Unassociated Document


    __________

    


    SHARE
      PURCHASE AGREEMENT

     

    


    


    Among:


    


    CDOOR
      CORP.


    


    


    And:


    


    WANXIN
      BIO-TECHNOLOGY LIMITED


    


    


    And:


    


    THE
      SHAREHOLDERS OF

    WANXIN
      BIO-TECHNOLOGY LIMITED

    


    


    Notice
      to the Shareholders of Wanxin Bio-Technology Limited:
      The
      Shareholders of Wanxin Bio-Technology Limited are hereby advised by each of
      Devlin Jensen, counsel for CDoor Corp., and CDoor Corp. to obtain independent
      legal advice with respect to their review and execution of this Share Purchase
      Agreement.

    


    __________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SHARE
      PURCHASE AGREEMENT

    


    


    THIS
      SHARE PURCHASE AGREEMENT
      is dated
      and made for reference as fully executed on this 21st
      day of
      December, 2006.

    


    


    BETWEEN:


    


    CDOOR
      CORP.,
      a
      corporation organized under the laws of the State of Delaware and having an
      address for notice and delivery located at Room 3304, Bldg #6, Lane 218, Wu-Zhou
      Road, Zhang-Huan Plaza, Shanghai, China, 200080

    


    (the
      “Purchaser”);

    OF
      THE FIRST PART

    


    AND:

    


    WANXIN
      BIO-TECHNOLOGY LIMITED,
      a
      corporation organized under the laws of the British Virgin Islands and having
      an
      address for notice and delivery located at Sea Meadow House, Blackburne Highway,
      (P.O. Box 116), Road Town, Tortola, British Virgin Islands

    


    (the
      “Company”);

    OF
      THE SECOND PART

    


    AND:

    


    WHEELOCK
      TECHNOLOGY LIMITED,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at Unit A, 5th
      Floor,
      Wing Sing Commercial Centre, 12 Wing Lok Street, Sheung Wan, Hong
      Kong

    


    (“Wheelock”);

    OF
      THE THIRD PART

    


    AND:

    


    EVERTEAM
      TECHNOLOGY LIMITED,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at P.O. Box 957, Offshore Incorporations Centre, Road Town, British
      Virgin Islands

    


    (“Everteam”);

    OF
      THE FOURTH PART

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    AND:

    


    HARA
      INTELLIGENCE SYSTEMS CO. LIMITED,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at P.O. Box 217, Apia, Samoa

    


    (“Hara”);

    OF
      THE FIFTH PART

    


    AND:

    


    SUTEE
      KAITSAKULSAK,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at 328 Charoenkrung 65, Charoenkrungrd, Bangkok 10120

    


    (“Kaitsakulsak”);

    OF
      THE SIXTH PART

    


    AND:

    


    T.
      DUSADEE,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at c/o 328 Charoenkrung 65, Charoenkrungrd, Bangkok 10120

    


    (“Dusadee”);

    OF
      THE SEVENTH PART

    


    AND:

    


    AGNES
      TONG WONG XUE,
      a
      shareholder of Wanxin Bio-Technology Limited, 

    having
      an
      address for notice and delivery at
      ____________________________

    ______________________________________________________

     

    (“Xue”);

    OF
      THE EIGHTH PART

    


    AND:

    


    WANG
      HUI,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at 2069 W. 44th
      Ave.,
      Vancouver, B.C., Canada V6M 2G1

    


    (“Hui”);

    OF
      THE NINTH PART

    


    AND:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    YANG
      BAN-JUN,
      a
      shareholder of Wanxin Bio-Technology Limited, having an address for notice
      and
      delivery at No. 99-A, Jalan Lunas Kulim, Kedah, Malaysia

    


    (“Ban-Jun”);

    OF
      THE TENTH PART

    


    (Wheelock,
      Everteam, Hara, Kaitsakulsak, Dusadee, Xue, Hui and Ban-Jun, each being
      hereinafter singularly referred to as a “Vendor”
and
      collectively referred to as the “Vendors”
as
      the
      context so requires”);

    


    


    (the
      Vendors, the Company and the Purchaser being hereinafter singularly also
      referred to as a “Party”
and
      collectively referred to as the “Parties”
as
      the
      context so requires).

    


    WHEREAS:

    


    A.  The
      Company is a body corporate subsisting under and registered pursuant to the
      laws
      of the British Virgin Islands;

    


    B.  The
      Company is
      the sole
      shareholder of Manhing Enterprises Limited, a company organized under the laws
      of Hong Kong, and Manhing Enterprises Limited is the registered owner of 82%
      of
      the capital of Shanghai Wanxing Bio-pharmaceuticals Co., Ltd., which is in
      the
      business of the
      production and development of genetically engineered recombinant protein drugs
      and vaccines (collectively,
      the “Company’s
      Business”);

    


    C.  The
      Vendors are the legal and beneficial owners of all of the issued and outstanding
      shares in the capital of the Company (each a “Purchased
      Share”);
      the
      particulars of the registered and beneficial ownership of such Purchased Shares
      being set forth in Schedule “A” which is attached hereto and which forms a
      material part hereof; and

    


    D.  The
      Parties hereto have agreed to enter into this Share Purchase Agreement (the
      “Agreement”)
      which
      formalizes, amends and replaces, in its entirety, the Letter of Intent, dated
      November 2, 2006 (the “Letter of Intent”) as contemplated and required by the
      terms of such Letter of Intent, and which clarifies their respective duties
      and
      obligations in connection with the purchase by the Purchaser from the Vendors
      of
      all of the Purchased Shares together with the further development of the
      Company’s Business as a consequence thereof;

    


    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that
      in
      consideration of the mutual promises, covenants and agreements herein
      contained, THE
      PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER
      as
      follows:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Article
      1

    DEFINITIONS

     

    1.1  Definitions.
      For the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires, the following words and phrases shall have the
      following meanings:

    


    
      	 	
              (a)

            	
              “Agreement”
                means this “Share Purchase Agreement” as entered into among the Vendors,
                the Company and the Purchaser herein, together with any amendments
                thereto
                and any Schedules as attached
                thereto;

            


    

    


    
      	 	
              (b)

            	
              “Board
                of Directors”
                means, as applicable, the respective Board of Directors of each of
                the
                Parties hereto as duly constituted from time to
                time;

            


    

    


    
      	 	
              (c)

            	
              “business
                day”
                means any day during which Canadian Chartered Banks are open for
                business
                in the City of Vancouver, Province of British
                Columbia;

            


    

    


    
      	 	
              (d)

            	
              “Business
                Documentation”
                means any and all records and other factual data and information
                relating
                to the Company’s Business interests and assets and including, without
                limitation, all plans, agreements and records which are in the possession
                or control of the Vendors or the Company in that
                respect;

            


    

    


    
      	 	
              (e)

            	
              “Closing”
                has the meaning ascribed to it in Article “6.1”
                hereinbelow;

            


    

    


    
      	 	
              (f)

            	
              “Closing
                Date”
                has the meaning ascribed to it in Article “6.1”
                hereinbelow;

            


    

    


    
      	 	
              (g)

            	
              “Commercial
                Arbitration Act”
                means the Arbitration
                Act
                of
                the Province of British Columbia, R.S.B.C. 1996, as amended from
                time to
                time, as set forth in Article “11”
hereinbelow;

            


    

    


    
      	 	
              (h)

            	
              “Commissions”
                means the United States Securities and Exchange
                Commission;

            


    

    


    
      	 	
              (i)

            	
              “Common
                Shares”
                means the 1,750,000 shares of common stock of the Purchaser to be
                issued
                and delivered to the Vendors on a pro rata basis as part of the Purchase
                Price of the Purchased Shares;

            


    

    


    
      	 	
              (j)

            	
              “Company”
                means Wanxin Bio-Technology Limited, a corporation organized under
                the
                laws of the British Virgin Islands, or any successor company, however
                formed, whether as a result of merger, amalgamation or other
                action;

            


    

    


    
      	 	
              (k)

            	
              “Company’s
                Assets”
                means all assets, contracts, equipment, goodwill, inventory and
                Intellectual Property of the
                Company;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (l)

            	
              “Company’s
                Business”
                has the meaning ascribed to it in recital “B.”
                hereinabove;

            


    

    


    
      	 	
              (m)

            	
              “Company’s
                Financial Statements”
                has the meaning ascribed to it in Article “3.3(s)”
                hereinbelow;

            


    

    


    
      	 	
              (n)

            	
              “Defaulting
                Party”
                and “Non-Defaulting
                Party”
                have the meanings ascribed to them in Article “12”
                hereinbelow;

            


    

    
      


      
        	 	
                (o)

              	
                
                  “Encumbrances”
                    means mortgages, liens, charges, security interests, encumbrances
                    and
                    third party claims of any
                    nature;

                

              


      

       

    

    
      	 	
              (p)

            	
              “Exchange”
                means the NASD Over-the-Counter Bulletin
                Board;

            


    

    


    
      	 	
              (q)

            	
              “Execution
                Date”
                means the actual date of the complete execution of this Agreement
                and any
                amendment thereto by all Parties hereto as set forth on the front
                page
                hereof;

            


    

    


    
      	 	
              (r)

            	
              “Indemnified
                Party”
                and “Indemnified
                Parties”
                have the meanings ascribed to them in Article “7.1”
                hereinbelow;

            


    

    


    
      	 	
              (s)

            	
              “Intellectual
                Property”
                means, with respect to the Company, all right and interest to all
                patents,
                patents pending, inventions, know-how, any operating or identifying
                name
                or registered or unregistered trademarks and tradenames, all computer
                programs, licensed end-user software, source codes, products and
                applications (and related documentation and materials) and other
                works of
                authorship (including notes, reports, other documents and materials,
                magnetic, electronic, sound or video recordings and any other work
                in
                which copyright or similar right may subsist) and all copyrights
                (registered or unregistered) therein, industrial designs (registered
                or
                unregistered), franchises, licenses, authorities, restrictive covenants
                or
                other industrial or intellectual property used in or pertaining to
                the
                Company;

            


    

    


    
      	 	
              (t)

            	
              “Parties”
                or “Party”
                means, respectively, the Vendors, the Company and/or the Purchaser
                hereto,
                as the case may be, together with their respective successors and
                permitted assigns as the context so
                requires;

