Filed by Automated Filing Services Inc. (604)609-0244 - Actiga Corporation - Exhibit 10.1






THE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER
RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made effective as
of the 7th of January, 2008

AMONG:

ACTIGA CORPORATION (f/k/a Puppy
Zone Enterprise, Inc.), a publicly held Nevada corporation

(“AC”)

AND:

QMOTIONS, INC., a privately
held, California C-Corporation 

(“QMotions”)

AND:

QMOTIONS ACQUISITION CORP., a
privately held, California corporation 

(“AC Sub”)

AND: 

THE UNDERSIGNED SHAREHOLDERS OF
QMOTIONS AS LISTED ON SCHEDULE 1 ATTACHED HERETO 

(“Shareholders”)

WHEREAS:

A. AC Sub is a wholly-owned subsidiary of Actiga;

B. The board of directors of each of Actiga and QMotions deem
it advisable and in the best interests of their respective companies and
shareholders that QMotions be merged with and into AC Sub, with QMotions
remaining as the surviving corporation under the name "QMotions, Inc.";




C. The boards of directors of each of Actiga, AC Sub and
QMotions have approved this Agreement and Plan of Merger (the “Agreement”) and
the transactions contemplated hereby; and

D. The stockholders of QMotions and AC Sub have approved this
agreement (the “Agreement”) and the transactions contemplated hereby.

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:

	 	(a) 	 “Agreement” means 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;

	 	 	 
	 	(b) 	 “Applicable Securities Legislation”
        means all applicable securities legislation in all jurisdictions relevant
        to the issuance of the Actiga Shares and Actiga Options;

	 	 	 
	 	(c) 	 “Closing” means the completion of the
        Transaction, in accordance with Section 8 hereof, at which time the Closing
        Documents will be exchanged by the parties, except for those documents
        or other items specifically required to be exchanged at a later time;

	 	 	 
	 	(d) 	 “Closing Date” means January 31, 2008,
        or a date mutually agreed upon by the parties hereto;

	 	 	 
	 	(e) 	 “Closing Documents” means the papers,
        instruments and documents required to be executed and delivered at the
        Closing pursuant to this Agreement;

	 	 	 
	 	(f) 	 “Loss” means any and all demands, claims,
        actions or causes of action, assessments, losses, damages, liabilities,
        costs, and expenses, including without limitation, interest, penalties,
        fines and reasonable attorneys, accountants and other professional fees
        and expenses, but excluding any indirect, consequential or punitive damages
        suffered by Actiga or QMotions including damages for lost profits or lost
        business opportunities.

	 	 	 
	 	(g) 	 “Optionholders” has the meaning ascribed
        to it in Section 7.2(q);

	 	 	 
	 	(h) 	 “QMotions” has the meaning ascribed
        to it in the preamble to this Agreement;

	 	 	 
	 	(i) 	 “QMotions Common Stock” has the meaning
        ascribed to it in Section 3.3;

	 	 	 
	 	(j) 	 “QMotions Shares” means the 202.972
        shares of QMotions Common Stock held by the Shareholders, being all of
        the issued and outstanding common shares of QMotions beneficially held,
        either directly or indirectly, by the Shareholders;

	 	 	 
	 	(k) 	 “Actiga” has the meaning ascribed to
        it in the preamble to this Agreement;



2





	 	(l) 	
      “Actiga Shares” means up to 25,230,000 fully paid
      and non-assessable common shares of Actiga to be issued to the
      Shareholders on the Closing Date;

	 	 	 
	 	(m) 	
      “Actiga Options” – means those options to be
      issued to the Optionholders pursuant to 7.2(q) hereof to purchase an
      aggregate of 3,770,000 shares of Actiga common stock.

	 	 	 
	 	(n) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(o) 	
      “Shareholders” has the meaning ascribed to it in
      the preamble to this Agreement;

	 	 	 
	 	(p) 	
      “Taxes” means any federal, state, local, or
      foreign income, gross receipts, license, payroll, employment, excise,
      severance, stamp, occupation, premium, windfall profits, environmental
      (including taxes under Internal Revenue Code 59A), customs duties, capital
      stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum,
      estimated, or other tax of any kind whatsoever, including any interest,
      penalty, or addition thereto, whether disputed or not and including any
      obligations to indemnify or otherwise assume or succeed to the Tax
      liability of any other Person.

	 	 	 
	 	(q) 	
      “Tax Return” means any return, declaration,
      report, claim for refund, or information return or statement relating to
      Taxes, including any schedule or attachment thereto, and including any
      amendment thereof.

	 	 	 
	 	(r) 	
      “Transaction” means the merger of AC Sub into
      QMotions and the issuance of the Actiga Shares to the
  Shareholders;

	 	 	 
	 	(s) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(t) 	
      “1934 Act” means the United States Securities
      Exchange Act of 1934, as amended; and,

	 	 	 
	 	(u) 	
      “SEC Reports” means the periodic and current
      reports filed by Actiga with the SEC pursuant to the 1934 Act.

	 	 	 
	 	(v) 	
      Schedules. The following schedules are attached to
      and form part of this Agreement:




	 	Schedule 1 	- 	Shareholders 
	 	Schedule 2 	- 	Directors and Officers of Qmotions 
	 	Schedule 3 	- 	Directors and Officers of Actiga 
	 	Schedule 4 	- 	Actiga Liabilities 
	 	Schedule 5 	- 	QMotions Leases, Subleases, Claims, Capital 
	 	  	  	Expenditures, Taxes and Other Property Interests 
	 	Schedule 6 	- 	QMotions Material Contracts and Liabilities 
	 	Schedule 7 	- 	Certificate of U.S. Shareholder 
	 	Schedule 8 	- 	QMotions Employees and Consultants 
	 	Schedule 9 	  	Trademarks and Patents 


1.2 Currency. All dollar amounts referred to in this
Agreement are in United States funds, unless expressly stated otherwise.

3




2. BASIC TRANSACTION

2.1 Merger. On and subject to the terms and conditions
of this Agreement, AC Sub will merge with and into QMotions (the “Merger”) at
the Effective Time (as defined below). QMotions shall be the corporation
surviving the Merger (the “Surviving Corporation”). Actiga agrees to issue the
Actiga Options to the Optionholders in accordance with the procedures set forth
in Section 7.2(q) .

2.2 Effect of Merger.

	 	(a) 	
      General. The Merger shall become effective on the
      date and at the time (the “Effective Time”) QMotions and AC Sub file the
      Certificate of Merger with the State of California. The Merger shall have
      the effect set forth in the California Corporations Code. Surviving
      Corporation may, at any time after the Effective Time, take any action
      (including executing and delivering any document) in the name and on
      behalf of either QMotions or AC Sub in order to carry out and effectuate
      the transactions contemplated by this Agreement.

	 	 	 
	 	(b) 	
      Certificate of Incorporation. The Certificate of
      Incorporation of Surviving Corporation shall be the Amended and Restated
      Certificate of Incorporation of QMotions immediately prior to the
      Effective Time.

	 	 	 
	 	(c) 	
      Bylaws. The Bylaws of Surviving Corporation shall
      be the Bylaws of QMotions immediately prior to the Effective
  Time.

	 	 	 
	 	(d) 	
      Directors and Officers. The directors and
      officers of QMotions shall be and remain the directors and officers of
      Surviving Corporation at and as of the Effective Time, each holding the
      office with the Surviving Corporation that he or she held with QMotions
      immediately prior to the Effective Time.

	 	 	 
	 	(e) 	
      Conversion of Securities. At and as of the
      Effective Time, the QMotions Shares shall be converted into the right to
      receive Actiga Shares (for each QMotions Shareholder a fractional share
      resulting from conversion of its aggregate holdings will be rounded up to
      the nearest whole share) which Actiga Shares will be issued to the
      Shareholders. No QMotions securities shall be deemed to be outstanding or
      to have any rights other than those described and provided for in this
      Section 2 at and after the Effective Time.

	 	 	 
	 	(f) 	
      Termination of Options to Purchase QMotions
      Shares. At and as of the Effective Time, each outstanding option or
      right to purchase or acquire any securities of QMotions to which QMotions
      is a party shall terminate and no longer represent any right to purchase
      any securities of QMotions, Actiga or AC Sub.

	 	 	 
	 	(g) 	
      Conversion of AC Sub Securities. At and as of the
      Effective Time, all AC Sub Securities shall be converted into 1,000 shares
      of common stock of the Surviving Corporation, as such are constituted
      immediately following the Effective Time, and shall be registered in the
      name of Actiga Corporation.

	 	 	 
	 	(h) 	
      Dissenting Shares. Each outstanding QMotions
      share, the holder of which has not approved the Transaction or executed
      this Agreement and demanded and perfected its demand for payment of the
      fair value of its shares in accordance with the
  California



4





	 		
      Corporations Code (“Appraisal Rights”) and has not
      effectively withdrawn or lost its right to such payment (“Dissenting
      Shares”) shall not be converted into or represent a right to receive
      Actiga Shares pursuant to Section 2.2(e) hereof, and the holder thereof
      shall be entitled only to such rights as are granted by the Appraisal
      Rights. Each holder of Dissenting Shares who becomes entitled to payment
      for its QMotions Shares pursuant to Appraisal Rights shall receive payment
      therefor from the Surviving Corporation (but only after the amount thereof
      shall have been agreed upon or finally determined pursuant to the
      Appraisal Rights).

