Enertopia Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





THIS ACQUISITION AND JOINT VENTURE AGREEMENT made the
5th day of March, 2014 (the "Execution Date"). 

AMONG 


  
    
      ENERTOPIA CORPORATION, a corporation duly
        incorporated under the laws of the State of Nevada with its executive office at
        950-1130 West Pender Street, Vancouver, British Columbia 

      ("ENERTOPIA") 

    

  



AND: 


  
    
      LEXARIA CORP., a corporation duly
        incorporated under the laws of the State of Nevada, with an office at 156
        Valleyview Rd, Kelowna, British Columbia 

      ("Lexaria" and together with ENERTOPIA, the "Parties") 

    

  



AND: 


  
    
      ROBERT MCALLISTER, an individual with an address
        at 203 688 Lequime Road, Kelowna, British Columbia V1W1A4 

      ("McAllister") 

    

  



WHEREAS: 

A.                         ENERTOPIA
is in the business of legally producing, manufacturing, propagating,
importing/exporting, testing, researching and developing, marihuana (the
"Business") indirectly through third party relationships and/or directly
in potential future endeavours presently located in the provinces of British
Columbia and Saskatchewan. 

B.                         Robert
McAllister is the CEO and a Director of ENERTOPIA, and has developed expertise
in the business of financing, sourcing, examining and evaluating legal marihuana
businesses and operations. 

C.                         LEXARIA
wishes to enter the legal marihuana sector and to utilize the expertise and
connections of ENERTOPIA and McAllister to assist in sourcing opportunities in
the sector and building a portfolio of operating projects in the sector,
including within Canada under Medical Marihuana Purposes Regulations, or within
various US States under appropriate regulations.

D.                         The
Parties and McAllister wish to enter into this Agreement to set out the terms
and conditions on which ENERTOPIA and McAllister will source opportunities in
the Business, and the terms and conditions on which the Parties will form a joint
venture to jointly participate in, or offer specific opportunities within the
Business (the "Joint Venture"), and on which McAllister will join the
LEXARIA advisory board for the term of this Agreement;




                              NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants and agreements hereinafter set forth, the parties
hereto agree each with the other as follows: 

1.         DEFINITIONS
AND SCHEDULES

1.01     In this Agreement, unless the
context otherwise requires, the following terms will have the following
meanings: 

"Environmental Laws" means all applicable civil and
criminal foreign, federal, state or local laws, statutes, ordinances, common
law, rule, regulations relating to pollution or protection of the environment,
human health and safety, and natural resources, including those relating to
releases of Hazardous Materials or otherwise relating to the use, manufacture,
processing, distribution, generation, treatment, storage, disposal, transport or
handling of Hazardous Materials.

"Environmental Liability" means, with respect to any
Person, any and all losses, liabilities, obligations, penalties, claims,
lawsuits, criminal charges, claims, defenses, costs, judgments, trials,
proceedings, damages, loss of profits, disbursements or expenses of any nature
(including legal fees and the fees of consultants and experts and the expenses
incurred in the investigation, defense or follow-up of any lawsuit, claim or
proceeding, including any environmental claim) that may, on any date, be imposed
on, incurred by or determined or ruled against, such person or any of its
affiliates, shareholders, directors, officers, employees and/or agents, to the
extent derived from or related to the exposure to any Hazardous Material, the
release, presence, production, use, handling, emission, transportation, storage,
treatment, discharge or disposal of any Hazardous Material and the infringement
or alleged infringement of any Environmental Law. 

"Governmental Authorities" means any governments,
whether federal, provincial, or municipal, and any branch, department or
ministry thereof, or any governmental agency, authority, board, tribunal or
commission of any kind whatsoever. 

"Joint Venture" has the meaning assigned thereto in
Section 4.01 of this Agreement.

"Joint Venture Assets" means those assets listed
in Schedule "A" hereto and any future assets purchased by or on behalf of the
Business and all other property, whether real or personal, which is owned,
leased, held, developed, constructed or acquired for the Business by or on
behalf of the Parties including but not limited to the Property as provided for
in Section 5.03 of this Agreement.