            


    

    


    
      	 	
              (u)

            	
              “person”
                or “persons”
                means an individual, corporation, partnership, party, trust, fund,
                association and any other organized group of persons and the personal
                or
                other legal representative of a person to whom the context can apply
                according to law;

            


    

    


    
      	 	
              (v)

            	
              “Purchased
                Shares”
                has the meaning ascribed to it in recital “C.” hereinabove; the
                particulars of the registered and beneficial ownership of such Purchased
                Securities being set forth in Schedule “A” which is attached
                hereto;

            


    

    


    
      	 	
              (w)

            	
              “Purchase
                Price”
                has the meaning ascribed to it in Article “2.2”
                hereinbelow;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (x)

            	
              “Purchaser”
                means CDoor Corp., a corporation organized under the laws of the
                State of
                Delaware, or any successor company, however formed, whether as a
                result of
                merger, amalgamation or other
                action;

            


    

    


    
      	 	
              (y)

            	
              “Purchaser’s
                Initial Due Diligence”
                has the meaning ascribed to it in Article “5.1(b)”
                hereinbelow;

            


    

    


    
      	 	
              (z)

            	
              “Purchaser’s
                Ratification”
                has the meaning ascribed to it in Article “5.1(a)”
                hereinbelow;

            


    

    


    
      	 	
              (aa)

            	
              “Takeover”
                means that transaction or series of transactions pursuant to which
                the
                Purchaser will acquire all of the Purchased Shares of the Company
                from the
                Vendors in exchange for the issuance by the Purchaser of 1,750,000
                shares
                of common stock of the Purchaser and all matters necessarily ancillary
                thereto;

            


    

    


    
      	 	
              (ab)

            	
              “Time
                of Closing”
                means 2:00 o’clock, p.m. (Vancouver Time) on the Closing
                Date;

            


    

    


    
      	 	
              (ac)

            	
              “Transfer
                Agent”
                means Nevada Agency & Trust Company;
                and

            


    

    


    
      	 	
              (ad)

            	
              “Vendors”
                means the shareholders of the Company who have executed this Agreement
                as
                a Party hereto.

            


    

    


    


    1.2  Schedules. For
      the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires, the following shall represent the Schedules which
      are attached to this Agreement and which form a material part
      hereof:

     

    
      	
              Schedule

            	
              Description

            
	
               

            	 
	
              Schedule
“A”:

            	Purchased Shares and Vendors;
	
              Schedule
“B”

            	Financial Statements;
	
              Schedule
“C”

            	Material Contracts;
	
              Schedule
“D”

            	Encumbrances;
	
              Schedule
“E”

            	Pending, Outstanding or Unresolved Claims
              or
              Greivances; and
	
              Schedule
“F”

            	Banks and Bank
              Accounts.


    

     

    1.3  Interpretation. For
      the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires,:

    


    
      	 	
              (a)

            	
              the
                words “herein”, “hereof” and “hereunder” and other words of similar import
                refer to this Agreement as a whole and not to any particular Article,
                section or other subdivision of this
                Agreement;

            


    

    
      


      
        	 	
                (b)

              	
                
                  any
                    reference to an entity shall include and shall be deemed to be
                    a reference
                    to any entity that is a permitted successor to such entity;
                    and

                

              


      

       

    

    
      	 	
              (c)

            	
              words
                in the singular include the plural and words in the masculine gender
                include the feminine and neuter genders, and vice
                versa.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Article
      2

    PURCHASE
      AND SALE OF THE ALL OF THE PURCHASED SHARES

    


    2.1  Purchase
      and Sale.
      Subject
      to the terms and conditions hereof and based upon the representations and
      warranties contained in Articles “3” and “4” hereinbelow and prior satisfaction
      of the conditions precedent which are set forth in Article “5” hereinbelow, the
      Vendors hereby agrees to assign, sell and transfer at the Closing Date (as
      hereinafter determined) all of their respective rights, entitlement and interest
      in and to the Purchased Shares to the Purchaser and the Purchaser hereby agrees
      to purchase all of the Purchased Shares from the Vendors on the terms and
      subject to the conditions contained in this Agreement.

    


    2.2  Purchase
      Price.
      The
      total purchase price (the “Purchase
      Price”)
      for
      all of the Purchased Shares will be satisfied by way of the issuance and
      delivery by the Purchaser to the Vendors, in accordance with section “2.3”
hereinbelow, of an aggregate of 1,750,000 shares of common stock in the capital
      of the Purchaser (each a “Common
      Share”)
      on a
      pro rata basis in accordance with each Vendors percentage ownership in the
      Company.

    


    2.3  Resale
      Restrictions.
      The
      Vendors hereby acknowledge and agree that the Purchaser makes no representations
      as to any resale or other restriction affecting the Common Shares and that
      it is
      presently contemplated that the Common Shares will be issued by the Purchaser
      to
      the Vendors in reliance upon the registration and prospectus exemptions
      contained in the United States
      Securities Act of 1933,
      as
      amended (the “Securities
      Act”)
      or
“Regulation
      S”
      promulgated under the Securities Act which will impose a trading restriction
      in
      the United States on the Common Shares for a period of at least 12 months from
      the Closing Date (as hereinafter determined). In addition, the obligation of
      the
      Purchaser to issue the Common Shares pursuant to section “2.2” hereinabove will
      be subject to the Purchaser being satisfied that an exemption from applicable
      registration and prospectus requirements is available under the Securities
      Act
      and all applicable securities laws, in respect of the Vendors and related Common
      Shares, and the Purchaser shall be relieved of any obligation whatsoever to
      purchase any Purchased Shares of the Vendors and to issue Common Shares in
      respect of the Vendors where the Purchaser reasonably determines that a suitable
      exemption is not available to it. 

    


    Article
      3

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

    BY
      THE COMPANY AND THE VENDOR

     

    3.1  General
      Representations, Warranties and Covenants by the Company and the
      Vendors.
      In
      order to induce the Purchaser to enter into and consummate this Agreement,
      the
      Company and the Vendors, jointly and severally, represents to, warrants to
      and
      covenants with the Purchaser, with the intent that the Purchaser will rely
      thereon in entering into this Agreement and in concluding the transactions
      contemplated herein, that, to the best of the knowledge, information and belief
      of each of the Vendors and the Company, after having made due
      inquiry:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      


      
        	 	
                (a)

              	
                if
                  a corporation, it is duly organized under the laws of its respective
                  jurisdiction of incorporation and is validly existing and in good
                  standing
                  with respect to all statutory filings required by the applicable
                  corporate
                  laws;

              


      

      
        


        
          	 	
                  (b)

                	
                  it
                    is qualified to do business in those jurisdictions where it is
                    necessary
                    to fulfill its obligations under this Agreement and it has the
                    full power
                    and authority to enter into this Agreement and any agreement
                    or instrument
                    referred to or contemplated by this
                    Agreement;

                


        

        
          


          
            	 	
                    (c)

                  	
                    it
                      has the requisite power, authority and capacity to own and
                      use all of its
                      respective business assets and to carry on its respective business
                      as
                      presently conducted by it and to fulfill its respective obligations
                      under
                      this Agreement;

                  


          

          
            


            
              	 	
                      (d)

                    	
                      the
                        execution and delivery of this Agreement and the agreements
                        contemplated
                        hereby have been duly authorized by all necessary action,
                        corporate or
                        otherwise, on its respective part;

                    


            

            
              


              
                	 	
                        (e)

                      	
                        there
                          are no other consents, approvals or conditions precedent
                          to the
                          performance of this Agreement which have not been
                          obtained;

                      


              

              
                


                
                  	 	
                          (f)

                        	
                          this
                            Agreement constitutes a legal, valid and binding obligation
                            of it
                            enforceable against it in accordance with its terms,
                            except as enforcement
                            may be limited by laws of general application affecting
                            the rights of
                            creditors;

                        


                

                
                  


                  
                    	 	
                            (g)

                          	
                            no
                              proceedings are pending for, and it is unaware of,
                              any basis for the
                              institution of any proceedings leading to its respective
                              dissolution or
                              winding up, or the placing of it in bankruptcy or subject
                              to any other
                              laws governing the affairs of insolvent companies or
                              persons;

                          


                  

                  
                    


                    
                      	 	
                              (h)

                            	
                              the
                                making of this Agreement and the completion of the
                                transactions
                                contemplated hereby and the performance of and compliance
                                with the terms
                                hereof does not and will not:

                            


                    

                    
                       

                      
                        	
                              	
                                (i)

                              	if
                                a corporation, conflict with or result in a breach
                                of or violate any of
                                the terms, conditions or provisions of its respective
                                constating
                                documents;


                      

                      
                        
                           

                          
                            	
                                  	
                                    (ii)

                                  	conflict with
                                    or result in a breach of or
                                    violate any of the terms, conditions or provisions
                                    of any law, judgment,
                                    order, injunction, decree, regulation or ruling
                                    of any Court or
                                    governmental authority, domestic or foreign,
                                    to which it is subject, or
                                    constitute or result in a default under any agreement,
                                    contract or
                                    commitment to which it is a party;


                          

                          
                            
                               

                              
                                	
                                         

                                      	
                                        (iii)

                                      	give to any
                                        party the right of termination,
                                        cancellation or acceleration in or with respect
                                        to any agreement, contract
                                        or commitment to which it is a party;


                              

                              
                                
                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      9

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                   

                                  
                                    	
                                             

                                          	
                                            (iv)

                                          	give to
                                            any government or governmental
                                            authority, or any municipality or any
                                            subdivision thereof, including any
                                            governmental department, commission,
                                            bureau, board or administration
                                            agency, any right of termination, cancellation
                                            or suspension of, or
                                            constitute a breach of or result in a
                                            default under, any permit, license,
                                            control or authority issued to it which
                                            is necessary or desirable in
                                            connection with the conduct and operations
                                            of its respective business and
                                            the ownership or leasing of its respective
                                            business assets;
                                            or


                                  

                                  
                                    
                                       

                                      
                                        	
                                                 

                                              	
                                                (v)

                                              	constitute
                                                a default by it, or any event
                                                which, with the giving of notice
                                                or lapse of time or both, might
                                                constitute an event of default, under
                                                any agreement, contract, indenture
                                                or other instrument relating to any
                                                indebtedness of it which would give
                                                any party to that agreement, contract,
                                                indenture or other instrument the
                                                right to accelerate the maturity
                                                for the payment of any amount payable
                                                under that agreement, contract, indenture
                                                or other instrument;
                                                and


                                      

                                      


                                      
                                        	 	
                                                (i)

                                              	
                                                
                                                  neither
                                                    this Agreement nor any other
                                                    document, certificate or statement
                                                    furnished
                                                    to the Purchaser by or on behalf
                                                    of any of the Vendors or the
                                                    Company in
                                                    connection with the transactions
                                                    contemplated hereby knowingly
                                                    or
                                                    negligently contains any untrue
                                                    or incomplete statement of material
                                                    fact
                                                    or omits to state a material
                                                    fact necessary in order to make
                                                    the
                                                    statements therein not misleading
                                                    which would likely affect the
                                                    decision
                                                    of the Purchaser to enter into
                                                    this
                                                    Agreement.