	 	 	 
	 	(i) 	
      Effect of Merger. On the Effective Date, the
      Surviving Corporation, without further act, deed or other transfer, shall
      retain or succeed to, as the case may be, and possess and be vested with
      all the rights, privileges, immunities, powers, franchises and authority,
      of a public as well as of a private nature, of QMotions and AC Sub; all
      property of every description and every interest therein, and all debts
      and other obligations of or belonging to or due to each of QMotions or AC
      Sub on whatever account shall thereafter be taken and deemed to be held by
      or transferred to, as the case may be, or invested in the Surviving
      Corporation without further act or deed, title to any real estate, or any
      interest therein vested in QMotions or AC Sub, shall not revert or in any
      way be impaired by reason of this merger; and all of the rights of
      creditors of QMotions and AC Sub shall be preserved unimpaired, and all
      liens upon the property of QMotions and AC Sub shall be preserved
      unimpaired, and all debts, liabilities, obligations and duties of the
      respective corporations shall thenceforth remain with or be attached to,
      as the case may be, the Surviving Corporation and may be enforced against
      it to the same extent as if all of said debts, liabilities, obligations
      and duties had been incurred or contracted by it.



2.3 Procedure for Exchange of Shares. Immediately after
the Effective Time, Actiga shall mail or cause to be mailed by certified mail to
the former QMotions Shareholders (excluding the holders of Dissenting Shares) at
their addresses as they appear on the books and records of QMotions a letter of
transmittal for the QMotions Shareholders to use in surrendering the
certificates representing their QMotions Shares in exchange for certificates
representing the Actiga Shares to which they are entitled pursuant to the
conversion under Section 2.2(e) hereof. The Actiga Shares issued to the former
QMotions Shareholders shall be, as of the Effective Time, fully paid and
non-assessable and shall be issued pursuant to a safe harbor from the prospectus
and registration requirements of the 1933 Act. The Shareholders and
Optionholders agree to abide by all applicable resale restrictions and hold
periods imposed by Applicable Securities Legislation. All certificates
representing the Actiga Shares issued on Closing, as well as the Actiga Options
and shares of common stock underlying the Actiga Options, when issued, will be
endorsed with restrictive legends substantially in the same form as the
following legend pursuant to the 1933 Act, in order to reflect the fact that
these are restricted securities and will be issued to the Shareholders and
Optionholders pursuant to a safe harbor from the registration requirements of
the 1933 Act:


  
    “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS.”

  



5




Each Shareholder and Optionholder agrees to fill in and execute
an Accredited Investor Certificate in the form attached as Schedule 7 to this
Agreement, and agrees that the representations set out in such schedule as
executed by the Shareholders and Optionholders will be true and correct as of
the Closing Date.

2.4 Restricted Shares. QMotions, the Shareholders and
the Optionholders acknowledge that the Actiga Shares and the Actiga Options (as
well as the underlying shares of Actiga common stock) issued pursuant to the
terms and conditions set forth in this Agreement will have such hold periods as
are required under Applicable Securities Legislation and as a result may not be
sold, transferred or otherwise disposed of, 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 Legislation.
Each Shareholder and Optionholder agrees that he has been given an opportunity
to seek and obtain independent legal advice as to the resale restrictions
applicable in their jurisdiction of residence, and under U.S. or other
Applicable Securities Legislation generally. Actiga has not undertaken, and will
have no obligation, to register any of the Actiga Shares, the Actiga Options,
and the shares of common stock underlying the Actiga Options under the 1933
Act.

2.5 Exemptions. The Shareholders and Optionholders
acknowledge that Actiga has advised such Shareholders and Optionholders that
Actiga is relying on an exemption from the prospectus and registration
requirements of the Applicable Securities Legislation, and, as a consequence,
the Shareholders and Optionholders will not be entitled to certain protections,
rights and remedies available under Applicable Securities Legislation, including
statutory rights of rescission or damages, and the Shareholders and
Optionholders will not receive information that would otherwise be required to
be provided to the Shareholders and Optionholders pursuant to Applicable
Securities Legislation.

3. REPRESENTATIONS AND WARRANTIES OF QMOTIONS

Except as set forth in the disclosure schedules to be delivered
to Actiga by QMotions on the date hereof (which disclosure schedules will be
arranged in paragraphs corresponding to the numbered and lettered paragraphs
contained in this Section 3), and except as disclosed in the Financial
Statements for the periods ended September 30, 2007, and December 31 2006 (“QM
Financial Statements”) QMotions represents and warrants to Actiga, and
acknowledges that Actiga 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 Actiga, as
follows:

3.1 Organization and Good Standing. QMotions is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California and has the requisite corporate power and authority
to own, lease and to carry on its business as now being conducted. 

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

6





	 	(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 QMotions. The entire authorized
capital stock and other equity securities of QMotions consists of 10,000 shares
of common no par value stock (the “QMotions Common Stock”). There are
146.178 shares of QMotions Common Stock issued and outstanding as of the date of
this Agreement and options to purchase 30.329 shares of QMotions Common Stock.
All of the issued and outstanding shares of QMotions 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 general corporate laws of the
State of California and its articles and bylaws. There are no agreements to
which QMotions is a party purporting to restrict the transfer of the QMotions
Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or
other arrangements restricting or affecting the voting of the QMotions Common
Stock, except the Buy/Sell Agreement, dated January 1, 2004, by and among
QMotions, and the shareholders named therein, the Shareholders’ Management
Agreement dated January 1, 2004, as amended, the Stock Restriction Agreements by
and between QMotions and each of its shareholders and the Phantom Stock
Agreement.

3.4 Shareholders of QMotions Common Stock. The
Shareholders, as listed in Schedule 1 to this Agreement, are the only registered
holders of the QMotions Shares.

3.5 Directors and Officers of QMotions. The duly elected
or appointed directors and officers of QMotions are as set out in Schedule 2 to
this Agreement.

3.6 Wholly-Owned Subsidiary. QMotions has no
wholly-owned subsidiaries.

3.7 Non-Contravention. Neither the execution, delivery
and 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 QMotions
      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 QMotions, or any of its
      material property or assets;

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

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



3.8 Actions and Proceedings. To the best knowledge of
QMotions, there is no action, suit, judgment, claim, demand or proceeding
outstanding or pending, or threatened against or affecting 

7




QMotions or which involves any of the business, or the
properties or assets of QMotions that, if adversely resolved or determined,
would have a material adverse effect on the business, operations, assets,
properties, prospects, or conditions of QMotions taken as a whole (a
“QMotions Material Adverse Effect”).

3.9 Compliance.

	 	(a) 	
      To the best knowledge of QMotions, QMotions 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
      QMotions;

	 	 	 
	 	(b) 	
      To the best knowledge of QMotions, it 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 QMotions
      Material Adverse Effect; and

	 	 	 
	 	(c) 	
      To the best knowledge of QMotions, it has operated in
      material compliance with all laws, rules, statutes, ordinances, orders and
      regulations applicable to its business. QMotions has not received any
      notice of any violation thereof, nor is QMotions aware of any valid basis
      therefore.



3.10 Filings, Consents and Approvals. To the best
knowledge of QMotions, 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
QMotions of the Transaction contemplated by this Agreement or to enable QMotions
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.

3.11 Absence of Undisclosed Liabilities. Except as
disclosed in this Agreement or in the QM Financial Statements, QMotions does not
have any liabilities or obligations either direct or indirect, matured or
unmatured, absolute, contingent or otherwise that could in the aggregate exceed
$50,000, 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.

3.12 Absence of Changes. Except as disclosed in this
Agreement, in Schedule 6 or in the QM Financial Statements, since September 30,
2007, QMotions has not:

	 	(a) 	
      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 QMotions to



8





	 		
      any mortgage, lien, pledge, security interest,
      conditional sales contract or other encumbrance of any nature whatsoever
      other than with Marquette Finance;

	 	 	 
	 	(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 (for the purposes
      herein, Actiga acknowledges certain unsold inventory may be returned to
      QMotions by its client QVC as in the ordinary course of their business
      relationship);

	 	 	 
	 	(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
      other than to increase salaries of certain employees to market rates in
      accordance to the projections previously provided Actiga by QMotions;
      or

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



3.13 Personal Property. QMotions possess, and has good
and marketable title of all property necessary for the continued operation of
the business of QMotions and as presently conducted and as represented to
Actiga. All such property is used in the business of QMotions. All such property
is in reasonably good operating condition, 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 QMotions are owned by QMotions free and clear of all liens, security
interests, charges, encumbrances, and other adverse claims, except as disclosed
in Schedule 6 to this Agreement.

3.14 Intellectual Property. QMotions does not have any
intellectual property other as disclosed on Schedule 9.

3.15 Real Property. QMotions does not own any real
property but has a month to month lease on its office space. Each of the leases,
subleases, claims, capital expenditures, Taxes or other real property 

9




interests (collectively, the “Leases”) to which QMotions
is a party or is bound, as set out in Schedule 6 to this Agreement, is legal,
valid, binding, enforceable and in full force and effect in all material
respects. The Leases will continue to be legal, valid, binding, enforceable and
in full force and effect on identical terms on the Closing Date. QMotions has
not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered
any interest in the Leases or the leasehold property pursuant thereto.

3.16 Material Contracts and Transactions. Schedule 6 to
this Agreement lists each material contract, agreement, license, permit,
arrangement, commitment, instrument or contract to which QMotions is a party
(each, a “Contract”). Subject to Section 6.2(p) hereof, the continuation
and validity 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.

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

3.18 No Brokers. QMotions 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, although QMotions has an agreement with Alexander Dunham for
Capital Raising Services and M&A consulting.

3.19 Completeness of Disclosure. No representation or
warranty by QMotions in this Agreement nor any certificate, schedule, statement,
document or instrument furnished or to be furnished to Actiga pursuant hereto
contains or will contain any untrue statement of a material fact.

3.20 Financial Condition. QMotions has delivered
unaudited financial information to Actiga regarding its operations for the year
ended December 31, 2006 and the nine months ended September 30, 2007, which
information is true in all material respects. 

4. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS &
OPTIONHOLDERS

Each of the Shareholders and Optionholders (the
“Securityholders”), where applicable, represent and warrant to Actiga and AC
Sub, and acknowledges that Actiga and AC Sub 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 Actiga or AC Sub, as follows:

	 	(a) 	
      Each Securityholder is the registered and beneficial
      owner of the number of QMotions Shares or Options listed next to his or
      her name in Schedule 1 to this Agreement and each Securityholder has no
      interest, legal or beneficial, direct or indirect, in any other shares of,
      or the assets or business of QMotions;

	 	 	 
	 	(b) 	
      Each Securityholder party to this Agreement has completed
      and executed an Accredited Investor Certificate in the form attached as
      Schedule 7 to this Agreement, and agrees that the representations set out
      in such schedule as executed by such Securityholder are true as of the
      date of this Agreement and will be true and correct as of the Closing
      Date;



10





	 	(c) 	
      Schedule 1 to this Agreement contains a true and complete
      list of each Securityholder’s name and address;

	 	 	 
	 	(d) 	
      Immediately prior to and at the Closing, the
      Securityholder shall be the legal and beneficial owner of the number of
      QMotions Shares or Options listed next to his or her name in Schedule 1 to
      this Agreement and on the Closing Date, the Securityholder shall transfer
      to Actiga the QMotions Shares free and clear of all liens, restrictions,
      covenants or adverse claims of any kind or character;

	 	 	 
	 	(e) 	
      There are no written instruments, buy-sell agreements,
      voting agreements or other agreements by and between or among the
      QMotions, the Securityholder or any other person, imposing any
      restrictions upon the transfer, prohibiting the transfer of or otherwise
      pertaining to QMotions Shares or the ownership thereof; and

	 	 	 
	 	(f) 	
      Each of the Securityholders has the legal power and
      authority to execute and deliver this Agreement and all other documents
      required to be executed and delivered by the Securityholders hereunder, to
      consummate the transactions hereby contemplated, and to take all other
      actions required to be taken by such party pursuant to the provisions
      hereof.



5. REPRESENTATIONS AND WARRANTIES OF ACTIGA AND AC
SUB

Each of Actiga and AC Sub represent and warrant to QMotions and
the Shareholders and acknowledges that QMotions and the 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 QMotions or the Shareholders, as follows:

5.1 Organization and Good Standing. Each of Actiga and
AC Sub are duly incorporated, organized, validly existing and in good standing
under the laws of the state of their respective incorporation, and have all
requisite corporate power and authority to own, lease and to carry on their
respective business as now being conducted. 

5.2 Authority. Each of Actiga and AC Sub have all
requisite corporate power and authority to consummate the Transaction and to
execute and deliver this Agreement and any other document contemplated by this
Agreement (collectively, the “AC Documents”) to be signed by each of
Actiga and AC Sub and to perform its obligations hereunder and to consummate the
Transaction contemplated hereby. The execution and delivery of each of the AC
Documents by each of Actiga and AC Sub and the consummation by Actiga and AC Sub
of the Transaction contemplated hereby have been duly authorized by their
respective boards of directors and shareholders of AC Sub and no other corporate
or shareholder proceedings on the part of Actiga or AC Sub is necessary to
authorize such documents or to consummate the Transaction contemplated hereby.
This Agreement has been, and the other AC Documents when executed and delivered
by each of Actiga and AC Sub as contemplated by this Agreement will be, duly
executed and delivered by each of Actiga and AC Sub and this Agreement is, and
the other AC Documents when executed and delivered by each of Actiga and AC Sub,
as contemplated hereby will be, valid and binding obligations of Actiga and AC
Sub, respectively, 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;



11





	 	(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.



5.3 Private Placement. Concurrent with the closing of
this Agreement, Actiga will conduct and complete a private placement for gross
proceeds of $2,500,000 at a purchase price per unit of $1.25. Each unit will be
comprised of one common share and one common share purchase warrant. Each common
share purchase warrant will have an exercise price of no less than $1.50 per
share and be exercisable for a period of two (2) years.

5.4 Maximum Liabilities. Immediately prior to Closing,
Actiga will not have any liabilities or obligations either direct or indirect,
matured or unmatured, absolute, contingent or otherwise that could in the
aggregate exceed $40,000, which have not been paid or discharged at that
time.

5.5 Capitalization of Actiga. The entire authorized
capital stock and other equity securities of Actiga consist of 100,000,000
shares of common stock with a par value of $0.001 (the “Actiga Common
Stock”). As of the date of this Agreement, there are 72,000,000 shares of
Actiga Common Stock issued and outstanding. Actiga will have issued and
outstanding no more than 46,230,000 shares of Actiga Common Stock immediately
after the issuance of the Actiga Shares as contemplated by this Agreement and
2,000,000 common share purchase warrants sold in the private placement referred
to in section 5.3 of this Agreement and 3,770,000 of Actiga Options. Neither
Actiga nor any of its representatives have received any formal or informal
notification from FINRA or other official party or representative that that
Actiga common stock is not authorized (with or without the passage of time) for
continued trading on the OTC Bulletin Board. A complete list of all persons or
entities holding Actiga as shown on the stockholder records of Actiga is set
forth in 5.5 of the Disclosure Schedule.

5.6 That all of the issued and outstanding shares of Actiga
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. Other than the share
issuances contemplated by this Agreement, there are no outstanding options,
warrants, subscriptions, phantom shares, conversion rights, or other rights,
agreements, or commitments obligating Actiga to issue any additional shares of
Actiga Common Stock, or any other securities convertible into, exchangeable for,
or evidencing the right to subscribe for or acquire from Actiga any shares of
Actiga Common Stock as of the date of this Agreement. There are no agreements
purporting to restrict the transfer of the Actiga Common Stock, no voting
agreements, voting trusts, or other arrangements restricting or affecting the
voting of the Actiga Common Stock.

5.7 Directors and Officers of Actiga. The duly elected
or appointed directors and the duly appointed officers of Actiga are as listed
on Schedule 3 to this Agreement.

5.8 Corporate Records of Actiga. The corporate records
of Actiga, as required to be maintained by it pursuant to the Nevada
Corporations Code, are accurate, complete and current in all material respects,
and the minute book of Actiga is, in all material respects, correct and contains
all material records required by the laws of the State of Nevada in regards to
all proceedings, consents, actions and meetings of the shareholders and the
board of directors of Actiga.

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

12





	 	(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 Actiga 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 Actiga or any of its material
      property or assets;

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

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



5.10 Validity of Actiga Shares and Actiga Options. The
Actiga Shares and Actiga Options to be issued to the Shareholders and
Optionholders 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. The shares of Common Stock
underlying the Actiga Options, when issued in accordance with the Actiga
Options, will be duly and validly authorized and will be duly and validly
issued, fully paid and non-assessable.

5.11 Actions and Proceedings. To the best knowledge of
Actiga, 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
Actiga, threatened against Actiga which involves any of the business, or the
properties or assets of Actiga that, if adversely resolved or determined, would
have a material adverse effect on the business, operations, assets, properties,
prospects or conditions of Actiga taken as a whole (an “Actiga 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 an Actiga Material Adverse Effect.

5.12 Compliance.

	 	(a) 	
      To the best knowledge of Actiga, Actiga 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
      Actiga;

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

	 	 	 
	 	(c) 	
      Actiga 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 Actiga, threatened,
      and none of them will be affected in a material adverse manner by the
      consummation of the Transaction; and



13





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



5.13 Filings, Consents and Approvals. Actiga will
conduct or obtain any filing, registration, permit or authorization from any
public or governmental body or authority or other person that is necessary for
the consummation by Actiga of the Transaction contemplated by this Agreement and
to continue to conduct its business after the Closing Date in a manner which is
consistent with that in which it is presently conducted.

5.14 SEC Filings. Actiga has furnished or made available
to QMotions and the Shareholders a true and complete copy of each report,
schedule, registration statement and proxy statement filed by Actiga with the
SEC (collectively, and as such documents have since the time of their filing
been amended, the “Actiga SEC Documents”). Actiga has filed all SEC
Reports required by it to be filed with the SEC and such reports filed in the
12-month period prior to the Closing Date have been filed timely or within any
period of extension for filing allowed under applicable rules. As of their
respective dates, the Actiga SEC Documents complied in all material respects
with the applicable requirements and regulations of the 1933 Act or the 1934
Act, as applicable, and the rules and regulations of the SEC thereunder
applicable to such Actiga SEC Documents. All filings by Actiga with the SEC have
contained information which is true and correct in all material respects, and
did not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading or which
could have a material adverse effect on Actiga. Actiga is in compliance in all
material respects with applicable requirements of the Sarbanes-Oxley Act of 2002
and the regulations adopted thereunder.

5.15 Absence of Undisclosed Liabilities. Except as
disclosed in this Agreement, Actiga does not have any material liabilities or
obligations either 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.

5.16 Absence of Certain Changes or Events. Except as and
to the extent disclosed in the Actiga SEC Documents, there has not been:

	 	(a) 	
      a Actiga Material Adverse Effect; or

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



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

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

5.19 Employees and Consultants. Actiga does not have any
employees or consultants, except as disclosed in the Actiga SEC Documents.

5.20 Material Contracts and Transactions. 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 Actiga is a party.

14




5.21 No Brokers. Actiga 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.

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

5.23 Completeness of Disclosure. No representation or
warranty by Actiga in this Agreement nor any certificate, schedule, statement,
document or instrument furnished or to be furnished to QMotions 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.

5.24 Tax Matters.

	 	(a) 	
      Actiga has filed all Tax Returns that is was required to
      file under applicable laws and regulations. All such Tax Returns were
      correct and complete in all material respects and have been prepared in
      substantial compliance with all applicable laws and regulations. All Taxes
      due and owing by Actiga (whether or not shown on any Tax Return) have been
      paid. No claim has ever been made by an authority in a jurisdiction where
      Actiga does not file Tax Returns that it is or may be subject to taxation
      by that jurisdiction. There are not Liens for Taxes (other than Taxes not
      yet due and payable) upon any of the assets of Actiga.