"Law" or "Laws" means all applicable domestic and
foreign national, federal, state and local Laws (statutory or common), rules,
ordinances, regulations, grants, concessions, franchises, licenses, orders,
directives, judgments, decrees, and other governmental restrictions, including
permits and other similar requirements, whether legislative, municipal,
administrative or judicial in nature. 









"Liabilities" means: (i) any and all penalties, costs, losses, damages, judgments, settlements, disbursements, expenses, fees, obligations, debts, duties, judgments and other liabilities howsoever characterized, whether known or unknown,
accrued or unaccrued, actual, contingent or otherwise, and any and all actions, claims, contests, suits, proceedings, demands and other judicial or administrative actions seeking to impose any of the foregoing; and (ii) Environmental Liabilities.



"MMPR" means the Canadian Medical Marihuana Purposes Regulations. 


"Operations" means all activities carried out by the Manager in respect of the Business.


"Ownership Interest" means all the right, title and interest of a Party in and to the Joint Venture, the Joint Venture Assets, any Joint Venture Loan and accrued interest thereon and the Party's interest in and to this Agreement. 


"Person" means any individual, firm, partnership, joint venture, trust, corporation, limited liability company, unincorporated organization, estate or other business entity. 


"Parties" means the parties to this Agreement and their respective successors and permitted assigns which become parties pursuant to this Agreement. 


"Tax" and "Taxes" shall mean any or all Canadian federal, provincial, local or foreign (i.e. non-Canadian) income, gross receipts, real property gains, goods and services, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, 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, or other taxes, levies, governmental charges or assessments of any kind whatsoever, including, without limitation, any estimated tax payments, interest, penalties or other additions thereto, whether or not
disputed. 


“Term” means the period of time this Agreement remains in force that is three (3) years following execution by all parties. 

	
1.02 		
The following are Schedules to this Agreement:

	
	 	 	 
		
Schedule "A" – Restrictive Legends

	
	 	 	 
	
2. 		
COMPENSATION

	
	 	 	 
	
2.01 		
The Parties contribute the following as their initial contributions to the Business:

	
	 	 	 
		
(a) 		
LEXARIA, as its initial Contribution, hereby pays to ENERTOPIA 1,000,000 common restricted shares as compensation for entering the Joint Venture and for ENERTOPIA to initiate and during the term of the Agreement continue to
provide to LEXARIA opportunities for LEXARIA to build its Business

	









	 	(b) 	
      LEXARIA agrees to additionally pay ENERTOPIA a finder’s
      commission, received at the sole election of ENERTOPIA in either cash or
      in common restricted shares of LEXARIA, within a range of 2% - 5% of the
      value (less of taxes) of any future Business acquisition, joint venture or
      transaction that LEXARIA accepts and closes for the life of this
      Agreement.

	 	 	 
	 	(c) 	
      LEXARIA as its initial Contribution, hereby pays to
      McAllister 500,000 common restricted shares as compensation for entering
      the Joint Venture and for McAllister to initiate and during the term of
      the Agreement continue to provide to LEXARIA opportunities for LEXARIA to
      build its Business.

	 	 	 
	 	(d) 	
      LEXARIA agrees to additionally award McAllister 500,000
      stock options to buy common shares of LEXARIA, with terms to be specified
      and ratified by shareholder and regulatory approvals, as compensation for
      joining and serving as Chairperson of LEXARIA’S marihuana Business
      advisory board for the term of this Agreement.



2.02     Except as otherwise provided
herein, each of the Parties and McAllister shall each bear its own individual
costs, liabilities and taxes arising under this Agreement. 

	3. 	
      REPRESENTATIONS, WARRANTIES AND
      COVENANTS

	 	 
	3.01 	
      Each of LEXARIA and ENERTOPIA represents and warrants to
      the other as follows:




	 	(a) 	
      It is duly incorporated and is in good standing as to the
      filing of annual returns under the laws of the jurisdiction of its
      incorporation.