                                                

                                              


                                      

                                      
                                         

                                      

                                      
                                        
                                          	 	
                                                  (j)

                                                	
                                                  
                                                    the
                                                      Company is the sole shareholder
                                                      of Manhing Enterprises Limited,
                                                      a company
                                                      organized under the laws of
                                                      Hong Kong, of which Manhing
                                                      Enterprises
                                                      Limited is the registered owner
                                                      of 82% of the registered capital
                                                      of
                                                      Shanghai Wanxing Bio-pharmaceuticals
                                                      Co.,
                                                      Ltd.

                                                  

                                                


                                        

                                        
                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    3.2  Representations,
      Warranties and Covenants by the Vendors respecting the Purchased Shares and
      the
      Common Shares.
      In
      order to induce the Purchaser to enter into and consummate this Agreement,
      the
      Vendors hereby represent to, warrant to and covenant with the Purchaser, with
      the intent that the Purchaser will also rely thereon in entering into this
      Agreement and in concluding the transactions contemplated herein, that, to
      the
      best of the knowledge, information and belief of the Vendors, after having
      made
      due inquiry:

    


    
      	 	
              (a)

            	
              save
                and except as set forth in Schedule “A” which is attached hereto, the
                Vendors have good and marketable title to and are the legal and beneficial
                owners of all of the Purchased Shares, and the Purchased Shares are
                fully
                paid and non-assessable and are free and clear of liens, charges,
                encumbrances, pledges, mortgages, hypothecations, security interests
                and
                adverse claims of any and all nature whatsoever and including, without
                limitation, options, pre-emptive rights and other rights of acquisition
                in
                favour of any person, whether conditional or
                absolute;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (b)

              	
                the
                  Vendors have the power and capacity to own and dispose of the Purchased
                  Shares, and the Purchased Shares are not subject to any voting
                  or similar
                  arrangement;

              


      

      
        


        
          	 	
                  (c)

                	
                  there
                    are no actions, suits, proceedings or investigations (whether
                    or not
                    purportedly against or on behalf of the Vendors or the Company),
                    pending
                    or threatened, which may affect, without limitation, the rights
                    of the
                    Vendors to transfer any of the Purchased Shares to the Purchaser
                    at law or
                    in equity, or before or by any federal, state, provincial, municipal
                    or
                    other governmental department, commission, board, bureau, agency
                    or
                    instrumentality, domestic or foreign, and, without limiting the
                    generality
                    of the foregoing, there are no claims or potential claims under
                    any
                    relevant family relations legislation or other equivalent legislation
                    affecting the Purchased Shares. In addition, the Vendors are
                    not now aware
                    of any existing ground on which any such action, suit or proceeding
                    might
                    be commenced with any reasonable likelihood of
                    success;

                


        

        
          


          
            	 	
                    (d)

                  	
                    no
                      other person, firm or corporation has any agreement, option
                      or right
                      capable of becoming an agreement for the purchase of any of
                      the Purchased
                      Shares;

                  


          

           

        

      

    

    
      	 	
              (e)

            	
              the
                Vendors acknowledge that the Common Shares will be issued under certain
                exemptions from the registration and prospectus filing requirements
                otherwise applicable under the Securities Act, and that, as a result,
                the
                Vendors may be restricted from using most of the remedies that would
                otherwise be available to the Vendors, the Vendors will not receive
                information that would otherwise be required to be provided to the
                Vendors
                and the Purchaser is relieved from certain obligations that would
                otherwise apply to the Purchaser, in either case, under applicable
                securities legislation;

            


    

    


    
      	 	
              (f)

            	
              the
                Vendors have not received, nor have the Vendors requested nor do
                the
                Vendors require to receive, any offering memorandum or a similar
                document
                describing the business and affairs of the Purchaser in order to
                assist
                the Vendors in entering into this Agreement and in consummating the
                transactions contemplated herein;

            


    

    


    
      	 	
              (g)

            	
              the
                Vendors acknowledge and agree that the Common Shares have not been
                and
                will not be qualified or registered under the securities laws of
                the
                United States or any other jurisdiction and, as such, the Vendors
                may be
                restricted from selling or transferring such Common Shares under
                applicable law;

            


    

    


    
      	 	
              (h)

            	
              the
                Vendors are residents in the jurisdiction as set forth under the
                Vendors’
                address in Schedule “A” which is attached hereto, and that all
                negotiations and other acts in furtherance of the execution and delivery
                of this Agreement by the Vendors in connection with the transactions
                contemplated herein have taken place and will take place solely in
                such
                jurisdiction or in the state of Delaware;
                and

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      


      
        	 	
                (i)

              	
                the
                  Purchased Shares have been issued in accordance with all applicable
                  securities and corporate legislation and
                  policies.

              


      

       

    

    3.3  Representations,
      Warranties and Covenants by the Company and the Vendors respecting the
      Company.
      In
      order to induce the Purchaser to enter into and consummate this Agreement,
      each
      of the Vendors and the Company hereby, jointly and severally, also represents
      to, warrants to and covenants with the Purchaser, with the intent that the
      Purchaser will also rely thereon in entering into this Agreement and in
      concluding the transactions contemplated herein, that, to the best of the
      knowledge, information and belief of each of the Vendors and the Company, after
      having made due inquiry:

     

    Corporate
      Status of the Company

    
      


      
        	 	
                (a)

              	
                
                  the
                    Company is a company with limited liability duly and properly
                    organized
                    and validly subsisting under the laws of the British Virgin Islands
                    being
                    the only jurisdiction where it is required to be registered for
                    the
                    purpose of enabling it to carry on its business and own its property
                    as
                    presently carried on and
                    owned;

                

              


      

      


      
        	 	
                (b)

              	
                
                  the
                    Company has good and sufficient power, authority and right to
                    own or lease
                    its property, to enter into this Agreement and to perform its
                    obligations
                    hereunder;

                

              


      

       

    

    Authorization

    
      


      
        	 	
                (c)

              	
                
                  
                    this
                      Agreement has been duly authorized, executed and delivered
                      by the Vendors
                      and the Company and is a legal, valid and binding obligation
                      of the
                      Vendors and the Company, enforceable against the Vendors and/or
                      the
                      Company, as the case may be, by the Purchaser in accordance
                      with its
                      terms, except as enforcement may be limited by bankruptcy,
                      insolvency and
                      other laws affecting the rights of creditors generally and
                      except that
                      equitable remedies may be granted only in the discretion of
                      a court of
                      competent jurisdiction;

                  

                

              


      

       

    

    No
      Other Agreements to Purchase

    


    
      	 	
              (d)

            	
              no
                person other than the Purchaser has any written or oral agreement
                or
                option or any right or privilege (whether by law, pre-emptive or
                contractual) capable of becoming an agreement, or option for the
                purchase
                or acquisition from the Vendors of any of the Purchased
                Shares;

            


    

     

    Options

    


    
      	 	
              (e)

            	
              no
                person has any agreement or option or any right or privilege (whether
                by
                law, pre-emptive or contractual) capable of becoming an agreement,
                including convertible securities, warrants or convertible obligations
                of
                any nature, for the purchase, subscription, allotment or issuance
                of any
                unissued shares or other securities of the
                Company;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Title
      to Shares
      

    
      


      
        	 	
                (f)

              	
                
                  the
                    Purchased Shares are beneficially owned by the Vendors with good
                    and
                    marketable title thereto free of all Encumbrances and are registered
                    in
                    the books of the Company in the name of the Vendors and, without
                    limitation thereto, none of the Purchased Shares are subject
                    to any voting
                    trust, unanimous shareholders agreement, other shareholders agreements,
                    pooling agreements or voting
                    agreements;

                

              


      

      
        


        
          	 	
                  (g)

                	
                  
                    
                      upon
                        completion of the transactions contemplated by this Agreement,
                        all of the
                        Purchased Shares will be owned by the Purchaser as the beneficial
                        owner of
                        record, with good and marketable title thereto (except for
                        such
                        Encumbrances as may have been granted by the
                        Purchaser);

                    

                  

                


        

         

      

    

    Title
      to Personal Property
      and Other Property

    
      


      
        	 	
                (h)

              	
                
                  
                    
                      the
                        property and assets of the Company are, and between the date
                        hereof and
                        the Closing Date (as hereinafter determined), will be, owned
                        beneficially
                        by the Company with a good and marketable title thereto,
                        free and clear of
                        all Encumbrances save as previously disclosed to the
                        Purchaser;

                    

                  

                

              


      

       

    

    Intellectual
      Property

    
      
        


        
          	 	
                  (i)

                	
                  
                    
                      
                        the
                          Company has provided the Purchaser with a complete and
                          accurate list of
                          all trade marks, trade names, business names, patents,
                          inventions,
                          know-how, copyrights, service marks, brand names, industrial
                          designs and
                          all other industrial or intellectual property owned or
                          used by the Company
                          in carrying on the Company’s Business and all applications therefor and
                          all goodwill connected therewith, including, without limitation,
                          all
                          licenses, registered user agreements and all like rights
                          used by or
                          granted to the Company in connection with the Company’s Business and all
                          right to register or otherwise apply for the protection
                          on any of the
                          foregoing (collectively, the “Intellectual
                          Property”);

                      

                    

                  

                


        

        
          
            


            
              	 	
                      (j)

                    	
                      
                        
                          