	 	 	 
	 	(b) 	
      Actiga has withheld and paid all Taxes required to have
      been withheld and paid in connection with any amounts paid or owing to any
      employee, independent contractor, creditor, stockholder or other third
      party.



5.25 SEC Comments. Except as provided to QMotions,
Actiga has received no comments from SEC with respect to its SEC Reports filed
with the SEC.

6. LOCK-UP AGREEMENT

Each of Steve Bajic, the sole director and officer of Actiga,
the Optionholders, and the Shareholders (the “Undersigned”) hereby agrees, for
the period commencing on the Closing Date and expiring on the first anniversary
thereof (the “Lock-up Period”), to use their best efforts not to, directly or
indirectly (i) offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any Actiga Shares acquired
or acquirable by the Undersigned pursuant to the terms of this Agreement or any
Actiga Shares previously acquired by the Undersigned, or (ii) engage directly or
indirectly in any transaction the likely result of which would involve a
transaction prohibited by clause (i). The foregoing restriction is expressly
agreed to preclude the undersigned from engaging in any hedging or other
transaction which is designed to, or reasonably expected to lead to, or result
in, a sale or disposition of the Actiga Shares even if such Actiga Shares would
be disposed of by someone other than the Undersigned. Such prohibited hedging or
other transactions would include without limitation any short sale or any
purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Actiga Shares or with respect to any
security that includes, relates to, or derives any significant part of its value
from the Actiga Shares. ; provided, further however, that Amro Albanna may sell
up to 25% of his shares in a private transaction during the Lock-up Period.
Actiga and QMotions further agree during the Lock-Up Period that Actiga will
register the Actiga Shares acquired or acquirable by the Undersigned pursuant to
the terms of this Agreement pursuant to any registration statement on such form
as Actiga may be eligible to use to register the resale of the Actiga Shares
with the SEC.

15




7. CLOSING CONDITIONS

7.1 Conditions Precedent to Closing by Actiga. The
obligation of Actiga to consummate the Transaction is subject to the
satisfaction or waiver of the conditions set forth below on or before the
Closing Date or such earlier date as hereinafter specified. The Closing of the
Transaction contemplated by this Agreement will be deemed to mean the
satisfaction or waiver of all conditions to Closing. These conditions of closing
are for the benefit of Actiga and may be waived by Actiga in its sole
discretion.

	 	(a) 	
      Representations and Warranties. The representations and
      warranties of QMotions 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 QMotions will have delivered to Actiga a
      certificate dated as of the Closing Date, to the effect that the
      representations and warranties made by QMotions in this Agreement are true
      and correct.

	 	 	 	 
	 	(b) 	
      Performance. All of the covenants and obligations that
      QMotions and the 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 QMotions
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to Actiga, will have been executed and delivered to Actiga by
      QMotions.

	 	 	 	 
	 	(d) 	
      Conversion of Loan. QMotions will have converted that
      certain loan (“Loan”) in the amount of $500,000 by Che Ming Chou to
      QMotions, which Loan was arranged by Actiga and evidenced by a Loan
      Agreement dated October 26, 2007, into 400,000 shares of Actiga, including
      400,000 share purchase warrant exercisable at $1.50 per warrant effected
      simultaneously with the closing of the transaction described
  herein.

	 	 	 	 
	 	(e) 	
      Secretary’s Certificate – QMotions. QMotions will have
      delivered to Actiga a certificate from the Secretary of QMotions
      attaching:

	 	 	 	 
	 		(i) 	
      a copy of QMotions’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 QMotions approving the execution and delivery of this
      Agreement and the consummation of the transactions contemplated
    herein.

	 	 	 	 
	 	(f) 	
      Third Party Consents. QMotions will have delivered to
      Actiga duly executed copies of all third party consents and approvals
      contemplated by this Agreement, in form and substance reasonably
      satisfactory to Actiga.

	 	 	 	 
	 	(g) 	
      Regulatory Approvals and Consents. QMotions will have
      obtained all necessary approvals and consents to carry out the
      Transaction, in form and substance reasonably satisfactory to
    Actiga.

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

	 	 	 	 
	 	(i) 	
      No Action. No suit, action, or proceeding will be pending
      or threatened which would:



16





	 		(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement, or,

	 	 	 	 
	 		(ii) 	
      cause the Transaction to be rescinded following
      consummation.

	 	 	 	 
	 	(j) 	
      Outstanding Shares. QMotions will have no more than 203
      shares of QMotions Common Stock issued and outstanding on the Closing
      Date.

	 	 	 	 
	 	(k) 	
      Due Diligence. As attested by written notice of
      satisfactory completion to QMotions from Actiga, Actiga and its solicitors
      will be reasonably satisfied with their due diligence investigation of
      QMotions 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 QMotions or the Shareholders that are reasonably germane to
      the Transaction,

	 	 	 	 
	 		(ii) 	
      a physical inspection of the assets of QMotions by Actiga
      or its representatives, and,

	 	 	 	 
	 		(iii) 	
      title to the material assets of QMotions.

	 	 	 	 
	 	(l) 	
      QMotions will have delivered substantive information
      about its assets and personnel satisfactory to Actiga for completion of
      its public disclosure of the Transaction details.

	 	 	 	 
	 	(m) 	
      Compliance with Securities Laws. QMotions will have
      delivered evidence satisfactory to Actiga that the QMotions Shares
      issuable in the Transaction will be issuable without registration pursuant
      to the 1933 Act and the Applicable Securities Legislation in reliance on a
      safe harbor from the registration requirements of the 1933 Act and the
      Applicable Securities Legislation.

	 	 	 	 
	 	(n) 	
      QMotions will have delivered its financial statements in
      US GAAP audited to December 31, 2006 and reviewed to September 30, 2007,
      which are materially in conformance with the unaudited information
      provided by QMotions to Actiga.

	 	 	 	 
	 	(o) 	
      QMotions Debts. QMotions shall cause QMotions debt owed
      to Amro Albanna of $1,748,376.30 to be converted into 56.794 QMotions
      Shares at a pre-money valuation of $4,500,000.



7.2 Conditions Precedent to Closing by QMotions and the
Shareholders. The obligation of QMotions and the Shareholders to consummate
the Transaction is subject to the satisfaction or waiver of the conditions set
forth below on or before the Closing Date or such earlier date as hereinafter
specified. The Closing of the Transaction will be deemed to mean the
satisfaction or waiver of all conditions to Closing. These conditions precedent
are for the benefit of QMotions and the Shareholders and may be waived by
QMotions and the Shareholders in their discretion.

	 	(a) 	
      Representations and Warranties. The representations and
      warranties of Actiga and AC Sub 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 Actiga and AC Sub will have
      delivered to QMotions a certificate dated the Closing Date, to the effect
      that the representations and warranties made by Actiga and AC Sub in this
      Agreement are true and correct.



17





	 	(b) 	
      Performance. All of the covenants and obligations that
      Actiga 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. Actiga and AC Sub must have delivered each of the
      documents required to be delivered by it pursuant to this
  Agreement.

	 	 	 	 
	 	(c) 	
      Private Placement. Concurrent with the closing of this
      Agreement, Actiga will have conducted and completed private placement
      sales of units of its common stock at a purchase price per unit of
      approximately $1.25 for gross proceeds of $2,500,000. Each unit will be
      comprised of one common share and one common share purchase warrant. Each
      common share purchase warrant will have an exercise price of no less than
      $1.50 per share and be exercisable for a period of two (2)
years.

	 	 	 	 
	 	(d) 	
      Compliance. Upon the closing of this Agreement, Actiga
      will be in compliance with its reporting requirements under the 1934
      Act.

	 	 	 	 
	 	(e) 	
      Transaction Documents. This Agreement, the AC Documents
      and all other documents necessary or reasonably required to consummate the
      Transaction, all in form and substance reasonably satisfactory to
      QMotions, will have been executed and delivered to QMotions by Actiga and
      AC Sub.

	 	 	 	 
	 	(f) 	
      Secretary’s Certificate - Actiga and AC Sub. Each of
      Actiga and AC Sub will have delivered to QMotions a certificate from their
      respective Secretary attaching:

	 	 	 	 
	 		(i) 	
      a copy of the articles of incorporation, bylaws and all
      other incorporation documents, as amended through the Closing Date,
    and

	 	 	 	 
	 		(ii) 	
      copies of resolutions duly adopted by the boards of
      directors of Actiga and AC Sub and copies of consents of the shareholder
      of AC Sub approving the execution and delivery of this Agreement and the
      consummation of the transactions contemplated herein.

	 	 	 	 
	 	(g) 	
      Actiga and AC Sub shall have delivered to QMotions
      minutes of meetings, written consents or other evidence satisfactory to
      QMotions that the board of directors of Actiga and AC Sub have approved
      this Agreement and the Plan of Merger and Actiga, as sole stockholder of
      AC Sub, has approved the Plan of Merger and Certificate of Merger. On the
      Closing Date, Qmotions and AC Sub are taking all actions reasonably
      required to promptly file with the Secretary of State of the State of
      California the Certificate of Merger.

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

	 	 	 	 
	 	(i) 	
      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.



18





	 	(j) 	
      Outstanding Shares. Actiga will have issued and
      outstanding no more than 50,000,000 shares of Actiga Common Stock
      immediately after the issuance of the Actiga Shares as contemplated by
      this Agreement and 2,000,000 common share purchase warrants sold in the
      private placement referred to in section 5.3 of this Agreement.

	 	 	 	 	 
	 	(k) 	
      Regulatory Approvals and Consents. Actiga will have
      obtained all necessary approvals and consents to carry out the
      Transaction, in form and substance reasonably satisfactory to
    QMotions.