	 	 	 
	 	(b) 	
      It has the corporate or other power to enter into this
      Agreement.

	 	 	 
	 	(c) 	
      All necessary and requisite corporate proceedings,
      resolutions and authorizations have been or will be taken, passed, done
      and given to authorize, permit and enable it to execute and deliver this
      Agreement.

	 	 	 
	 	(d) 	
      The entering into of this Agreement will not be in
      contravention or constitute default under the laws of the incorporation
      jurisdiction of the Party or any indenture, deed, agreement, undertaking
      or obligation of the Party or to which it is a party.

	 	 	 
	 	(e) 	
      There are no actions or proceedings pending or, to its
      knowledge threatened which challenge the validity of this Agreement or
      which might result in a material adverse change in the financial condition
      of any Party or which would materially adversely affect its ability to
      perform its obligations under this Agreement or any other document in
      connection with them.

	 	 	 
	 	(f) 	
      This Agreement is a valid, binding and enforceable
obligation of each of the Parties in accordance with its terms.








	3.02 	
      LEXARIA hereby represents, warrants and covenants to
      ENERTOPIA and McAllister that:

	 	 	 	 
		(a) 	
      None of the foregoing representations and warranties
      contains any untrue statement of a material fact or omits to state any
      material fact.

	 	 	 	 
		(b) 	
      The issuance of the Shares by LEXARIA to ENERTOPIA and to
      McAllister as contemplated herein is being made pursuant to exemptions
      from the registration and prospectus requirements of applicable securities
      laws pursuant to Regulation D for persons who are a U.S. Person under the
      United States Securities Act of 1933, and to Section 2.12 of National
      Instrument 45-106 Prospectus and Registration Exemptions and in an
      offshore transaction to a person who is not a U.S. Person pursuant to
      Regulation S under the United States Securities Act of 1933, as amended
      (the "1933 Act") and ENERTOPIA and McAllister confirms to and
      covenants with LEXARIA that:

	 	 	 	 
			(i) 	
      it and he will comply with all requirements of applicable
      securities laws in connection with the issuance to it of the shares and the
  resale of any of the Shares; and

	 	 	 	 
			(ii) 	
      the Shares have not been registered under the 1933 Act or
      the securities laws of any State of the United States and that LEXARIA does
      not intend to register the Shares under the Securities Act of 1933,
      or the securities laws of any State of the United States and has no
  obligation to do so.

	 	 	 	 
		(j) 	
      Upon the issuance of the Shares to ENERTOPIA and
      McAllister and until such time as is no longer required under applicable
      securities laws, the certificates representing the Shares will bear
      legends in substantially the form set forth in Schedule "A"
  hereto.



4.        
FORMATION OF JOINT VENTURE AND EXECUTION 

4.01     Upon execution of this Agreement,
ENERTOPIA, McAllister and LEXARIA shall be deemed to have formed a Joint Venture
for the evaluation, acquisition and further development of the Business. 

4.02     In his present role as CEO of
ENERTOPIA, McAllister routinely sources, evaluates, and examines business
opportunities, new and existing, in the sector of legally produced marihuana. At
times, McAllister and/or Enertopia, either of whom in their own exclusive
opinion, may deem it beneficial to invite participation into a business
opportunity from outside of ENERTOPIA from a financial, managerial or
operational point of view, in one or more opportunities within the Sector (a
“Business Opportunity”).

4.03     McAllister and ENERTOPIA have NO
OBLIGATION to make any particular Business Opportunity available to LEXARIA, if either ENERTOPIA or
McAllister deem that particular Business Opportunity to be in the best interests
of Enertopia to retain it for its own purposes, but in this case the retained
Business Opportunity shall not be offered to any other individual or entity.




4.04    Whenever McAllister or ENERTOPIA have
identified a Business Opportunity that they wish to offer for joint venture,
they will offer it exclusively to LEXARIA for a period of 90 days, or a shorter
period of time if the third party provider of the Business Opportunity so
dictates (the “Evaluation Period”). 