                            the
                              Intellectual Property comprises all trade marks, trade
                              names, business
                              names, patents, inventions, know-how, copyrights, service
                              marks, brand
                              marks, industrial designs and all other industrial
                              or intellectual
                              property necessary to conduct the Company’s
                              Business;

                          

                        

                      

                    


            

            
              
                


                
                  	 	
                          (k)

                        	
                          
                            
                              
                                the
                                  Company is the beneficial owner of the Intellectual
                                  Property, free and
                                  clear of all Encumbrances, and is not a party to
                                  or bound by any contract
                                  or other obligation whatsoever that limits or impairs
                                  its ability to sell,
                                  transfer, assign or convey, or that otherwise affects,
                                  the Intellectual
                                  Property;

                              

                            

                          

                        


                

                
                  
                    


                    
                      	 	
                              (l)

                            	
                              
                                
                                  
                                    no
                                      person has been granted any interest in or
                                      right to use all or any portion
                                      of the Intellectual
                                      Property;

                                  

                                

                              

                            


                    

                    
                      
                        
                          


                          
                            	 	
                                    (m)

                                  	
                                    
                                      
                                        
                                          
                                            neither
                                              the Vendors nor the Company are aware
                                              of a claim of any infringement or
                                              breach of any industrial or intellectual
                                              property rights of any other
                                              person by the Company, nor have the
                                              Vendors or the Company received any
                                              notice that the conduct of the Company’s Business infringes or breaches
                                              any industrial or intellectual property
                                              rights of any other person, and
                                              neither the Vendors nor the Company,
                                              after due inquiry, have any knowledge
                                              of any infringement or violation of
                                              any of their rights or the rights of
                                              the Company in the Intellectual
                                              Property;

                                          

                                        

                                      

                                    

                                  


                          

                          
                            
                              
                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    13

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                 

                                
                                  	 	
                                          (n)

                                        	
                                          
                                            
                                              
                                                
                                                  the
                                                    conduct of the Company’s Business does not infringe
                                                    upon the patents,
                                                    trade marks, licenses, trade
                                                    names, business names, copyright
                                                    or other
                                                    industrial or intellectual property
                                                    rights, domestic or foreign,
                                                    of any
                                                    other
                                                    person;

                                                

                                              

                                            

                                          

                                        


                                

                                
                                  
                                    
                                      


                                      
                                        	 	
                                                (o)

                                              	
                                                
                                                  
                                                    
                                                      
                                                        neither
                                                          the Vendors nor the Company
                                                          are aware of any state
                                                          of facts that casts
                                                          doubt on the validity or
                                                          enforceability of any of
                                                          the Intellectual
                                                          Property;

                                                      

                                                    

                                                  

                                                

                                              


                                      

                                      
                                        
                                          
                                            


                                            
                                              	 	
                                                      (p)

                                                    	
                                                      
                                                        
                                                          
                                                            
                                                              the
                                                                Company has provided
                                                                to the Purchaser
                                                                a true and complete
                                                                copy of all
                                                                Contracts and amendments
                                                                thereto that comprise
                                                                or relate to the
                                                                Intellectual
                                                                Property;

                                                            

                                                          

                                                        

                                                      

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Financial
      Statements

    
      
        


        
          	 	
                  (q)

                	
                  
                    
                      
                        
                          
                            the
                              Company’s unadited Financial Statements for the nine month
                              period ended
                              September 30, 2006 and the auditied Financial Statements
                              for the fiscal
                              years ended December 31, 2004 and 2005, have been prepared
                              in accordance
                              with generally accepted accounting principles applied
                              on a basis
                              consistent with prior periods, are correct and complete
                              and present fairly
                              the assets, liabilities (whether accrued, absolute,
                              contingent or
                              otherwise) and financial condition of the Company as
                              at the respective
                              dates of and for the respective periods covered by
                              the Company’s Financial
                              Statements;

                          

                        

                      

                    

                  

                


        

        
          


          
            	 	
                    (r)

                  	
                    
                      
                        
                          
                            
                              for
                                any period up to the Time of Closing the Company
                                will not have any debts
                                or liabilities whatsoever (whether accrued, absolute
                                or contingent or
                                otherwise), including any liabilities for federal,
                                state, provincial,
                                sales, excise, income, corporate or any other taxes
                                of the Company except
                                for;

                            

                          

                        

                      

                    

                  


          

          
            
               

              
                	
                      	
                        (i)

                      	
                        the
                          debts and liabilities disclosed on, provided for or included
                          in the
                          balance sheet forming a part of the most recent of the
                          Company’s Financial
                          Statements;

                      


              

              
                
                  
                     

                    
                      	
                            	
                              (ii)

                            	
                              debts
                                or liabilities disclosed in this Agreement or any
                                Schedule hereto;
                                and

                            


                    

                    
                      
                        
                           

                          
                            	
                                     

                                  	
                                    (iii)

                                  	
                                    liabilities
                                      incurred by the Company in the ordinary course
                                      of the Company’s Business
                                      subsequent to the date of the balance sheet
                                      referred to in the Company’s
                                      Financial Statements;

                                  


                          

                          
                             

                            
                              
                                
                                

                              

                              
                                14

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Books
      and Records

    
      


      
        	 	
                (s)

              	
                
                  
                    
                      
                        
                          
                            the
                              books and records of the Company fairly and correctly
                              set out and
                              disclose, in all material respects, in accordance with
                              generally accepted
                              accounting principles, consistently applied, the financial
                              condition of
                              the Company as of the date of this Agreement and all
                              material financial
                              transactions of the Company have been accurately recorded
                              in such books
                              and
                              records;

                          

                        

                      

                    

                  

                

              


      

      
        
           

        

      

    

    Corporate
      Records

    
      


      
        	 	
                (t)

              	
                
                  
                    
                      
                        
                          
                            
                              the
                                Corporate records and minute books of the Company
                                contain complete and
                                accurate minutes, (duly signed by the chairman and/or
                                secretary of the
                                appropriate meeting) of all meetings of the directors
                                and shareholders of
                                the Company since its date of
                                incorporation;

                            

                          

                        

                      

                    

                  

                

              


      

      
        
           

        

      

    

    
      
        
          	 	
                  (u)

                	
                  
                    
                      
                        
                          
                            
                              
                                the
                                  share certificate records, the securities register,
                                  the register of
                                  disclosures , the register of directors and officers
                                  for the Company are
                                  contained in the corporate minute book and are
                                  complete and accurate in
                                  all
                                  respects;

                              

                            

                          

                        

                      

                    

                  

                


        

        
           

        

      

    

    Directors
      and Officers

    
      
        


        
          	 	
                  (v)

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  the
                                    present directors and officers of the Company
                                    are as
                                    follows:

                                

                              

                            

                          

                        

                      

                    

                  

                


        

        
          
            
               

              
                	
                         

                      	
                        Name

                      	
                        Position

                      
	 	 	 
	 	Robert Chun Chung
                        Ip	Director


              

              
                 

              

            

          

        

      

    

    Accuracy
      of Warranties

    


    
      	 	
              (w)

            	
              neither
                this Agreement nor any document, schedule, list, certificate, declaration
                under oath or written statement now or hereafter furnished by the
                Vendors
                or the Company to the Purchaser in connection with the transactions
                contemplated by this Agreement contains or will contain any untrue
                statement or representation of a material fact on the part of the
                Vendors
                or the Company, or omits or will omit on behalf of the Vendors or
                the
                Company to state a material fact necessary to make any such statement
                or
                representation therein or herein contained not misleading;
                and

            


    

     

    Full
      Disclosure

    


    
      	 	
              (x)

            	
              the
                Vendors have no information or knowledge of any fact not communicated
                to
                the Purchaser and relating to the Company or to the Company’s Business or
                to the Purchased Shares which, if known to the Purchaser, might reasonably
                be expected to deter the Purchaser from entering into this Agreement
                or
                from completing the transactions contemplated by this
                Agreement.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    3.4  Survival
      of the Representations, Warranties and Covenants by each of the Vendors and
      the
      Company.
      To the
      extent they have not been fully performed at or prior to the Time of Closing,
      each and every representation and warranty of the Vendors or the Company
      contained in this Agreement and any agreement, instrument, certificate or other
      document executed or delivered pursuant to this Agreement shall:

    


    
      	 	
              (a)

            	
              be
                true and correct on and as of the Closing Date with the same force
                and
                effect as though made or given on the Closing Date;
                

            


    

    


    
      	 	
              (b)

            	
              remain
                in full force and effect notwithstanding any investigations conducted
                by
                or on behalf of the Purchaser; and 

            


    

    


    
      	 	
              (c)

            	
              survive
                the completion of the transactions contemplated by this Agreement
                until
                the second anniversary of the Closing Date and shall continue in
                full
                force and effect for the benefit of the Purchaser during that period,
                except that:

            


      	 	 	 


    

    
      	 	
              (i)

            	
              the
                representations and warranties set out in section 3.2(a) to and including
                3.2(i) above shall survive and continue in full force and effect
                without
                limitation of time;
                and

            


    

    


    
      	 	
              (ii)

            	
              a
                claim for any breach of any of the representations and warranties
                contained in this Agreement or in any agreement, instrument, certificate
                or other document executed or delivered pursuant hereto involving
                fraud or
                fraudulent misrepresentation may be made at any time following the
                Closing
                Date, subject only to applicable limitation periods imposed by
                law.

            


    

    


    
      	 	
              (d)

            	
              to
                the extent they have not been fully performed at or prior to the
                Time of
                Closing, each and every covenant of the Vendors contained in this
                Agreement and any agreement, instrument, certificate or other document
                executed or delivered pursuant to this Agreement shall survive the
                completion of the transactions contemplated by this Agreement and,
                notwithstanding such completion, shall continue in full force and
                effect
                for the benefit of the Purchaser.