	 	 	 	 	 
	 	(l) 	
      Public Market. On the Closing Date, the shares of Actiga
      Common Stock will be quoted on the OTC Bulletin Board.

	 	 	 	 	 
	 	(m) 	
      Due Diligence. As attested by written notice of
      satisfactory completion to Actiga from QMotions, QMotions and its
      accountants will be reasonably satisfied with their due diligence
      investigation and review of the Actiga SEC Documents, and the contents
      thereof, prepared in accordance with the United States generally accepted
      accounting principles applied in a manner consistent with prior
      periods.

	 	 	 	 	 
	 	(n) 	
      Actiga Debts. Actiga will have provided evidence that it
      has satisfied or will otherwise provide for payment of all material debt
      on its books and accounts payable.

	 	 	 	 	 
	 	(o) 	
      Assumption of Contracts

	 	 	 	 	 
	 		(i) 	
      Actiga will enter into a mutually agreeable form of
      assignment and assumption agreement with QMotion whereby it will assume
      all of QMotions’ obligations under each of:

	 	 	 	 	 
	 			A. 	
      The Employment Agreement, dated December 15, 2007, by and
      among QMotions and Dale Hutchins;

	 	 	 	 	 
	 			B. 	
      The Employment Agreement, dated December 15, 2007, by and
      among QMotions and Amro Albanna; and

	 	 	 	 	 
	 	(p) 	
      Approval of Stock Incentive Plan. Actiga shall have
      adopted an incentive stock option plan providing for a reserve of at least
      6,000,000 shares of Actiga common stock pursuant to which the Actiga
      Options shall be issued.

	 	 	 	 	 
	 	(q) 	
      Issuance of Options




	 	 	 	A. 	
      Reference is made to that certain Phantom Stock Plan
      Restructuring Agreement by and among QMotions, Dale Hutchins, David
      Addington, and Xuejun Tan (collectively, the “Optionholders”). In lieu of
      QMotions obligation thereunder, Actiga shall issue the Actiga Options to
      the following individuals in the following amounts, with such Actiga
      Options carrying terms identical (subject to adjustment based on the same
      ratio that QMotions Shares are being exchanged for Actiga Shares) with the
      terms of the options held by the
Optionholders.




	 	a. 	
      Dale Hutchins – 1,508,000

	 	 	 
	 	b. 	
      David Addington – 1,508,000



19





	 	c. 	
      Xuejun Tan – 754,000



7.3 Notification of Financial Liabilities. QMotions will
immediately notify Actiga in accordance with Section 11.6 hereof, if QMotions
receives any advice or notification from its independent certified public
accounts that QMotions has used any improper accounting practice that would have
the effect of not reflecting or incorrectly reflecting in the books, records,
and accounts of QMotions, any properties, assets, liabilities, revenues, or
expenses. Notwithstanding any statement to the contrary in this Agreement, this
covenant will survive Closing and continue in full force and effect.

7.4 Access and Investigation. Between the date of this
Agreement and the Closing Date, QMotions, on the one hand, and Actiga, on the
other hand, will, and will cause each of their respective representatives
to:

	 	(a) 	
      afford the other and its representatives full and free
      access to its personnel, properties, assets, contracts, books and records,
      and other documents and data;

	 	 	 
	 	(b) 	
      furnish the other and its representatives with copies of
      all such contracts, books and records, and other existing documents and
      data as required by this Agreement and as the other may otherwise
      reasonably request; and,

	 	 	 
	 	(c) 	
      furnish the other and its representatives with such
      additional financial, operating, and other data and information as the
      other may reasonably request.



All of such access, investigation and communication by a party
and its representatives will be conducted during normal business hours and in a
manner designed not to interfere unduly with the normal business operations of
the other party. Each party will instruct its auditors to co-operate with the
other party and its representatives in connection with such investigations.

7.5 Confidentiality.

	 	(a) 	
      All information regarding the business of QMotions
      including, without limitation, financial information that QMotions
      provided to Actiga will be kept in strict confidence by Actiga and will
      not be given to any other person or party or used (except in connection
      with due diligence and except as required to file a news release and 8-K
      disclosure regarding the transaction to the public after the Closing),
      dealt with, exploited or commercialized by Actiga or disclosed to any
      third party (other than Actiga’s professional accounting and legal
      advisors) without the prior written consent of QMotions. If the
      Transaction contemplated by this Agreement does not proceed for any
      reason, then upon receipt of a written request from QMotions, Actiga will
      immediately return to QMotions (or as directed by QMotions) any
      information received regarding QMotions’s business, including copies
      thereof. Likewise, all information regarding the business of Actiga
      including, without limitation, financial information that Actiga provides
      to QMotions during its due diligence investigation of Actiga will be kept
      in strict confidence by QMotions and will not be used (except in
      connection with due diligence), dealt with, exploited or commercialized by
      QMotions or disclosed to any third party (other than QMotions’s
      professional accounting and legal advisors) without Actiga’s prior written
      consent. If the Transaction contemplated by this Agreement does not
      proceed for any reason, then upon receipt of a written request from
      Actiga, QMotions will immediately return to Actiga (or as directed by
      Actiga) any information received regarding Actiga’s business. Each party
      will provide an affidavit to the other that all documents were
      returned.



20





	 	(b) 	
      Actiga and QMotions acknowledge and agree, subject to
      disclosure obligations under Applicable Securities Legislation or other
      laws or regulations, that neither party will make any public
      pronouncements concerning the terms of this Agreement without the express
      written consent of the other party, such consent will not be unreasonably
      withheld.

	 	 	 
	 	(c) 	
      QMotions acknowledges and agrees to neither trade nor
      allow any of its employees or agents to trade in the securities of Actiga
      while in possession of material information about Actiga that has not been
      publicly disclosed.

	 	 	 
	 	(d) 	
      Actiga acknowledges and agrees that it has previously
      executed a non-disclosure agreement with QMotions and that it will
      continue to be obligated by the terms of that non-disclosure
    agreement.



7.6 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.

7.7 Exclusivity. Until such time, if any, as this
Agreement is terminated pursuant to this Agreement, but in no event later than
January 31, 2008, QMotions and Actiga 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 QMotions or Actiga,
as applicable, or any merger, consolidation, business combination, or similar
transaction other than as contemplated by this Agreement.

7.8 Conduct of QMotions and Actiga Business Prior to
Closing. Except as expressly contemplated by this Agreement or for purposes
in furtherance of this Agreement, from the date of this Agreement to the Closing
Date, and except to the extent that Actiga otherwise consents in writing,
QMotions will operate their respective 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 QMotions otherwise consents in
writing, Actiga 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.

7.9 Full Disclosure Requirement. QMotions acknowledges
that Actiga is required to file with the SEC upon Closing a prospectus level
disclosure document which includes discussion of all aspects of its business,
financial affairs, risks and its management. QMotions and the Shareholders will
cooperate fully in providing Actiga with all information and documentation
reasonably requested. 

21




7.10 Post Closing - Actiga. Actiga acknowledges that the
Shareholders may require legal opinions on the removal of the restrictive
legends on the share certificates pursuant to Rule 144 of the 1933 Act in order
to sell their Actiga Shares in the future. When a Shareholder reasonably
requests it of Actiga, Actiga will pay for an attorney of Actiga’s choice to
supply the legal opinion the Shareholder and will cooperate fully in providing
the Shareholders with all information and documentation reasonably
requested.

7.11 Certain Acts Prohibited – QMotions. 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, QMotions
will not, without the prior written consent of Actiga:

	 	(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 QMotions except in the ordinary course of
      business;

	 	 	 
	 	(c) 	
      dispose of or contract to dispose of any QMotions
      property or 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 QMotions Common Stock, or any
      rights, warrants or options to acquire, any such shares, voting securities
      or convertible securities;

	 	 	 
	 	(e) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the QMotions Common Stock;

	 	 	 
	 	(f) 	
      split, combine or reclassify any QMotions Common Stock or
      issue or authorize the issuance of any other securities in respect of, in
      lieu of or in substitution for shares of QMotions Common Stock;
  or,

	 	 	 
	 	(g) 	
      materially increase benefits or compensation expenses of
      QMotions, 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.



7.12 Certain Acts Prohibited - Actiga. Between the date
of this Agreement and the Closing Date, Actiga will not, without the prior
written consent of QMotions:

	 	(a) 	
      incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of Actiga except in the
      ordinary course of business consistent with past practice;

	 	 	 
	 	(b) 	
      dispose of or contract to dispose of any Actiga property
      or assets except in the ordinary course of business consistent with past
      practice;

	 	 	 
	 	(c) 	
      materially increase benefits or compensation expenses of
      Actiga, increase the cash compensation of any director, executive officer
      or other key employee or pay any benefit or amount to any such person;
      or



22





	 	(d) 	
      issue, deliver, sell, pledge, dispose of or encumber, or
      authorize or commit to the issuance, sale, pledge, disposition or
      encumbrance of, any shares of capital stock of any class, or any options,
      warrants, convertible securities or other rights of any kind to acquire
      any shares of capital stock, or any other ownership interest (including,
      but not limited to, stock appreciation rights or phantom stock), of
      Company;



7.13 Public Announcements. Until the Closing Date,
Actiga and QMotions 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. QMotions
acknowledges that Actiga must comply with Applicable Securities Legislation
requiring full disclosure of material facts and agreements in which it is
involved, and will co-operate to assist Actiga in meeting its obligations. 

8. CLOSING

8.1 Closing. The Closing will take place on the Closing
Date at the offices of the lawyers for Actiga 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 QMotions and Actiga, provided such
undertakings are satisfactory to each party’s respective legal counsel.