4.05     During the Evaluation Period,
neither ENERTOPIA nor McAllister may make the Business Opportunity available to
any person or entity other than LEXARIA. If, after the Evaluation Period has
expired and LEXARIA has not entered into a binding arrangement to participate in
the Business Opportunity, then either McAllister or ENERTOPIA may make the
Business Opportunity available to other persons or entities besides LEXARIA.


4.06     LEXARIA has NO OBLIGATION to make
any particular Business Opportunity available to ENERTOPIA, if LEXARIA deems
that particular Business Opportunity to be in the best interests of LEXARIA to
retain it for its own purposes, but in this case the retained Business
Opportunity shall not be offered to any other individual or entity. 

4.07     Whenever LEXARIA has identified a
Business Opportunity that they wish to offer for joint venture, they will offer
it exclusively to ENERTOPIA for a period of 90 days, or a shorter period of time
if the third party provider of the Business Opportunity so dictates (the
“Evaluation Period”). 

4.08     During the Evaluation Period,
LEXARIA may not make the Business Opportunity available to any person or entity
other than ENERTOIPIA. If, after the Evaluation Period has expired and ENERTOPIA
has not entered into a binding arrangement to participate in the Business
Opportunity, then LEXARIA may make the Business Opportunity available to other
persons or entities besides ENERTOPIA. 

4.09     ENERTOPIA agrees to pay LEXARIA a
finder’s commission, received at the sole election of LEXARIA in either cash or
in common restricted shares of ENERTOPIA, within a range of 2% - 5% of the value
(less of taxes) of any future Business acquisition, joint venture or transaction
that ENERTOPIA accepts and closes for the life of this Agreement that was due to
LEXARIA finding said opportunity. 

5.         OPERATION
OF JOINT VENTURE

5.01     Each Business Opportunity is
expected to demand consideration and compensation unique to it specifically and
may be discovered through persons currently known or currently unknown to the
Parties and McAllister. It is therefore not possible at the time of this
Agreement to quantify or describe terms that a Business Opportunity may
entail.




5.02     Each of the Parties and McAllister
agree to negotiate in good faith and to the best of their abilities with each
other and with any third party presenting a Business Opportunity to the Joint
Venture.

5.03    Any Business Opportunity that is
acquired, closed or executed by LEXARIA via ENERTOPIA shall trigger the
commission payment referred to in Section 2.01 (b) at the time of closing or
execution. 

5.04    Any Business Opportunity that is
acquired, closed or executed by ENERTOPIA via LEXARIA shall trigger the
commission payment referred to in Section 4.09 at the time of closing or
execution. 

5.05     Any Business Opportunity that is
acquired, closed or executed by LEXARIA or by ENERTOPIA shall be governed by
closing documents prepared at the time of acquisition, closing or execution and
to be agreed to by the Parties.

5.06     Each Party agrees to indemnify and
save harmless the other from and against any loss, costs or damages it may
suffer as a result of its failure to pay for its interest in any contemplated
Business Opportunity. 

	6. 	
      RESTRICTIONS ON TRANSFER/RIGHT OF FIRST
      REFUSAL

	 	 	 	 
	6.01 	
      Except as otherwise expressly permitted in this
      Agreement:

	 	 	 	 
		(a) 	
      no Party shall, at any time during the course of this
      Agreement, sell, transfer or otherwise dispose of or offer to sell,
      transfer or otherwise dispose of any of its Ownership Interest unless that
      Party (the "Offeror") first offers by notice in writing (the "Offer") to
      the other Parties (the "Others") pro rata in accordance with their
      Ownership Interest the prior right to purchase, receive or otherwise
      acquire the same;

	 	 	 	 
		(b) 	
      the Offer shall set forth:

	 	 	 	 
			(i) 	
      the Ownership Interest offered for sale;

	 	 	 	 
			(ii) 	
      the consideration therefor expressed only in lawful money
      of Canada;