            


    

     

    Article
      4

    WARRANTIES,
      REPRESENTATIONS AND COVENANTS BY THE PURCHASER

     

    4.1  Warranties,
      Representations and Covenants by the Purchaser.
      In
      order to induce the Vendors and the Company to enter into and consummate this
      Agreement, the Purchaser hereby warrants to, represents to and covenants with
      each of the Vendors and the Company, with the intent that each of the Vendors
      and the Company will rely thereon in entering into this Agreement and in
      concluding the transactions contemplated herein, that, to the best of the
      knowledge, information and belief of the Purchaser, after having made due
      inquiry:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Corporate
      Status of the Purchaser

    
      


      
        	 	
                (a)

              	
                
                  the
                    Purchaser is a company with limited liability duly and properly
                    incorporated, organized and validly subsisting under the laws
                    of the State
                    of Delaware being the only jurisdiction where it is required
                    to be
                    registered for the purpose of enabling it to carry on its business
                    and own
                    its property as presently carried on and
                    owned;

                

              


      

      
        


        
          	 	
                  (b)

                	
                  
                    
                      the
                        Purchaser has good and sufficient power, authority and right
                        to own or
                        lease its property, to enter into this Agreement and to perform
                        its
                        obligations hereunder;

                    

                  

                


        

         

      

    

    Authorization

    
      
        


        
          	 	
                  (c)

                	
                  
                    
                      
                        this
                          Agreement has been duly authorized, executed and delivered
                          by the
                          Purchaser and is a legal, valid and binding obligation
                          of the Purchaser,
                          enforceable against the Purchaser, as the case may be,
                          by the Vendors
                          and/or the Company in accordance with its terms, except
                          as enforcement may
                          be limited by bankruptcy, insolvency and other laws affecting
                          the rights
                          of creditors generally and except that equitable remedies
                          may be granted
                          only in the discretion of a court of competent
                          jurisdiction;

                      

                    

                  

                


        

         

      

    

    Share
      Capital

    


    
      	 	
              (d)

            	
              the
                authorized capital of the Purchaser consists of 50,000,000 shares
                of
                common stock of which 3,025,000 shares of common stock of the Purchaser
                have been duly issued and are outstanding as fully paid and
                non-assessable;

            


    

    


    
      	 	
              (e)

            	
              all
                of the issued and outstanding shares of the Purchaser are listed
                and
                posted for trading on the Exchange;

            


    

    


    
      	 	
              (f)

            	
              the
                Purchaser will allot and issue the Common Shares on the Closing Date
                in
                accordance with sections “2.2” and “2.3” hereinabove as fully paid and
                non-assessable in the capital of the Purchaser, free and clear of
                all
                actual or threatened liens, charges, security interests, options,
                encumbrances, voting agreements, voting trusts, demands, limitations
                and
                restrictions of any nature whatsoever, other than hold periods or
                other
                restrictions imposed under applicable securities legislation or by
                securities regulatory authorities;

            


    

    


    Options

    


    
      	 	
              (g)

            	
              no
                person has any agreement or option or any right or privilege (whether
                by
                law, pre-emptive or contractual) capable of becoming an agreement,
                including convertible securities, warrants or convertible obligations
                of
                any nature, for the purchase, subscription, allotment or issuance
                of any
                unissued shares or other securities of the
                Purchaser;

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    Directors
      and Officers

    


    
      	(h)  	
              the
                present directors and officers of the Purchaser are as
                follows:

            


    

    
      
         

        
          	
                   

                	
                  Name

                	
                  Position

                	 
	 	 	 	 
	 	Ka Yu	President, CEO, CFO, Secretary,
                  Treasurer
                  & Director	 


        

        
           

        

      

    

    Full
      Disclosure

    


    
      	(i)  	
              the
                Purchaser has no information or knowledge of any fact not communicated
                to
                the Vendors and the Company and relating to the Purchaser or to the
                Purchaser’s business or to its issued and outstanding securities which, if
                known to the Vendors and/or the Company, might reasonably be expected
                to
                deter the Vendors and/or the Company from entering into this Agreement
                or
                from completing the transactions contemplated by this
                Agreement.

            


    

    


    


    4.2  Survival
      of the Representations, Warranties and Covenants by the
      Purchaser.
      To the
      extent they have not been fully performed at or prior to the Time of Closing,
      each representation and warranty of the Purchaser contained in this Agreement
      or
      in any document, instrument, certificate or undertaking given pursuant hereto
      shall:

    


    
      	(a)  	
              be
                true and correct on and as of the Closing Date with the same force
                and
                effect as though made or given on the Closing
                Date;

            


    

    


    
      	(b)  	
              remain
                in full force an effect notwithstanding any investigations conducted
                by or
                on behalf of the Purchaser, and

            


    

    
      	 	 


    

    
      	(c)  	
              survive
                the completion of the transactions contemplated by this Agreement
                until
                the second anniversary of the Closing Date
                and shall continue in full force and effect for the benefit of the
                Vendors
                and the Company during that period, except that a claim for any breach
                of
                any of the representations and warranties contained in this Agreement
                or
                in any agreement, instrument, certificate or other document executed
                or
                delivered pursuant hereto involving fraud or fraudulent misrepresentation
                may be made at any time following the Closing Date, subject only
                to
                applicable limitation periods imposed by
                law.

            


    

    
      	 	 


    

    
      	
              (d)  
                

            	
              To
                the extent they have not been fully performed at or prior to the
                Time of
                Closing, each and every covenant of the Purchaser contained in this
                Agreement and any agreement, instrument, certificate or other document
                executed or delivered pursuant to this Agreement shall survive the
                completion of the transactions contemplated by this Agreement and,
                notwithstanding such completion, shall continue in full force and
                effect
                for the benefit of the Vendors and the
                Company.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Article
      5

    CONDITIONS
      PRECEDENT TO CLOSING


    


    5.1  Parties’
      Conditions Precedent prior to the Closing Date.
      All of
      the rights, duties and obligations of each of the Parties hereto under this
      Agreement are subject to the following conditions precedent for the exclusive
      benefit of each of the Parties to be fulfilled in all material aspects in the
      reasonable opinion of each of the Parties or to be waived by each or any of
      the
      Parties, as the case may be, as soon as possible after the Execution Date;
      however, unless specifically indicated as otherwise, not later than the Time
      of
      Closing:

    


    
      	 	
              (a)

            	
              the
                specific ratification of the terms and conditions of this Agreement
                by the
                Board of Directors of the Purchaser within five business days of
                the due
                and complete execution of this Agreement by each of the Parties hereto
                (the “Purchaser’s
                Ratification”);

            


    

    


    
      	 	
              (b)

            	
              the
                completion by the Purchaser of an initial due diligence and operations
                review of the Company’s Business and operations within five (5) calendar
                days after the Purchaser’s Ratification (the “Purchaser’s
                Initial Due Diligence”);

            


    

    


    5.2  Parties’
      Waiver of Conditions Precedent.
      The
      conditions precedent set forth in section “5.1” hereinabove are for the
      exclusive benefit of each of the Parties hereto and may be waived by each of
      the
      Parties in writing and in whole or in part at or prior to the Time of
      Closing.

    


    


    5.3  The
      Vendor’s and the Company’s Conditions Precedent.
      The
      purchase and sale of the Purchased Securities is subject to the following terms
      and conditions for the exclusive benefit of the Vendors and the Company, to
      be
      fulfilled or performed at or prior to the Time of Closing:

    


    
      	 	
              (a)

            	
              the
                representations and warranties of the Purchaser contained in this
                Agreement shall be true and correct in all material respects at the
                Time
                of Closing, with the same force and effect as if such representations
                and
                warranties were made at and as of such time;


            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by the Purchaser at or before the Time of Closing
                shall
                have been complied with or performed in all material
                respects;

            


    

    


    
      	 	
              (c)

            	
              there
                shall have been obtained, from all appropriate federal, provincial,
                municipal or other governmental or administrative bodies, such licenses,
                permits, consents, approvals, certificates, registrations and
                authorizations as are required by law, if any, to be obtained by
                the
                Purchaser to permit the change of ownership of the Purchased Shares
                contemplated hereby, in each case in form and substance satisfactory
                to
                the Vendors and the Company, acting
                reasonably;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              no
                legal or regulatory action or proceeding shall be pending or threatened
                by
                any person to enjoin, restrict or prohibit the purchase and sale
                of the
                Purchased Shares contemplated
                hereby;

            


    

    


    If
      any of
      the conditions contained in this section 5.3 shall not be performed or fulfilled
      at or prior to the Time of Closing to the satisfaction of the Vendors and the
      Company, acting reasonably, the Vendors and/or the Company may, by notice to
      the
      Purchaser, terminate this Agreement and the obligations of the Vendors, the
      Company and the Purchaser under this Agreement, other than the obligations
      contained in Article 8 hereinbelow, shall be terminated, provided that the
      Vendors and the Company may also bring an action pursuant to Article 7 against
      the Purchaser for damages suffered by the Vendors and/or the Company where
      the
      non-performance or non-fulfillment of the relevant condition is as a result
      of a
      breach of covenant, representation or warranty by the Purchaser. Any such
      condition may be waived in whole or in part by the Vendors and the Company
      in
      writing without prejudice to any claims it may have for breach of covenant,
      representation or warranty.

     

    5.4  Purchaser’s
      Conditions Precedent prior to the Closing Date.
      The
      sale
      and purchase of the Purchased Shares is subject to the following terms and
      conditions for the exclusive benefit of the Purchaser, to be fulfilled or
      performed at or prior to the Time of Closing:

    


    
      	 	
              (a)

            	
              the
                representations and warranties of the Vendors and the Company contained
                in
                this Agreement shall be true and correct at the Time of Closing,
                with the
                same force and effect as if such representations and warranties were
                made
                at and as of such time;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by the Vendors and the Company at or before the
                Time of
                Closing shall have been complied with or
                performed;

            


    

    


    
      	 	
              (c)

            	
              there
                shall have been obtained, from all appropriate federal, provincial,
                municipal or other governmental or administrative bodies, such licenses,
                permits, consents, approvals, certificates, registrations and
                authorizations as are required to be obtained, if any, by the Vendors
                and
                the Company to permit the change of ownership of the Purchased Shares
                contemplated hereby;

            


    

    


    
      	 	
              (d)

            	
              there
                shall have been no material adverse changes in the condition (financial
                or
                otherwise), assets, liabilities, operations, earnings, the Company’s
                Business or prospects of the Company since the date of the Company’s
                Financial Statements;

            


    

    


    
      	 	
              (e)

            	
              no
                legal or regulatory action or proceeding shall be pending or threatened
                by
                any person to enjoin, restrict or prohibit the purchase and sale
                of the
                Purchased Shares contemplated
                hereby;

            


    

    


    
      	 	
              (f)

            	
              no
                material damage by fire or other hazard to the whole or any material
                part
                of the property or assets of the Company shall have occurred from
                the date
                hereof to the Time of Closing;

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    If
      any of
      the conditions contained in this section 5.4 shall not be performed or fulfilled
      at or prior to the Time of Closing to the satisfaction of the Purchaser, acting
      reasonably, the Purchaser may, by notice to the Vendors and the Company,
      terminate this Agreement and the obligations of the Vendors, the Company and
      the
      Purchaser under this Agreement, other than the obligations set forth in Article
      8, shall be terminated, provided that the Purchaser may also bring an action
      pursuant to Article 7 against the Vendors and/or the Company for damages
      suffered by the Purchaser where the non-performance or non-fulfillment of the
      relevant condition is as a result of a breach of covenant, representation or
      warranty by the Vendors or the Company. Any such condition may be waived in
      whole or in part by the Purchaser without prejudice to any claims it may have
      for breach of covenant, representation or warranty.

