L. Baxter


Macleod
      Dixon LLP


3700
      Canterra Tower


400
      Third
      Avenue SW


Calgary,
      Alberta T2P 4H2




With
      a
      copy (which will not constitute notice) to:




Daniel
      L.
      Baxter


Macleod
      Dixon LLP


3700
      Canterra Tower


400
      Third
      Avenue SW


Calgary,
      Alberta T2P 4H2





If
      to
      VITS:




Vitasti,
      Inc.


10-20172
      113B Avenue


Maple
      Ridge, British Columbia


Canada
      V2X 0Y9




With
      a
      copy (which will not constitute notice) to:




Steadylaw
      Group, LLP


6151
      Fairmount Avenue, Suite 201


San
      Diego, California 92120


Tel
      (619)
      399-3090; Fax (619) 330-1888







All
      such
      notices and other communications will be deemed to have been received: (i)
      in
      the case of personal delivery, on the date of such delivery; (ii) in the case
      of
      a fax, when the party sending such fax has received electronic confirmation
      of
      its delivery; (iii) in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and, (iv) in the case
      of mailing, on the fifth business day following mailing.




10.7  Headings .
      The
      headings contained in this Agreement are for convenience purposes only and
      will
      not affect in any way the meaning or interpretation of this
      Agreement.




10.8  Benefits .
      This
      Agreement is and will only be construed as for the benefit of or enforceable
      by
      those persons party to this Agreement.




10.9  Assignment .
      This
      Agreement may not be assigned (except by operation of law) by any party without
      the consent of the other parties.




10.10  Governing
      Law .
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to contracts made and to be performed
      therein.




10.11  Construction .
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rule of strict construction
      will
      be applied against any party.




10.12  Gender .
      All
      references to any party will be read with such changes in number and gender
      as
      the context or reference requires.




10.13  Counterparts .
      This
      Agreement may be executed in one or more counterparts, all of which will be
      considered one and the same agreement and will become effective when one or
      more
      counterparts have been signed by each of the parties and delivered to the other
      parties, it being understood that all parties need not sign the same
      counterpart.




10.14  Fax
      Execution .
      This
      Agreement may be executed by delivery of executed signature pages by fax and
      such fax execution will be effective for all purposes.




10.15  Independent
      Legal Advice .
      All
      Selling Shareholders confirm that they have sought and obtained independent
      legal advice prior to execution of this Agreement and cannot and do not rely
      on
      the representations of VITS or its advisors respecting the legal effects of
      this
      Agreement.




10.15  Schedules
      and Exhibits .
      The
      schedules and exhibits are attached to this Agreement and incorporated
      herein.





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




**VITASTI,
      INC.**      ****   **WELWIND
      ENERGY INT’L CORP.**








_____________________________    _____________________________


By:
      Tammy-Lynn McNabb     By:


Its:
      President       Its:







**SELLING
      SHAREHOLDERS**








________________________________


Signature





________________________________


Name








________________________________


Signature





________________________________


Name





________________________________


Signature





________________________________


Name





**SCHEDULE 1.**





The
      Selling Shareholders




Name
            Address
            Number
                of WEIC Shares held before Closing
            Number
                of VITS Shares to be received on ClosingBenjamin
                Chan
            c/o
                Daniel L. Baxter
              Macleod
                Dixon LLP
              3700
                Canterra Tower
              400
                Third Avenue SW
              Calgary,
                Alberta T2P 4H2
            210
                Class A
            3,000,000Shannon
                de Delley
            c/o
                Daniel L. Baxter
              Macleod
                Dixon LLP
              3700
                Canterra Tower
              400
                Third Avenue SW
              Calgary,
                Alberta T2P 4H2
            210
                Class A
            4,000,000Zhao
                Jian-Chong
            c/o
                Daniel L. Baxter
              Macleod
                Dixon LLP
              3700
                Canterra Tower
              400
                Third Avenue SW
              Calgary,
                Alberta T2P 4H2
            210
                Class A
            4,000,000






































































































**SCHEDULE
      2.**







**[RESERVED]**








**SCHEDULE
      3.**




**Directors
      and Officers of WEIC**




Directors:  Zhao
      Jian-Chong


Benjamin
      Chan


Shannon
      de Delley





Officers:  Zhao
      Jian-Chong


Benjamin
      Chan


Shannon
      de Delley

















**SCHEDULE
      4.**




**Directors
      and Officers of VITS**




Directors:  Tammy-Lynn
      McNabb


Patrick
      Higgins


Shannon
      deDelley


David
      Wing Yiu Cho





Officers:  Tammy-Lynn
      McNabb

















**SCHEDULE
      5.**




**Leases,
      Subleases, Claims, Capital Expenditures and Other Property
      Interests**