	 	 	 	 
			(iii) 	
      the terms and conditions of the sale; and

	 	 	 	 
			(iv) 	
      that the Offer is open for acceptance for a period of
      sixty days after receipt of such Offer by the Others;

	 	 	 	 
		(c) 	
      any of the Others may accept such Offer and by such
      acceptance specify any additional portion of the Ownership Interest
      offered for sale that such Party is prepared to purchase in the event that
      any of the Others fail to accept such Offer and, if any of the Others fail
      to accept such Offer, such Party (pro rata if more than one) shall be
      entitled to purchase such additional portion of the Ownership Interest
  as shall be so available;








	 	(d) 	
      if, and to the extent the Offer is not accepted, the
      Offeror may sell, transfer or otherwise dispose of his remaining Ownership
      Interest to any other person, firm or corporation (the "Third Party") only
      for the consideration and upon the terms and conditions as set out in the
      Offer but only within the period of ninety days after the expiry of the
      period for acceptance by the Others and, if the Offeror does not do so,
      the provisions of this Section 6.0l will again become applicable to the
      sale, transfer or other disposition of his Ownership Interest and so on
      from time to time;

	 	 	 
	 	(e) 	
      no disposition of any Ownership Interest in the Business
      permitted by this Section 6.01 shall be made unless the Third Party shall
      have entered into an agreement with the Others by which the Third Party
      shall be bound by and entitled to the benefit of the provisions of this
      Agreement and other Others shall enter into such an agreement;
  and

	 	 	 
	 	(f) 	
      any Party who shall have disposed of all of their
      Ownership Interest in compliance with the provisions of this Agreement
      shall be entitled to the benefit of and be bound by only the rights and
      obligations which arose pursuant to this Agreement prior to such
      disposition.



6.02     Except as specifically provided
herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise
encumber their Ownership Interest or any part thereof without the prior written
consent thereto of the other Parties, which consent may be arbitrarily withheld.


6.03     Notwithstanding any other
provision of this Agreement, no Party shall be entitled to sell, transfer or
otherwise dispose of any of their Ownership Interest or any part thereof without
first obtaining the consent of the other Parties, if such action would permit
any other party to accelerate or demand the payment of any Joint Venture Loan.


7.         DEFAULT

7.01     It is an event of default (a
"Default") if a Party (the "Defaulting Party", the other Parties being the
"Non-Defaulting Parties"): 

	 	(a) 	
      fails to observe, perform or carry out any of his
      obligations hereunder and such failure continues for 30 days after any of
      the Non-Defaulting Parties have, in writing, demanded that such failure be
      cured;

	 	 	 	 
	 	(b) 	
      fails to take reasonable actions to prevent or defend
      assiduously any action or proceeding in relation to any of their Ownership
      Interest for seizure, execution or attachment or which claims:

	 	 	 	 
	 		(i) 	
      possession;

	 	 	 	 
	 		(ii) 	
      sale;








	 	(iii) 	
      the appointment of a receiver or receiver-manager of its
      assets; or

	 	 	 
	 	(iv) 	
      forfeiture or termination;




	 		
      of or against any of the Ownership Interest of the
      Defaulting Party, and such failure continues for 30 days after a
      Non-Defaulting Party has, in writing, demanded that the same be taken or
      the Defaulting Party fails to defend successfully any such action or
      proceeding;

	 	 	 
	 	(c) 	
      becomes bankrupt or commits an act of bankruptcy or if a
      receiver or receiver- manager of his assets is appointed or makes an
      assignment for the benefit of creditors or otherwise;

	 	 	 
	 	(d) 	
      fails after fourteen days' notice in writing to the other
      to resolve by agreement a course of conduct requiring approval of the
      Parties in accordance with Section 8.01 hereof.