    


    Article
      6

    CLOSING
      AND EVENTS OF CLOSING


    


    6.1  Closing
      and Closing Date.
      The
      closing (the “Closing”)
      of the
      within purchase and delivery of the Purchased Shares, as contemplated in the
      manner as set forth in Article “2” hereinabove, together with all of the
      transactions contemplated by this Agreement shall occur on December 29, 2006
      (the “Closing
      Date”),
      or on
      such earlier or later Closing Date as may be agreed to in advance and in writing
      by each of the Parties hereto, and will be closed at the offices of solicitors
      for the Purchaser, Devlin Jensen, Barristers and Solicitors, located at Suite
      2550 - 555 W. Hastings St., Vancouver, B.C., V6B 4N5, at 2:00 p.m. (Vancouver
      time) on the Closing Date.

     

    6.2  Latest
      Closing Date.
      If the
      Closing Date has not occurred by January 5, 2007, subject to an extension as
      may
      be mutually agreed to by the Parties for a maximum of 14 days per extension,
      then the Purchaser and the Vendors shall each have the option to terminate
      this
      Agreement by delivery of written notice to the other Party. Upon delivery of
      such notice, this Agreement shall cease to be of any force and effect except
      for
      Article “8” hereinbelow, which shall remain in full force and effect
      notwithstanding the termination of this Agreement.

     

    6.3  Documents
      to be delivered by the Company and the Vendors prior to the Closing
      Date.
      Not
      later than five calendar days prior to the Closing Date, and in addition to
      the
      documentation which is required by the agreements and conditions precedent
      which
      are set forth hereinabove, the Company and the Vendors shall also execute and
      deliver or cause to be delivered to Purchaser’s counsel all such other
      documents, resolutions and instruments as may be necessary, in the opinion
      of
      counsel for the Purchaser, acting reasonably, to complete all of the
      transactions contemplated by this Agreement and including, without limitation,
      the necessary transfer of all of the Purchased Shares to the Purchaser free
      and
      clear of all liens, security interests, charges and encumbrances, and in
      particular including, but not being limited to, the following
      materials:

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              all
                documentation as may be necessary and as may be required by the solicitors
                for the Purchaser, acting reasonably, to ensure that all of the Purchased
                Shares have been transferred, assigned and are registerable in the
                name of
                and for the benefit of the Purchaser under all applicable corporate
                and
                securities laws;

            


    

    


    
      	 	
              (b)

            	
              certificates
                representing the Purchased Shares registered in the name of the Vendors,
                duly endorsed for transfer to the Purchaser and/or irrevocable stock
                powers transferring the Purchased Shares to the
                Purchaser;

            


    

    


    
      	 	
              (c)

            	
              certificates
                representing the Purchased Shares registered in the name of the
                Purchaser;

            


    

    


    
      	 	
              (d)

            	
              a
                certified copy of the resolutions of the directors (and of the
                Vendors/shareholders, if necessary) of the Company authorizing the
                transfer by the Vendors to the Purchaser of the Purchased
                Shares;

            


    

    


    
      	 	
              (e)

            	
              a
                copy of all corporate records and books of account of the Company
                and
                including, without limiting the generality of the foregoing, a copy
                of all
                minute books, share register books, share certificate books and annual
                reports of the Company;

            


    

    


    
      	 	
              (f)

            	
              all
                remaining Business Documentation;
                and

            


    

    


    
      	 	
              (g)

            	
              all
                such other documents and instruments as the Purchaser’s solicitors may
                reasonably require.

            


    

    


    


    6.4  Documents
      to be delivered by the Purchaser prior to the Closing
      Date.
      Not
      later than the Closing Date, and in addition to the documentation which is
      required by the agreements and conditions precedent which are set forth
      hereinabove, the Purchaser shall also execute and deliver or cause to be
      delivered to the Company’s and the Vendors’ counsel, all such other documents,
      resolutions and instruments that may be necessary, in the opinion of counsel
      for
      the Company and the Vendors, acting reasonably, to complete all of the
      transactions contemplated by this Agreement and including, without limitation,
      the necessary acceptance of the transfer of all of the Purchased Shares to
      the
      Purchaser free and clear of all liens, charges and encumbrances, and in
      particular including, but not being limited to, the following
      materials:

    


    
      	 	
              (a)

            	
              a
                copy of the resolutions of the directors of the Purchaser providing
                for
                the approval of all of the transactions contemplated
                hereby;

            


    

    


    
      	 	
              (b)

            	
              an
                executed treasury order of the Purchaser providing for the due issuance
                of
                all of the Purchase Price Common Shares to
                the order and direction of the Vendors in accordance with section
“2.2”
                and “2.3” hereinabove; and

            


    

    


    
      	 	
              (c)

            	
              all
                such other documents and instruments as the Company’s and the Vendors’
                respective solicitors may reasonably
                require.

            


    

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Article
      7

    INDEMNIFICATION
      AND LEGAL PROCEEDINGS

     

    7.1  Indemnification.
      The
      Parties hereto agree to indemnify and save harmless the other Parties hereto
      and
      including, where applicable, their respective affiliates, directors, officers,
      employees and agents (each such party being an “Indemnified
      Party”)
      harmless from and against and agree to be liable for any and all losses, claims,
      actions, suits, proceedings, damages, liabilities or expenses of whatever nature
      or kind, including any investigation expenses incurred by any Indemnified Party,
      to which an Indemnified Party may become subject by reason of the terms and
      conditions of this Agreement.

     

    7.2  No
      Indemnification.
      This
      indemnity will not apply in respect of an Indemnified Party in the event and
      to
      the extent that a court of competent jurisdiction in a final judgment shall
      determine that the Indemnified Party was grossly negligent or guilty of willful
      misconduct.

     

    7.3  Claim
      of Indemnification.
      The
      Parties hereto agree to waive any right they might have of first requiring
      the
      Indemnified Party to proceed against or enforce any other right, power, remedy,
      security or claim payment from any other person before claiming this
      indemnity.

     

    7.4  Notice
      of Claim.
      In case
      any action is brought against an Indemnified Party in respect of which indemnity
      may be sought against any of the Parties hereto, the Indemnified Party will
      give
      the relevant Party hereto prompt written notice of any such action of which
      the
      Indemnified Party has knowledge and such Party will undertake the investigation
      and defense thereof on behalf of the Indemnified Party, including the prompt
      consulting of counsel acceptable to the Indemnified Party affected and the
      payment of all expenses. Failure by the Indemnified Party to so notify shall
      not
      relieve any Party hereto of such Party’s obligation of indemnification hereunder
      unless (and only to the extent that) such failure results in a forfeiture by
      any
      Party hereto of substantive rights or defenses.

     

    7.5  Settlement.
      No
      admission of liability and no settlement of any action shall be made without
      the
      consent of each of the Parties hereto and the consent of the Indemnified Party
      affected, such consent not to be unreasonably withheld.

     

    7.6  Legal
      Proceedings.
      Notwithstanding that the relevant Party hereto will undertake the investigation
      and defense of any action, an Indemnified Party will have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel will be at the expense of the Indemnified
      Party unless:

    


    
      	 	
              (a)

            	
              such
                counsel has been authorized by the relevant Party
                hereto;

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                relevant Party hereto has not assumed the defense of the action within
                a
                reasonable period of time after receiving notice of the
                action;

            


    

    


    
      	 	
              (c)

            	
              the
                named parties to any such action include that any Party hereto and
                the
                Indemnified Party shall have been advised by counsel that there may
                be a
                conflict of interest between any Party hereto and the Indemnified
                Party;
                or

            


    

    


    
      	 	
              (d)

            	
              there
                are one or more legal defenses available to the Indemnified Party
                which
                are different from or in addition to those available to any Party
                hereto.

            


    

     

    7.7  Contribution.
      If for
      any reason other than the gross negligence or bad faith of the Indemnified
      Party
      being the primary cause of the loss claim, damage, liability, cost or expense,
      the foregoing indemnification is unavailable to the Indemnified Party or
      insufficient to hold them harmless, the relevant Party hereto shall contribute
      to the amount paid or payable by the Indemnified Party as a result of any and
      all such losses, claim, damages or liabilities in such proportion as is
      appropriate to reflect not only the relative benefits received by any Party
      hereto on the one hand and the Indemnified Party on the other, but also the
      relative fault of the Parties and other equitable considerations which may
      be
      relevant. Notwithstanding the foregoing, the relevant Party hereto shall in
      any
      event contribute to the amount paid or payable by the Indemnified Party, as
      a
      result of the loss, claim, damage, liability, cost or expense (other than a
      loss, claim, damage, liability, cost or expenses, the primary cause of which
      is
      the gross negligence or bad faith of the Indemnified Party), any excess of
      such
      amount over the amount of the fees actually received by the Indemnified Party
      hereunder.

     

    Article
      8

    NON-DISCLOSURE


    


    8.1  Public
      Announcements and Disclosure to Regulatory Authorities.
      All
      information relating to the Agreement and the transaction contemplated therein
      shall be treated as confidential and no public disclosure shall be made by
      any
      Party without the prior approval of the Company and the Purchaser.
      Notwithstanding the provisions of this Article, the Parties hereto agree to
      make
      such public announcements and disclosure to the Regulatory Authorities of this
      Agreement promptly upon its execution all in accordance with the requirements
      of
      applicable securities legislation and regulations.