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

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

	 	 	 	 
	 	(b) 	
      all certificates and other documents required by Section
      7.1 of this Agreement;

	 	 	 	 
	 	(c) 	
      a certificate of an officer of QMotions, dated as of
      Closing, certifying that:

	 	 	 	 
	 		(i) 	
      each respective covenant and obligation of QMotions has
      been complied with, and

	 	 	 	 
	 		(ii) 	
      each respective representation, warranty and covenant of
      QMotions is true and correct at the Closing as if made on and as of the
      Closing; and

	 	 	 	 
	 	(d) 	
      the QMotions Documents and any other necessary documents,
      including the Certificate of Merger, each duly executed by QMotions, as
      required to give effect to the Transaction.



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

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



23





	 	(b) 	
      the Actiga Options;

	 	 	 	 
	 	(c) 	
      all certificates and other documents required by Section
      7.2 of this Agreement;

	 	 	 	 
	 	(d) 	
      a certificate of an officer of each of Actiga and AC Sub,
      dated as of Closing, certifying that:

	 	 	 	 
	 		(i) 	
      each covenant and obligation of Actiga and AC Sub,
      respectively has been complied with, and

	 	 	 	 
	 		(ii) 	
      each representation, warranty and covenant of Actiga and
      AC Sub, respectively, is true and correct at the Closing as if made on and
      as of the Closing; and

	 	 	 	 
	 	(e) 	
      copies of resolutions of the board of directors of Actiga
      appointing Amro Albanna as Chief Executive Officer and Dale Hutchins as
      President of Actiga;

	 	 	 	 
	 	(f) 	
      copies of resolutions of the board of directors of Actiga
      appointing Amro Albanna, Dale Hutchins, Randy Geissler and Steve Bajic as
      directors of Actiga;

	 	 	 	 
	 	(g) 	
      copy of the Securities and Exchange Commission Form 14F-1
      to be filed with the Securities and Exchange Commission on behalf of
      Actiga reflecting the applicable changes in the Company as a result of the
      transactions contemplated hereby.

	 	 	 	 
	 	(h) 	
      the AC Documents and any other necessary documents,
      including the Certificate of Merger each duly executed by Actiga and AC
      Sub, as applicable, 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 Actiga and QMotions;

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

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

	 	 	 
	 	(d) 	
      Actiga or QMotions, if the Transaction contemplated by
      this Agreement has not been consummated prior to February 28, 2008 unless
      Actiga and QMotions agree to extend such date in writing;
  or



24





	 	(e) 	
      Actiga or QMotions, 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 Section 9.1 hereto:

	 	(a) 	
      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; and,

	 	 	 
	 	(b) 	
      QMotions will convert that certain loan (“Loan”) in the
      amount of $500,000 into shares of Actiga by Che Ming Chou to QMotions,
      which Loan was arranged by Actiga and evidenced by a Loan Agreement dated
      October 26, 2007 pursuant to the terms in Section
7.1(d).



10. INDEMNIFICATION, REMEDIES, SURVIVAL

10.1 Certain Definitions. For the purposes of this
Section 10, the terms “Loss” and “Losses” mean any and all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, costs, and expenses, including without limitation, interest,
penalties, fines and reasonable attorneys, accountants and other professional
fees and expenses of an amount not less than $5,000, but excluding any indirect,
consequential or punitive damages suffered by Actiga or QMotions including
damages for lost profits or lost business opportunities.

10.2 QMotions Indemnity. QMotions will indemnify,
defend, and hold harmless Actiga and its shareholders from, against, and in
respect of any and all Losses asserted against, relating to, imposed upon, or
incurred by Actiga and its shareholders by reason of, resulting from, based upon
or arising out of:

	 	(a) 	
      any misrepresentation, misstatement or breach of warranty
      of QMotions contained in or made pursuant to this Agreement, any QMotions
      Document or any certificate or other instrument delivered pursuant to this
      Agreement; and

	 	 	 
	 	(b) 	
      the breach or partial breach by QMotions of any covenant
      or agreement of QMotions made in or pursuant to this Agreement, any
      QMotions Document or any certificate or other instrument delivered
      pursuant to this Agreement.



10.3 Shareholder Indemnity. The Shareholders, severally
and not jointly, will and do hereby indemnify, defend and hold harmless Actiga
and AC Sub and its shareholders from, against, and in respect of any and all
Losses asserted against, relating to, imposed upon, or incurred by Actiga or AC
Sub and their respective shareholders by reason of, resulting from, based upon
or arising out of any breach by the Shareholders of Section 2.2 of this
Agreement; or any misstatement, misrepresentation or breach of the
representations and warranties made by the Shareholder contained in or made
pursuant to the certificate set out in Schedule 7, as applicable, to this
Agreement, executed by each Shareholder as part of this Agreement.

10.4 Actiga and AC Sub Indemnity. Each of Actiga and AC
Sub will indemnify, defend, and hold harmless QMotions and the Shareholders
from, against, for, and in respect of any and all Losses 

25




asserted against, relating to, imposed upon, or incurred by
QMotions and the Shareholders by reason of, resulting from, based upon or
arising out of:

	 	(a) 	
      any misrepresentation, misstatement or breach of warranty
      of Actiga or AC Sub, respectively contained in or made pursuant to this
      Agreement, any AC Document or any certificate or other instrument
      delivered pursuant to this Agreement; or

	 	 	 
	 	(b) 	
      the breach or partial breach by Actiga or AC Sub of any
      covenant or agreement of Actiga of AC Sub, respectively, made in or
      pursuant to this Agreement, any AC Document or any certificate or other
      instrument delivered pursuant to this Agreement.



11. GENERAL

11.1 Effectiveness of Representations; Survival. Each
party is entitled to rely on the representations, warranties, indemnifications
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 two (2) years after the Closing Date.

11.2 Further Assurances and Provision of Information.
Each of the parties hereto will cooperate 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. QMotions and the Shareholders agree to provide such
information as requested by Actiga in a timely manner prior to closing, and
allow Actiga and its representatives free access to all books, records, and
other information of QMotions and to their personnel and advisors.

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

11.4 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.

11.5 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
addresses specified by a party to the others from time to time for notice
purposes. All such notices and other communications will be deemed to have been
received:

	 	(a)	 in the case of personal delivery, on the date of such delivery;


 

26





	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.



11.7 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.

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

11.9 Assignment. This Agreement may not be assigned
(except by operation of law) by any party without the express, written approval
of the other parties to this Agreement, such approval will not be unreasonably
withheld by any of the parties to this Agreement.

11.10 Force Majeure. The obligations of the parties and
the timeframes established pursuant to this Agreement will be suspended to the
extent and for the period that performance hereunder is prevented by factors
beyond any of the parties’ reasonable control, whether foreseeable or
unforeseeable, including, without limitation, labour disputes, acts of god,
laws, regulations, orders, proclamations or requests of any governmental or
regulatory authority, inability to obtain on reasonable terms required permits,
licenses or other authorizations, or any other matter similar to the above. 

11.11 Governing Law. This Agreement will be governed by
and construed in accordance with the laws of the State of California applicable
to contracts made and to be performed therein and the courts thereof will have
non-exclusive jurisdiction over any disputes relating hereto.

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

11.13 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.

11.14 Facsimile Execution. This Agreement may be
executed by delivery of executed signature pages by fax or other electronic
transmission and such fax or electronic execution will be effective for all
purposes.

11.15 Independent Legal Advice. All Shareholders and
Optionholders confirm that they have been given an opportunity to seek and
obtain independent legal advice prior to execution of this Agreement and cannot
and do not rely on the representations of QMotions, Actiga, AC Sub or their
respective advisors respecting the legal effects of this Agreement.

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

27




[SIGNATURES TO FOLLOW]

28




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

ACTIGA CORPORATION (a Nevada corporation)

	By:           /s/
      Steve Bajic 
	               
       Authorized Signatory 
	               
       Name: Steve Bajic 
	               
       Title: President, CFO 
	               
                         
       Treasurer and 
	               
                         
       Director 


QMOTIONS, INC. (a private California C-corporation)

	By:           /s/
      Amro Albanna 
	               
       Authorized Signatory 
	               
       Name: Amro Albanna 
	               
       Title: 


QMOTIONS ACQUISITON CORP. (a private California
corporation)

	By:   /s/ Steve Bajic 
	         Name: Steve Bajic 
	         Title: President
  


With respect to Sections 4, 6 and 10.3 only.

29




SCHEDULE 1

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG 
ACTIGA, QMOTIONS AND AC SUB

QMotions Shareholders


  	Column I
      	Column II 	Column III 	Column IV 
	

        Name and Address	

          Signature (approving 

          Agreement and Plan of Merger) 
	Number of 

        QMotions Shares 
held before
      
Closing 	Number of Actiga 

        Shares to be
      
received on 
Closing 
	Albanna Family Trust 
P.O. Box 5939 Riverside
      CA 
92517 	/s/ Amro Albanna 	100 	12,430,270 
	Randy Geissler 

        410 Brookwood Dr. Hudson, 
Wisc.
      54016 	/s/ Randy Geissler 	17.647 	2,193,570 
	Vaughn and Ann Bryan 
Revocable Trust 
1900 Country
      Club Drive, 
Redlands, CA 92373 	/s/ Vaughn and Ann Bryan	8.823 	1,096,723 
	Lois Lauer, Inc. 
1998 Orange Tree Lane, 
Redlands,
      CA 92374 	/s/ Lois Lauer, Inc. 	1.471 	182,849 
	Financial 2000, Inc. 
1998 Orange Tree Lane,
      
Redlands, CA 92374 	/s/ Financial 2000, Inc. 	1.471 	182,849 
	Michael R. Miller, D.D.S., Inc. 
Defined Benefit
      
2015B N. Waterman Ave. 
San Bernardino 	/s/ Michael R. Miller, D.D.S., Inc. 	2.941 	365,574










  	Column
        I 	Column II 	Column III 	Column IV 
	

        Name and Address 
	

          Signature (approving 

          Agreement and Plan of Merger) 
	Number of 

        QMotions Shares 
held before
      
Closing 	Number of Actiga 

        Shares to be
      
received on 
Closing 
	Toni Smith Martinez 

        1998 Orange Tree Lane,
      
Redlands, CA 92374 	/s/ Toni Smith Martinez 	 0.735 	91,363 
	John Tillquist and Kristin 

        Tillquist, Husband &
      Wife 
6635 DE Grazia Road, 
Riverside CA 92506 	/s/ John Tillquist and Kristin 	 1.471 	 182,849 
	Linda
        Lukman 

        3880 Emerald Estates Circle, 
Apopka, FL 32703 	/s/ Linda Lukman 	 1.471 	 182,849 
	HiCare, Inc. (Dhillon) 

        6366 Hawarden Dr., Riverside
      
CA 92506 	/s/ HiCare, Inc. (Dhillon) 	 1.471 	 182,849 
	Stone Terrain, LLC 

        (Nagappan) 
5034 Humbolt CT.,
      Riverside, 
CA 92507 	/s/ Stone Terrain, LLC 	 1.471 	 182,849 
	Charles Schwab Roth 

        Conversion IRA FBO Peter C.
      