7.02     In the event of a Default, the
Non-Defaulting Parties may do any one or more of the following: 

	 	(a) 	
      pursue any remedy available to them in law or in equity,
      it being acknowledged by each of the Parties that specific performance,
      injunctive relief (mandatory or otherwise) or other equitable relief may
      be the only adequate remedy for a Default;

	 	 	 
	 	(b) 	
      take all actions in their own names or in the name of the
      Defaulting Party or the Parties as may reasonably be required to cure the
      Default, in which event all payments, costs and expenses incurred therefor
      shall be payable by the Defaulting Party to the Non-Defaulting Parties on
      demand with interest at the Royal Bank of Canada prime commercial rate of
      interest for its most creditworthy customers plus 6% per annum;

	 	 	 
	 	(c) 	
      implement the buy-sell procedure as set out in Section
      9.01 hereof;

	 	 	 
	 	(d) 	
      waive the Default provided, however, that any waiver of a
      particular Default shall not operate as a waiver of any subsequent or
      continuing Default.



8.       
 BUY-SELL PROCEDURE 

8.01     If any of the Parties are desirous
of purchasing the Ownership Interest of a Defaulting Party as defined in Section
8.02 hereof, the transaction shall be initiated and completed in the following
manner. The said party (hereinafter referred to as the "Offeror") shall give to
the other party (hereinafter referred to as the "Offeree") notice in writing
which shall contain the following terms and provisions: 

	 	(a) 	
      the price for the Ownership Interest to be
  sold;








	 	(b) 	
      an offer to buy all of the Ownership Interest owned by
      the Offeree at a fixed price determined solely by the Offeror;

	 	 	 
	 	(c) 	
      an offer to sell all of the Ownership Interest owned by
      the Offeror to the Offeree at a fixed price determined solely by the
      Offeror;

	 	 	 
	 	(d) 	
      payment of an amount equal to the total purchase price in
      cash or by certified cheque on closing.



8.02     Upon receipt of the notice, the
Offeree may, within a period of 30 days thereafter, accept either one of the
offers contained in the notice and shall given written notification to the
Offeror accepting either the Offeror's offer to purchase or the Offeror's offer
to sell as contained in the notice. 

8.03     The individual parties hereto
agree that failure to accept within the time limited as aforesaid shall be for
all intents and purposes be deemed to have been a rejection of the Offeror's
offer to purchase in the same manner as if the Offeree had, in fact, rejected
such offer to purchase by notice in writing. The appropriate offer in accordance
with the foregoing and acceptance thereof by either notice in writing or the
failure of the Offeree to accept the same shall be deemed to constitute a
binding agreement of purchase and sale as set out in the Offeror's notice and in
the terms and provisions of this Agreement. The transaction or transactions of
purchase and sale arising from the foregoing shall be completed within sixty
days after acceptance. 

8.04     In the event of a sale of an
Ownership Interest in the said Business as herein provided for, the party
selling shall in this Section be referred to as the "Seller" and the party
purchasing shall in this Section be referred to as the "Purchaser", and the
following additional provisions shall apply: 

	 	(a) 	
      the date scheduled for closing (the "Closing") may be at
      any earlier date agreed to and fixed by the individual parties
    hereto;

	 	 	 
	 	(b) 	
      any amount payable under the agreement of purchase and
      sale or other agreed transaction shall be paid by way of cash or by way of
      certified cheque;

	 	 	 
	 	(c) 	
      if, upon the date set for Closing, the Parties shall be
      indebted to the Seller in an amount recorded on the books of the Parties
      and verified by the auditors/accountants of the Parties, such indebtedness
      shall be paid to the Seller by the Parties at the time of
  Closing;

	 	 	 
	 	(d) 	
      if, upon the date set for Closing, the Seller shall be
      indebted to the Parties in an amount so recorded and verified, the
      Purchaser shall be entitled under the purchase price to pay, satisfy and
      discharge all or any portion of such indebtedness and to receive and to
      take credit against the purchase for the amount or amounts so paid on
      account of such indebtedness;

	 	 	 
	 	(e) 	
      if, on the date of Closing, the Seller is responsible on
      any covenant for the liabilities of Business the Purchaser shall procure for the Seller
      and deliver to him at the time of closing releases from any such covenants
      or guarantees or, failing that, shall indemnify the Seller from any claim,
      action, demand or liability that may arise by reason of such covenants or
  guarantees;