     

    Article
      9

    ASSIGNMENT
      AND AMENDMENT


    


    9.1  Assignment.
      Save
      and except as provided herein, no Party hereto may sell, assign, pledge or
      mortgage or otherwise encumber all or any part of its respective interest herein
      without the prior written consent of all of the other Parties
      hereto.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    9.2  Amendment.
      This
      Agreement and any provision thereof may only be amended in writing and only
      by
      duly authorized signatories of each of the respective Parties
      hereto.


    


    Article
      10

    FORCE
      MAJEURE

     

    10.1  Events.
      If any
      Party hereto is at any time prevented or delayed in complying with any
      provisions of this Agreement by reason of strikes, walk-outs, labour shortages,
      power shortages, fires, wars, acts of God, earthquakes, storms, floods,
      explosions, accidents, protests or demonstrations by environmental lobbyists
      or
      native rights groups, delays in transportation, breakdown of machinery,
      inability to obtain necessary materials in the open market, unavailability
      of
      equipment, governmental regulations restricting normal operations, shipping
      delays or any other reason or reasons beyond the control of that Party, then
      the
      time limited for the performance by that Party of its respective obligations
      hereunder shall be extended by a period of time equal in length to the period
      of
      each such prevention or delay.


    


    10.2  Notice.
      A Party
      shall, within seven calendar days, give notice to the other Parties of each
      event of force
      majeure
      under
      section “10.1” hereinabove, and upon cessation of such event shall furnish the
      other Parties with notice of that event together with particulars of the number
      of days by which the obligations of that Party hereunder have been extended
      by
      virtue of such event of force
      majeure
      and all
      preceding events of force
      majeure.

     

    Article
      11

    ARBITRATION


    


    11.1  Matters
      for Arbitration.
      The
      Parties agree that all questions or matters in dispute with respect to this
      Agreement shall be submitted to arbitration pursuant to the terms
      hereof.


    


    11.2  Notice.
      It
      shall be a condition precedent to the right of any Party to submit any matter
      to
      arbitration pursuant to the provisions hereof that any Party intending to refer
      any matter to arbitration shall have given not less than 10 calendar days’ prior
      written notice of its intention to do so to the other Party together with
      particulars of the matter in dispute. On the expiration of such 10 calendar
      days
      the Party who gave such notice may proceed to refer the dispute to arbitration
      as provided in section “11.3” hereinbelow.


    


    11.3  Appointments.
      The
      Party desiring arbitration shall appoint one arbitrator, and shall notify the
      other Party of such appointment, and the other Party shall, within two calendar
      days after receiving such notice, appoint an arbitrator, and the two arbitrators
      so named, before proceeding to act, shall, within 10 calendar days of the
      appointment of the last appointed arbitrator, unanimously agree on the
      appointment of a third arbitrator, to act with them and be chairman of the
      arbitration herein provided for. If the other Party shall fail to appoint an
      arbitrator within 10 calendar days after receiving notice of the appointment
      of
      the first arbitrator, and if the two arbitrators appointed by the Parties shall
      be unable to agree on the appointment of the chairman, the chairman shall be
      appointed under the provisions of the Commercial
      Arbitration Act (British
      Columbia) (the “Arbitration
      Act”).
      Except as specifically otherwise provided in this section, the arbitration
      herein provided for shall be conducted in accordance with such Arbitration
      Act.
      The chairman, or in the case where only one arbitrator is appointed, the single
      arbitrator, shall fix a time and place in Vancouver, British Columbia, for
      the
      purpose of hearing the evidence and representations of the Parties, and he
      shall
      preside over the arbitration and determine all questions of procedure not
      provided for under such Arbitration Act or this section. After hearing any
      evidence and representations that the Parties may submit, the single arbitrator,
      or the arbitrators, as the case may be, shall make an award and reduce the
      same
      to writing, and deliver one copy thereof to each of the Parties. The expense
      of
      the arbitration shall be paid as specified in the award.

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    11.4  Award.
      The
      Parties agree that the award of a majority of the arbitrators, or in the case
      of
      a single arbitrator, of such arbitrator, shall be final and binding upon each
      of
      them.

     

    Article
      12

    DEFAULT
      AND TERMINATION


    


    12.1  Default.
      The
      Parties hereto agree that if any Party hereto is in default with respect to
      any
      of the provisions of this Agreement (herein called the “Defaulting
      Party”),
      the
      non-defaulting Party (herein called the “Non-Defaulting
      Party”)
      shall
      give notice to the Defaulting Party designating such default, and within 10
      calendar days after its receipt of such notice, the Defaulting Party shall
      either:

    


    
      	 	
              (a)

            	
              cure
                such default, or commence proceedings to cure such default and prosecute
                the same to completion without undue delay;
                or

            


    

    


    
      	 	
              (b)

            	
              give
                the Non-Defaulting Party notice that it denies that such default
                has
                occurred and that it is submitting the question to arbitration as
                herein
                provided.

            


    

    


    


    12.2  Arbitration.
      If
      arbitration is sought, a Party shall not be deemed in default until the matter
      shall have been determined finally by appropriate arbitration under the
      provisions of Article “11” hereinabove.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    12.3  Curing
      the Default.
      If:

    


    
      	 	
              (a)

            	
              the
                default is not so cured or the Defaulting Party does not commence
                or
                diligently proceed to cure the default;
                or

            


    

    


    
      	 	
              (b)

            	
              arbitration
                is not so sought; or

            


    

    


    
      	 	
              (c)

            	
              the
                Defaulting Party is found in arbitration proceedings to be in default,
                and
                fails to cure it within five calendar days after the rendering of
                the
                arbitration award,

            


    

    


    the
      Non-Defaulting Party may, by written notice given to the Defaulting Party at
      any
      time while the default continues, terminate the interest of the Defaulting
      Party
      in and to this Agreement.

     

    12.4  Termination.
      In
      addition to the foregoing it is hereby acknowledged and agreed by the Parties
      hereto that this Agreement will be terminated in the event that:

    


    
      	 	
              (a)

            	
              the
                Purchaser’s Ratification is not received within five business days of the
                due and complete execution of this Agreement by each of the Parties
                hereto;

            


    

    


    
      	 	
              (b)

            	
              the
                Purchaser fails to complete a successful and Purchaser’s Initial Due
                Diligence review of the Company’s business and operations within five (5)
                calendar days of the prior satisfaction by the Purchaser of the
                Purchaser’s Ratification;

            


    

    


    
      	 	
              (c)

            	
              the
                conditions specified in section “5.1” hereinabove have not been satisfied
                at or prior to the Time of Closing;

            


    

    


    
      	 	
              (d)

            	
              either
                of the Parties hereto has not either satisfied or waived each of
                their
                respective conditions precedent at or prior to the Time of Closing
                in
                accordance with the provisions of Article “5”
                hereinabove;

            


    

    
      


      
        	 	
                (e)

              	
                
                  either
                    of the Parties hereto has failed to deliver or caused to be delivered
                    any
                    of their respective documents required to be delivered by Articles
“5” and
                    “6” hereinabove at or prior to the Time of Closing in accordance
                    with the
                    provisions of Articles “5” and “6”;
                    or

                

              


      

      
        


        
          	 	
                  (f)

                	
                  
                    by
                      Closing has not occurred on or before January 5, 2007, or such
                      later date,
                      all in accordance with section “6.2” hereinabove;
                      or

                  

                


        

        
          


          
            	 	
                    (g)

                  	
                    
                      by
                        agreement in writing by each of the Parties
                        hereto;

                    

                  


          

           

        

      

    

    and
      in
      such event this Agreement will be terminated and be of no further force and
      effect other than the obligations under Article “8” hereinabove.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Article
      13

    NOTICE


    


    13.1  Notice.
      Each
      notice, demand or other communication required or permitted to be given under
      this Agreement shall be in writing and shall be sent by prepaid registered
      mail
      deposited in a post office addressed to the Party entitled to receive the same,
      or delivered to such Party, at the address for such Party specified above.
      The
      date of receipt of such notice, demand or other communication shall be the
      date
      of delivery thereof if delivered, or, if given by registered mail as aforesaid,
      shall be deemed conclusively to be the third calendar day after the same shall
      have been so mailed, except in the case of interruption of postal services
      for
      any reason whatsoever, in which case the date of receipt shall be the date
      on
      which the notice, demand or other communication is actually received by the
      addressee.

     

    13.2  Change
      of Address.
      Either
      Party may at any time and from time to time notify the other Party in writing
      of
      a change of address and the new address to which notice shall be given to it
      thereafter until further change.

     

    Article
      14

    GENERAL
      PROVISIONS


    


    14.1  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement to date between the Parties hereto
      and supersedes every previous agreement, communication, expectation,
      negotiation, representation or understanding, whether oral or written, express
      or implied, statutory or otherwise, between the Parties with respect to the
      subject matter of this Agreement and including, without limitation, the
      agreement as between the Purchaser, the Vendor and the Company.


    


    14.2  Enurement.
      This
      Agreement will enure to the benefit of and will be binding upon the Parties
      hereto, their respective heirs, executors, administrators and
      assigns.

    


    14.3  Schedules.
      The
      Schedules to this Agreement are hereby incorporated by reference into this
      Agreement in its entirety.

    


    14.4  Time
      of the Essence.
      Time
      will be of the essence of this Agreement.

    


    14.5  Representation
      and Costs.
      It is
      hereby acknowledged by each of the Parties hereto that, as between the Parties
      hereto, Devlin Jensen, Barristers and Solicitors, acts solely for the Purchaser,
      and that each of the Vendors and the Company have been advised by Devlin Jensen
      to obtain independent legal advice with respect to their respective reviews
      and
      execution of this Agreement. In addition, it is hereby further acknowledged
      and
      agreed by the Parties hereto that each Party to this Agreement will bear and
      pay
      its own costs, legal and otherwise, in connection with its respective
      preparation, review and execution of this Agreement, and, in particular, that
      the costs involved in the preparation of this Agreement, and all documentation
      necessarily involved thereto, by Devlin Jensen shall be at the cost of the
      Purchaser.

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    14.6  Applicable
      Law.
      The
      situs of this Agreement is Vancouver, British Columbia and for all purposes
      this
      Agreement will be governed exclusively by and construed and enforced in
      accordance with the laws and Courts prevailing in the Province of British
      Columbia.