Parsons 
6960 Magnolia Ave. Suite 200, 
Riverside, CA 92506 	/s/ Peter C. Parsons 	 1.471 	 182,849 









  	Charles Schwab IRA FBO 

        Georg Decker 
4649 Ninth
      Street, Riverside, 
CA 92501 	/s/ Peter C. Parsons 	1.471 	182,849 
	Susan Leivas Sturner 

        6143 Century Hill Dr.,
      
Riverside, CA 92506 	/s/ Susan Leivas Sturner 	1.471 	182,850 
	CyCam I, LLC 

        17717 Meadow Mist Ct., 
Riverside CA
      92503 	/s/ CyCam I, LLC 	0.735 	91,363 
	Russell Burch 

        10550 W. Alexaner, Las 
Vegas, NV
      89129 	/s/ Russell Burch 	1.029 	127,908 
	Stephen F. and Patricia O. 

        Abbott 
538 Alvarado St.,
      Redlands, 
CA 92373 	/s/ Stephen F. and Patricia O. 

        Abbott 	1.029 	127,907 
	Albanna Family Trust 

        For conversion of Amro’s note
      
in the amount of $1,748,376.30 
5902 Claridge Dr. Riverside, 
CA
      92506 	/s/ Amro Albanna 	56.794 	7,059,680 
	

        

        

        Total 	 	202.972 	25,230,0001 



 _______________________________

  1 Excludes options to purchase 3,770,000 shares of Actiga Common
  Stock issuable pursuant to Section 7.2(q)





QMOTIONS SHAREHOLDERS TO RECEIVE OPTIONS PURSUANT TO SECTION
  7.2(Q)



	Column I 	Column II 	Column III 	Column IV 
	Name and Address 	

      Signature (approving
      

      Agreement and Plan of Merger) 	Number of Options 

      to
      Purchase
QMotions’ Shares 
held before 

      Closing 	Number of Actiga 

      Options to be 
issued
      upon 
Closing, each 
option exercisable 
for one share of
      
Actiga. 
	Dale Hutchins 
645 Solomons Island Rd. 
North, Suite
      #400 
Prince Fredeick, MD 20678 	/s/ Dale Hutchins 	12.1316 	1,508,000 
	
David Addington 
3474 Pear Blossom Lane 
Lake Elsinore, CA
      92530 	/s/ David Addington 	12.1316 	1,508,000 
	
Tan Xuejan 
1055 W. Blaine St, Apt#100 
Riverside, CA 92507
    	/s/ Tan Xuejan 	6.0658 	754,000 






SCHEDULE 2

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUB

Directors And Officers Of QMotions

Name and Positions held

Amro A. Albanna, Chairman & CEO 
Dale L. Hutchins,
President & Director 
Randolph K. Geissler, Director




SCHEDULE 3

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUB

Directors And Officers Of Actiga

Name and Positions held

Steven Bajic – President, Chief Financial Officer, Secretary,
Treasurer and director




SCHEDULE 4

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUB

Actiga Liabilities

1. Legal Fees as of December 5, 2007: US$7,603.83

2. Professional fees payable to independent auditing firm for
preparation and audit of financial statements of Actiga, as of December 5, 2007:
US$8,215

3. Transfer Agent Fees, as of December 5, 2007: $US238.20

4. Property Lease (attached)




SCHEDULE 5

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUB

QMotions Leases, Subleases, Claims, Capital Expenditures,
Taxes and Other Property Interests

Leases and Subleases: Nil 

Claims: Nil 

Capital Expenditures: Nil 

Taxes: Nil 

Property Interests: Nil 

Equipment Leases: Nil




SCHEDULE 6

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUB

QMotions Material Contracts and Liabilities

Material Contracts:

Radio Shack, Vendor Agreement dated July 12, 2007
Radio
Shack, Vendor Agreement, Amendment No.1 dated July 12, 2007
 EH&P
Investments AG, Convertible Debenture dated August 30, 2007 
Grobstein,
Horwath & Company LLP, Audit Engagement Letter dated September 25, 2007

Electronic Arts Inc., License and Distribution Agreement dated October 1,
2007
 Schroepfer Wessels Jolesch LLC, Advertising Services Agreement dated
October 17, 2007 
Actiga Corporation, Letter of Intent to Acquire QMotions
dated October 24, 2007 
Che Ming Chou, Loan Agreement dated October 26, 2007

Employment Agreement by and among QMotions and Dale Hutchins Employment
Agreement by and among QMotions and Amro Albanna 
Phantom Stock Plan
Restructuring Agreement by and among QMotions and certain individuals whose
names appear thereon.
Registration Rights Agreement by and among QMotions,
Inc., Dale Hutchins, David Addington, and Xuejun Tan

Liabilities:

1. Legal Fees, invoiced as of December 24, 2007 in the amount
of $28,279.34

2. Professional fees invoiced as of December 24, 2007 in the
amount of $15,000 payable to independent auditing firm for preparation and audit
of financial statements of QMotions.

3. Promotional fees of $200,000 to RadioShack for a
promotional/ Advertisement program to support the QMotions-Xboards.




SCHEDULE 7

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND THE SHAREHOLDERS OF QMOTIONS

Form of Certificate of U.S. Shareholder

In connection with the issuance of common stock (“Actiga
Common Stock”) of Actiga Corporation., a Nevada corporation
(“Actiga”), to the undersigned, pursuant to the Agreement and Plan of
Merger dated January 7, 2008 (the “Agreement”), among Actiga,
QMotions, Inc. (“QMotions”), and the Shareholders of QMotions as set out
in the Agreement, the undersigned hereby agrees, represents and warrants
that:

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

2. the undersigned has been advised to consult their own
respective legal, tax and other advisors with respect to the merits and risks of
an investment in the Actiga Common Stock and, with respect to applicable resale
restrictions, is solely responsible (and Actiga is not in any way responsible)
for compliance with applicable resale restrictions;

3. none of the Actiga Common Stock is listed on any stock
exchange or automated dealer quotation system and no representation has been
made to the undersigned that any of the Actiga Common Stock will become listed
on any stock exchange or automated dealer quotation system, except that
currently certain market makers make market in the common shares of Actiga on
the OTC Bulletin Board;

4. neither the SEC nor any other securities commission or
similar regulatory authority has reviewed or passed on the merits of the Actiga
Common Stock;

5. the address of the undersigned included herein is the sole
address of the undersigned as of the date of this certificate.

6. No person has made to the undersigned any written or oral
representations: (i) that any person will resell or repurchase any of the Actiga
Common Stock; (ii) that any person will refund the purchase price of any of the
Actiga Common Stock; (iii) as to the future price or value of any of the Actiga
Common Stock; or (iv) that any of the Actiga Common Stock will be listed and
posted for trading on any stock exchange or automated dealer quotation system or
that application has been made to list and post any of the Actiga Common Stock
on any stock exchange or automated dealer quotation system, except the
OTCBB.

The shareholder acknowledges and agrees that the shareholder
may be required by Actiga to provide such additional documentation as may be
reasonably required by Actiga and its legal counsel in determining the
shareholder’s eligibility to acquire the Actiga Shares under the Applicable
Securities Legislation.




7. The following Questionnaire is for use by each Shareholder
who is a U.S. person (as that term is defined Regulation S of the United States
Securities Act of 1933 (the “1933 Act”)) is acquiring shares of Actiga
Corporation (the “Company”). The purpose of this Questionnaire is to assure the
Company that each Shareholder will meet the standards imposed by the 1933 Act
and the appropriate exemptions of applicable state securities laws. The Company
will rely on the information contained in this Questionnaire for the purposes of
such determination. The Actiga Common Stock will not be registered under the
1933 Act in reliance upon the exemption from registration afforded by Section
3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is
not an offer of the Actiga Common Stock or any other securities of the Company
in any state other than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Shareholder agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder.