	 	(f) 	
      if, on the date of Closing, the Seller shall have any
      securities lodged with any person, including the Parties' bankers, to
      secure any indebtedness of the Parties, then the Purchaser shall deliver
      the same free and clear of any claims in connection with such indebtedness
      to the Seller. In the event the Purchaser is unable to deliver the same,
      then the Purchaser shall execute all such documents as may be reasonably
      required in order to indemnify and save harmless the Seller in relation
      thereto;

	 	 	 
	 	(g) 	
      if, on the date of Closing, the Seller shall, for any
      reason, fail or refuse to complete the transaction, the Purchaser shall
      have the right upon such default without prejudice to any other rights
      which the Purchaser may have, upon payment by the Purchaser of the balance
      due on closing (less or plus any adjustment herein permitted) to the
      credit of the Seller in any chartered bank in the Province of British
      Columbia or the solicitors for the Business on behalf of and in the name
      of the Seller to complete the transaction as aforesaid and the Seller
      hereby irrevocably constitutes the Purchaser the true and lawful attorney
      of the Seller to complete the transaction and to execute any and every
      document necessary in that behalf;

	 	 	 
	 	(h) 	
      between the date of any offer and the date of Closing of
      any ensuing transaction neither the Seller nor the Purchaser shall do or
      cause to be done anything except in the ordinary course of
  business;

	 	 	 
	 	(i) 	
      notwithstanding any term or provision of this Agreement
      to the contrary, once any of the sale provisions hereinbefore referred to
      are invoked or become operative pursuant to the provisions of this
      Agreement, no other offer or notice of sale or intention to sell shall be
      given or accepted until the Closing or termination of the ensuing
      transaction.



9         
 NO PARTNERSHIP 

9.01     Except as otherwise expressed in
this Agreement, the rights and obligations of the Parties will be, in each case,
several, and will not be or be construed to be either joint or joint and
several. Nothing contained in this Agreement will, except to the extent
specifically authorized hereunder, be deemed to constitute a Party a partner, an
agent or legal representative of the other Parties. It is intended that this
Agreement will not create the relationship of a partnership among the Parties
and that no act done by any Party pursuant to the provisions hereof will operate
to create such a relationship. 

9.02     Each Party shall be
responsible for and pay their own respective corporate and personal tax and duty
obligations, whether in Canada, the United States, or elsewhere, and each of the
Parties shall hold the other and the Joint Venture harmless and agree to
indemnify them for those tax and duty obligations, as well as and costs of
collection, interest, fines, penalties, or litigation.




10        
CONFIDENTIALITY 

10.01   The making of this Agreement and the
consummation of the transactions contemplated in this Agreement will be
maintained as strictly confidential, and subject to the requirement of law and
of governmental and regulatory authorities, none of the Parties will make any
disclosure concerning the terms or conditions of this transaction or any other
aspect of their dealings, including, but not limited to, information relating to
finances, customers, technologies, or trade secrets except with the written
consent of the other Parties or as is necessary in order to carry out their
respective contributory duties under the terms of this Agreement. 

10.02   The above restrictions will not apply to any
information that: 

	 	(a) 	
      is in the public domain through no fault of the
      recipient;

	 	 	 
	 	(b) 	
      is authorized for disclosure by the disclosing
    Party;

	 	 	 
	 	(c) 	
      is received by the recipient from another unrestricted
      source;

	 	 	 
	 	(d) 	
      is independently developed by the recipient; or

	 	 	 
	 	(e) 	
      is lawfully required to be disclosed by a court or other
      judicial proceeding in any jurisdiction.



10.03   The Parties agree that because monetary
damages alone would be insufficient to consummate for a breach of these
confidentiality provisions, any Party may seek any judicial, nonjudicial or
extraordinary relief available in any court with compentent jurisdiction to
prevent the breach of these provisions. This remedy is in addition to any other
remedies that may be available. 