    


    14.7  Further
      Assurances.
      The
      Parties hereto hereby, jointly and severally, covenant and agree to forthwith,
      upon request, execute and deliver, or cause to be executed and delivered, such
      further and other deeds, documents, assurances and instructions as may be
      required by the Parties hereto or their respective counsel in order to carry
      out
      the true nature and intent of this Agreement.

    


    14.8  Severability
      and Construction.
      Each
      Article, section, paragraph, term and provision of this Agreement, and any
      portion thereof, shall be considered severable, and if, for any reason, any
      portion of this Agreement is determined to be invalid, contrary to or in
      conflict with any applicable present or future law, rule or regulation in a
      final unappealable ruling issued by any court, agency or tribunal with valid
      jurisdiction in a proceeding to any of the Parties hereto is a party, that
      ruling shall not impair the operation of, or have any other effect upon, such
      other portions of this Agreement as may remain otherwise intelligible (all
      of
      which shall remain binding on the Parties and continue to be given full force
      and agreement as of the date upon which the ruling becomes final).

    


    14.9  Captions.
      The
      captions, section numbers, Article numbers and Schedule numbers appearing in
      this Agreement are inserted for convenience of reference only and shall in
      no
      way define, limit, construe or describe the scope or intent of this Agreement
      nor in any way affect this Agreement.

    


    14.10  Currency.
      Unless
      otherwise stipulated, all references to money amounts herein shall be in lawful
      money of the United States.

    


    14.11  Counterparts.
      This
      Agreement may be signed by the Parties hereto in as many counterparts as may
      be
      necessary, and via facsimile if necessary, each of which so signed being deemed
      to be an original and such counterparts together constituting one and the same
      instrument and, notwithstanding the date of execution, being deemed to bear
      the
      effective Execution Date as set forth on the front page of this
      Agreement.

    


    14.12  No
      Partnership or Agency.
      The
      Parties hereto have not created a partnership and nothing contained in this
      Agreement shall in any manner whatsoever constitute any Party the partner,
      agent
      or legal representative of any other Party, nor create any fiduciary
      relationship between them for any purpose whatsoever. No Party shall have any
      authority to act for, or to assume any obligations or responsibility on behalf
      of, any other party except as may be, from time to time, agreed upon in writing
      between the Parties or as otherwise expressly provided.

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    14.13  Consents
      and Waivers.
      No
      consent or waiver expressed or implied by either Party hereto in respect of
      any
      breach or default by any other Party in the performance by such other of its
      obligations hereunder shall:

    


    
      	 	
              (a)

            	
              be
                valid unless it is in writing and stated to be a consent or waiver
                pursuant to this section;

            


    

    


    
      	 	
              (b)

            	
              be
                relied upon as a consent to or waiver of any other breach or default
                of
                the same or any other obligation;

            


    

    


    
      	 	
              (c)

            	
              constitute
                a general waiver under this Agreement;
                or

            


    

    


    
      	 	
              (d)

            	
              eliminate
                or modify the need for a specific consent or waiver pursuant to this
                section in any other or subsequent
                instance.

            


    

     

    IN
      WITNESS WHEREOF
      each of
      the Parties hereto has hereunto executed this Agreement as of the Execution
      Date
      as set forth on the front page of this Agreement.

     

     

    
      	
              WANXIN
                BIO-TECHNOLOGY   

              LIMITED,
                the Company herein,

            	
              )

              )

            	 	 
	 	)	 	 
	 	)	 	 
	Per: /s/
              Ip Chun Chung Robert	)	 	 
	
              
Authorized
              Signatory	
              )

              )

            	 	
            
	 	 	 	 
	CDOOR
              CORP.,
              the Purchaser herein,	)	 	 
	 	)	 	 
	 	)	 	 
	Per: /s/
              Ka Yu	)	 	 
	
              
Authorized
              Signatory	
              )

              )

            	 	 


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      
        	
                WHEELOCK
                  TECHNOLOGY

                LIMITED,
                  a
                  Vendor herein,

              	
                )

                )

              	 	 
	 	)	 	 
	 	)	 	 
	Per: /s/
                Ip Chun Chung Robert	)	 	 
	
                
Authorized
                Signatory	
                )

                )

              	 	
              
	 	 	 	 
	EVERTEAM
                TECHNOLOGY	)	 	 
	LIMITED,
                a
                Vendor herein,	)	 	 
	 	)	 	 
	Per: /s/
                Tai Sin Fai	)	 	 
	
                
Authorized
                Signatory	
                )

                )

              	 	 


      

      
         

        
          
            	
                    HARA
                      INTELLIGENCE SYSTEMS 

                    CO.
                      LIMITED,
                      a
                      Vendor herein,

                  	
                    )

                    )

                  	 	 
	 	)	 	 
	 	)	 	 
	Per: /s/
                    Chan Chung-Ming	)	 	 
	
                    
Authorized
                    Signatory	
                    )

                    )

                  	 	
                  
	 	 	 	 
	SIGNED
                    and
                    DELIVERED by	)	 	 
	SUTEE
                    KAITSAKULSAK,
                    a
                    Vendor 	)	 	 
	herein, in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	
                    
Witness
                    Signature	
                    )

                    )

                  	 	
                               
                      /s/ Sutee
                      Kaitsakulsak                 
                      

                    SUTEE
                      KAITSAKULSAK

                  
	 	
                    )

                  	 	 
	
                    
Witness
                    Address	
                    )

                    
                      )

                    

                  	 	 
	 	
                    )

                  	 	 
	
                    
Witness
                    Name and Occupation	
                    )

                    
                      )

                    

                  	 	 
	 	 	 	 
	SIGNED and DELIVERED by	
                    )

                  	 	 
	T. DUSADEE,
                    a
                    Vendor 	
                    )

                  	 	 
	herein, in the presence of:	
                    )

                  	 	 
	 	
                    )

                  	 	 
	
                    
Witness
                    Signature	
                    )

                    )

                  	 	
                             
/s/
                      T.
                      Dusadee           

                    T.
                      DUSADEE

                  
	 	
                    )

                  	 	 
	
                    
Witness
                    Address	
                    )

                    )

                  	 	 
	 	
                    )

                  	 	 
	
                    
Witness
                    Name and Occupation	
                    )

                    
                      )

                    

                  	 	 



        

      

    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	SIGNED
              and
              DELIVERED by	)	 	 
	AGNES TONG WONG
              XUE,
              a
              Vendor	)	 	 
	herein, in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	
              
Witness
              Signature	
              )

              )

            	 	
                    
/s/
                Agnes Tong Wong
                Xue       

              AGNES
                TONG WONG
                XUE

            
	 	
              )

            	 	 
	
              
Witness
              Address	
              )

              
                )

              

            	 	 
	 	
              )

            	 	 
	
              
Witness
              Name and Occupation	
              )

              
                )

              

            	 	 
	 	 	 	 
	SIGNED and DELIVERED by	
              )

            	 	 
	WANG HUI,
              a
              Vendor 	
              )

            	 	 
	herein, in the presence of:	
              )

            	 	 
	 	
              )

            	 	 
	
              
Witness
              Signature	
              )

              )

            	 	
                         
                /s/ Wang
                Hui                

              WANG
                HUI

            
	 	
              )

            	 	 
	
              
Witness
              Address	
              )

              )

            	 	 
	 	
              )

            	 	 
	
              
Witness
              Name and Occupation	
              )

              
                )

              

            	 	 


    

     

    
      	SIGNED and DELIVERED by	
              )

            	 	 
	YANG BAN-JUN,
              a
              Vendor 	
              )

            	 	 
	herein, in the presence of:	
              )

            	 	 
	 	
              )

            	 	 
	
              
Witness
              Signature	
              )

              )

            	 	
                     
                     /s/ Yang Ban-Jun    
                        

              YANG
                BAN-JUN

            
	 	
              )

            	 	 
	
              
Witness
              Address	
              )

              )

            	 	 
	 	
              )

            	 	 
	
              
Witness
              Name and Occupation	
              )

              )

            	 	 


       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

    

    Schedule
      A

    


    This
      is
      Schedule “A” to that certain Share Purchase Agreement among CDoor Corp., Wanxin
      Bio-Technology Limited and the vendor shareholders of Wanxin Bio-Technology
      Limited.

     

    Purchased
      Securities and Vendors

     

    
      	Authorized Capital:	 	1,000,000 common shares
	 	 	 
	Issued Capital:	 	1,750 common shares
	 	
               

            	 
	Vendors:	
              Wheelock
                Technology Limited: 

              Unit
                A, 5th
                Floor

              Wing
                Sing Commercial Centre

              12
                Wing Lok Street

              Sheung
                Wan, Hong Kong

            	250 common shares.
	 	 	 
	 	
              Everteam
                Technology Limited: 

              P.O.
                Box 957

              Offshore
                Incorporations Centre

              Road
                Town, British Virgin Islands

            	100 common shares.
	 	
               

            	 
	 	
              Hara
                Intelligence Systems Co. 

              Limited: 

              P.O.
                Box 217

              Apia,
                Samoa

            	100 common shares.
	 	 	 
	 	
              Sutee
                Kaitsakulsak:   

              328
                Charoenkrung 65

              Charoenkrungrd

              Bangkok
                10120

            	200 common shares.
	 	 	
            
	 	
              T.
                Dusadee:    

              c/o
                328 Charoenkrung 65

              Charoenkrungrd

              Bangkok
                10120

            	125 common shares.
	 	 	 
	 	
              Agnes
                Tong Wong Xue:  

              ___________________

              ___________________

            	150 common shares.
	 	 	 
	 	
              Wang
                Hui:    

              2069
                W.44th
                Ave.

              Vancouver,
                Canada

              V6M
                2G1

            	75 common shares.
	 	 	 
	 	
              Yang
                Ban-Jun:   

              No.
                99-A

              Jalan
                Lunas Kulim

              Kedah,
                Malaysia

            	750 common
              shares.



     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    
 

    


    Schedule
      B

     

     

    
 

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
 

    


    Schedule
      C

     

     

    
 

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

    


    Schedule
      D

     

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    



    


    Schedule
      E

     

    
 

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
 

    


    Schedule
      F

     

     

    
 

    
      
        
        

      

      
        38