The Shareholder covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Shareholder satisfies)

	 	_______________ 	Category 1 	An organization described in Section 501(c)(3) of the United
      States Internal Revenue Code, a corporation, a Massachusetts or similar
      business trust or partnership, not formed for the specific purpose of acquiring
      the Shares, with total assets in excess of US $5,000,000; 
	 	 	  	  
	 	_______________ 	Category 2 	A natural person whose individual net worth, or joint net worth
      with that person's spouse, on the date of purchase exceeds US $1,000,000;
    
	 	 	  	  
	 	_______________ 	Category 3 	A natural person who had an individual income in excess of
      US $200,000 in each of the two most recent years or joint income with that
      person's spouse in excess of US $300,000 in each of those years and has
      a reasonable expectation of reaching the same income level in the current
      year; 
	 	 	  	  
	 	_______________ 	Category 4 	A "bank" as defined under Section (3)(a)(2) of the 1933 Act
      or savings and loan association or other institution as defined in Section
      3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity;
      a broker dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934 (United States); an insurance company as defined
      in Section 2(13) of the 1933 Act; an investment company registered under
      the Investment Company Act of 1940 (United States) or a business
      development company as defined in Section 2(a)(48) of such Act; a Small
      Business Investment Company 







	 	 		licensed by the U.S. Small Business Administration under Section
      301(c) or (d) of the Small Business Investment Act of 1958 (United
      States); a plan with total assets in excess of $5,000,000 established and
      maintained by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the benefit
      of its employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose investment
      decisions are made by a plan fiduciary, as defined in Section 3(21) of such
      Act, which is either a bank, savings and loan association, insurance company
      or registered investment adviser, or if the employee benefit plan has total
      assets in excess of $5,000,000, or, if a self-directed plan, whose investment
      decisions are made solely by persons that are accredited investors; 
	 	 	  	  
	 	 _______________	Category 5 	A private business development company as defined in Section
      202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 
	 	 	  	  
	 	 _______________	Category 6 	A director or executive officer of the Company; 
	 	 	  	  
	 	 _______________	Category 7 	A trust with total assets in excess of $5,000,000, not formed
      for the specific purpose of acquiring the Shares, whose purchase is directed
      by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933
      Act; 
	 	 	  	  
	 	 _______________	Category 8 	An entity in which all of the equity owners satisfy the requirements
      of one or more of the foregoing categories; 




	 	Note that prospective Shareholders claiming to satisfy one of the above
      categories of Accredited Investor may be required to supply the Company
      with a balance sheet, prior years' federal income tax returns or other appropriate
      documentation to verify and substantiate the Shareholder's status as an
      Accredited Investor. 


If the Shareholder is an entity which initialled Category 8 in
  reliance upon the Accredited Investor categories above, state the name, address,
  total personal income from all sources for the previous calendar year, and the
  net worth (exclusive of home, home furnishings and personal automobiles) for
  each equity owner of the said entity: 

________________________________________________________________________

The Shareholder hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Shareholder will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Shareholder represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity.




IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ______day of ________________, 200_.

	If a Corporation, Partnership or Other Entity: 	If an Individual: 
	 	 
	_______________________________________________________________________	_______________________________________________________________________
	Print or Type Name of Entity 	Signature 
	 	 
	_______________________________________________________________________	_______________________________________________________________________
	Signature of Authorized Signatory 	Print or Type Name 
	 	 
	_______________________________________________________________________	_______________________________________________________________________
	Type of Entity 	Social Security/Tax I.D. Number







SCHEDULE 8

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUB

QMotions Employees and Consultants

Employees:


  Amro Albanna, CEO 

    Dale Hutchins, President 

    David Addington, CTO

    Eman Albanna, Manager of Administration 

    Xuejun Tan, R&D Engineer 

    Michael Dunn, Operations Manager 

    Glenn Fonseca, Electro/Mechanical Technician

    John Marshall, VP Sales & Marketing 

    Chris Spears, Director of Retail Sales 

    Loren Kaiser, VP of Business Development



Contractors:


  Game Developer

    WolfKo Productions, LLC

    11271 SW Pintail Loop 

    Beaverton, OR 97007



Consultants:


  Financial & Capital Raise 

    Alexander Dunham Capital Group, Inc. 

    350 S. Grand Ave. Suite 3580 

    Los Angeles, CA 90025






SCHEDULE 9

TO THE AGREEMENT AND PLAN OF MERGER DATED JANUARY 7, 2008
AMONG ACTIGA, QMOTIONS AND AC SUBPATENTS AND TRADEMAKS

QMOTIONS PATENTS

Updated: January 11, 2008


	Title of Invention: 	Country: 	Status: 	Application No. 	Filing 
Date: 	 
	BASEBALL SIMULATION 
DEVICE 	US 	Published 	11/326097 	1/4/2006 	- 
	BASEBALL SIMULATION 
DEVICE 	US 	Closed 	60/641391 	1/4/2005 	 
	BASEBALL SIMULATION 
DEVICE 	WO 	Published 	PCT/US2005/047061 	12/28/2005 	 
	BASEBALL SIMULATION 
DEVICE 	TW 	Pending 	95100303 	1/4/2006 	- 
	SYSTEM AND METHOD 
FOR INTERFACING A 
SIMULATION
      DEVICE 
WITH A GAMING DEVICE 
(Claims directed to 
interfacing of
      a fitness 
device with a gaming 
device, and the general 
concept
      of over-riding 
controller signals.) 	US 	Pending 	11/433066 	5/12/2006 	- 
	SYSTEM AND METHOD 
FOR INTERFACING A 
SIMULATION
      DEVICE 
WITH A GAMING DEVICE 
(Claims directed to the 
general
      over-riding 
feature, fitness device, 
and the board.) 	US 	Pending 	11/433047 	5/12/2006 	- 
	SYSTEM AND METHOD 
FOR INTERFACING 
FITNESS DEVICE
      WITH 
GAMING DEVICE 	US 	Closed 	60/681112 	5/13/2005 	 
	INPUT SYSTEM AND 
METHOD 	US 	Published 	10/741308 	12/19/2003 	- 
	INPUT SYSTEM AND 
METHOD 	US 	Published 	10/957338 	10/01/2004 	 
	INPUT SYSTEM AND 
METHOD 	WO 	Abandoned 	PCT/US2004/032224 	10/1/2004 	 



6






	INPUTS SYSTEM AND 
METHOD 	TW 	Pending 	93130033 	10/04/2004 	 
	SIMULATION DEVICE 
FOR BOARDING SPORT 
GAMES 	US 	Pending 	60/771963 	2/9/2006 	-  
	GOLF TRAINING 
SIMULATION 
CONTROLLER DEVICE 	US 	Unfiled 	 	 	 - 
	SYSTEMS AND 
METHODS FOR 
WIRELESS SENSORS 
FOR
      ELECTRONIC 
GAMING 	US 	Pending 	60/871,573 	12/22/2006 	 
	SYSTEMS AND 
METHODS FOR USER 
MOVEMENT PATTERN
      
RECOGNITION FOR 
ELECTRONIC GAMING 	US 	Unfiled 	 	 	 
	Wireless body-worn 
sensors (Undergoing 
conflict
      check as of 11-7- 
06) for possible 
provisional application. 	 	 	 	 	 



3600349:lw033007

7




QMOTIONS, INC.
LIST OF PENDING AND REGISTERED
TRADEMARKS


  	 U.S. Trademarks 	Serial No. 	Registration No. 	Classes 	Status 
	QMOTIONS 	78730255 	3148406 	9, 28 	Registered: 
9/26/2006 
	QMOTIONS logo 	78731067 	3148426 	9, 28 	Registered: 
9/26/2006 
	QMOTIONS- 

        XBOARD 	78837694 	 	28 	Filing Date: 
3/15/2006 

Intent to Use
      

Notice of 
Allowance Issued: 
7/24/2007 

First
      Request for 
Extension of Time 
to File a Statement 
of Use filed
      and 
approved. 
	QMOTIONS- 

        XBOARD 	78979482 	 	9 	Filing Date: 
3/16/2006 

Statement of Use
      
Filed: 10/26/2007 

Statement of Use 
accepted and
      
approved for 
registration 
	QMOTIONS- 

        FUNFITNESS 	78837697 	 	28 	Filing Date: 
3/15/2006 

Intent to Use
      

Notice of 
Allowance issued: 
7/24/2007








QMOTIONS, INC.
LIST OF PENDING AND REGISTERED
TRADEMARKS


  	 	 	 	 	First Request for 
Extension of Time 
to
      File Statement of 
Use has been filed 
and approved. 
	QMOTIONS- 

        FUNFITNESS 	78979483 	 	9 	Filing Date: 
3/15/2006 

Statement of Use
      
Filed: 10/26/2007 

Statement of Use 
accepted and
      
approved for 
registration 
	QMOTIONS 	78730255 	3148406 	9, 28 	Registered: 
9/26/2006 
	QMOTIONS logo 	78731067 	3148426 	9, 28 	Registered: 
9/26/2006 
	QMOTIONS- 

        XBOARD 	78837694 	 	28 	Filing Date: 
3/15/2006 

Intent to Use
      

Notice of 
Allowance Issued: 
7/24/2007 

First
      Request for 
Extension of Time 
to File a Statement 
of Use filed
      and 
approved. 
	QMOTIONS- 

        XBOARD 	78979482 	 	9 	Filing Date: 
3/16/2006 

Statement of Use
      
Filed: 10/26/2007 







QMOTIONS, INC.
LIST OF PENDING AND REGISTERED
TRADEMARKS


  	 	 	 	 	Statement of Use 
accepted and 
approved
      for 
registration 
	QMOTIONS- 

        FUNFITNESS 	78837697 	 	28 	Filing Date: 
3/15/2006 

Intent to Use
      

Notice of 
Allowance issued: 
7/24/2007 

First
      Request for 
Extension of Time 
to File Statement of 
Use has
      been filed 
and approved. 







QMOTIONS, INC.
LIST OF PENDING AND REGISTERED
TRADEMARKS


	Community 
Trademarks 	International
      
Registration No. 	Classes 
	Status 

	QMOTIONS 	000892748 	9, 28 	Opposition Matter No. 
B 1130824 Pending
      
Extension of Cooling- 
Off Period expires: 
7/22/2009 
	QMOTIONS 	000892749 	9, 28 	Opposition Matter No. 
B1130832 Pending
      
Extension of Cooling- 
Off Period expires 
7/22/2009