11        
GENERAL PROVISIONS 

11.01   This Agreement shall terminate: 

	 	(a) 	
      if either Party sells or otherwise disposes of its
      Ownership Interest in the Business;

	 	 	 
	 	(b) 	
      The parties, acting together, collectively sell the
      Business after which this Agreement will cease to have any effect or be
      binding upon the parties except in respect of the resolution of the rights
      and obligations of the parties during the period prior to such sale and
      the payment of all monies between the parties arising as a
  result;

	 	 	 
	 	(c) 	
      if the Parties hereto consent in writing to the
      termination hereof; or

	 	 	 
	 	(d) 	
      in accordance with Section 5.01(viii)
  hereof.



11.02   The Parties shall execute such further
assurances and other documents and instruments and do such further and other
things as may be necessary to implement and carry out the intent of this Agreement. 




11.03   The provisions herein constitute the entire
agreement between the Parties and supersedes all previous expectations,
understandings, communications, representations and agreements, whether verbal
or written, including the LOI, between the Parties with respect to the subject
matter hereof. 

11.04   If any provision of this Agreement is
unenforceable or invalid for any reason whatever, it shall not affect the
enforceability or validity of the remaining provisions of this Agreement and
such provision shall be severable from the remainder of this Agreement. 

11.05   Any notice required to be given hereunder by
any party shall be deemed to have been well and sufficiently given if mailed by
prepaid registered mail return receipt requested, courier service or by
electronic communication, capable of producing a printed transmission to or
delivered at the address of the other party first written above or at such other
address as any of the parties may from time to time direct in writing, and any
such notice shall be deemed to have been received, if mailed or couriered,
forty-eight hours after the time of mailing or if sent by electronic
communication on the date of such communication. If normal mail service or
courier service is interrupted by strike, slow down, force majeure or other
cause, a notice sent by the impaired means of communication will not be deemed
to be received until actually received, and the party sending the notice shall
utilize any other such services which have not been so interrupted or shall
deliver such notice in order to ensure prompt receipt thereof. 

11.06   Time shall be of the essence hereof. 

11.07   This Agreement shall be governed by and
construed in accordance with the laws in force in the Province of British
Columbia from time to time. 

11.08   Should there be a disagreement or a dispute
between the parties hereto with respect to this Agreement or the interpretation
thereof, the same shall be referred to a single arbitrator pursuant to the
Commercial Arbitration Act of British Columbia and the determination of
such arbitrator shall be final and binding upon the parties hereto. 

11.09   The headings in this Agreement form no part
of this Agreement and shall be deemed to have been inserted for convenience
only. 

11.10   Wherever the singular or the masculine is
used throughout this Agreement the same shall be construed as being the plural
or the feminine or the neuter or the body politic or corporate where the context
so requires. The headings immediately preceding each paragraph are inserted for
the purpose of convenience only and are to be excluded from any construction or
interpretation of this Agreement. 

11.11   Each of the Parties hereto shall make, do and
execute or cause to be made, done or executed all such further things, acts,
documents, conveyances and assurances as may be necessary or reasonably required
to carry out the intent and purpose of this Agreement fully and effectually.


11.12   This Agreement shall enure to the benefit of
and be binding upon the Parties and their respective personal representatives, successors and permitted
assigns. 




11.13   This Agreement may be signed by facsimile,
pdf email attachment or original and executed in any number of counterparts, and
each executed counterpart will be considered to be an original. All executed
counterparts taken together will constitute one agreement 

-Signature Page Follows- 




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

ENERTOPIA CORPORATION 
by its authorized signatory


Per: 

______________________________
Authorized Signatory 

 

LEXARIA CORP. 
by its authorized signatory 

Per: 

______________________________
Authorized Signatory 

	(Witness) 	 	ROBERT
      MCALLISTER 






SCHEDULE "A" 

Restrictive Legends 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date that is 4 months
and one day from initial issuance of the security].

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

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

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE
WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN
THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO
THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”