SHARE PURCHASE AGREEMENT
                            ------------------------

     THIS AGREEMENT made as of the 1st day of July, 2004.
     --------------

B E T W E E N:
--------------

          AMTON INC., a corporation  incorporated under the laws of the State of
          ----------
          New York

          (the "Vendor")
                ------

                                                               OF THE FIRST PART

          MONACO GROUP INC., a  corporation  incorporated  under the laws of the
          -----------------
          State of Delaware

          (the "Purchaser")
                ---------

                                                              OF THE SECOND PART

     WHEREAS the Vendor is the owner, beneficially and of record, of two hundred
     -------
(200) common shares in the capital of Bayshore  Foods Inc. (the  "Corporation"),
                                                                  -----------
being 100% of the issued and  outstanding  shares of the  Corporation  as of the
date hereof;

     AND  WHEREAS  the  Vendor  has  agreed  to sell to the  Purchaser,  and the
     ------------
Purchaser  has  agreed  to  purchase  from the  Vendor,  all of the  issued  and
outstanding  shares of the Corporation  (the "Purchased  Shares") upon the terms
                                              -----------------
and conditions hereinafter set out.

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that in  consideration  of the
     -------------------------------------------
respective covenants herein contained, the parties hereto agree as follows:


ARTICLE 1 - DEFINITIONS AND SCHEDULES
-------------------------------------

1.1   As used in this agreement,  the following words and phrases shall have the
following meanings:

      (a)   "Business"   means  the  business   currently   carried  on  by  the
            Corporation;

      (b)   "Business Day" means a day which is not:

            (i)   a Saturday or a Sunday; or

            (ii)  a day observed as a holiday  under the laws of the Province of
                  Ontario  or the  federal  laws  of  Canada  applicable  in the
                  Province of Ontario;

      (c)   "Corporation" means Bayshore Foods Inc., a corporation  incorporated
      under the laws of the Province of Ontario;


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      (d)   "Date of Closing" or "Closing Date" means the 15th day of July, 2004
      or such earlier or later date as may be agreed to in writing by the Vendor
      and the Purchaser;

      (e)   "Dispute" shall have the meaning  assigned  thereto in Section 13.17
      hereof;

      (f)   "Indemnifier"  shall have the  meaning  assigned  thereto in Section
      12.3 hereof;

      (g)   "Intellectual  Property" shall have the meaning  assigned thereto in
      Section 4.10 hereof;

      (h)   "Note  Payable" shall have the meaning  assigned  thereto in Section
      3.2(a) hereof;

      (i)   "Purchaser  Common Shares" means the defined number of shares of the
      common  stock of the  Purchaser  to be issued to the  Vendor as set out in
      Section 3.2 of this Agreement;

      (j)   "Person" means any  individual,  partnership,  limited  partnership,
      corporation,  joint  venture,  association,  joint stock  company,  trust,
      unincorporated organization or a government or an agency thereof;

      (k)   "Place of Closing" means the offices of the Purchaser;

      (l)   "Promissory Note" shall have the meaning assigned thereto in Section
      3.3 hereof;

      (m)   "Purchase Price" means the  consideration  payable to the Vendor for
      the Purchased Shares pursuant to Section 3.1 hereof;

      (n)   "Purchased  Shares" shall have the meaning  assigned  thereto in the
      recitals to this agreement;

      (o)   "Purchaser"  means  Monaco Group Inc.,  a  corporation  incorporated
      under the laws of the State of Delaware;

      (p)   "Securities Act" means the U.S. Securities Act of 1933, as amended;

      (q)   "Taxes" means:

            (i)   any  corporation,  net income,  gross income,  gross receipts,
            sales,  goods and  services,  use,  profits,  licence,  withholding,
            payroll, employment,  excise, land transfer, property or customs tax
            or  duty or  other  tax,  fee,  assessment  or  charge  of any  kind
            whatsoever  imposed by any  domestic  or foreign  taxing  authority,
            together  with any  interest  and any  penalty,  addition  to tax or
            additional   amount  imposed  by  any  domestic  or  foreign  taxing
            authority; and

            (ii)  any liability of the Corporation for the payment of any amount
            of the type described in Paragraph  1(q)(i) above,  as the result of
            the Corporation being associated with any other person;




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      (r)   "Time of  Closing"  means  11:00  a.m.  (local  time) on the Date of
      Closing,  or such  earlier  or later time on the Date of Closing as may be
      agreed to by the Vendor and the Purchaser; and

      (s)   "Vendor" means AMTON Inc., a New York corporation.

1.2   The schedules attached hereto are hereby incorporated in this agreement by
reference and deemed to be a part hereof.


ARTICLE 2 - AGREEMENT TO PURCHASE
---------------------------------

2.1   Subject to the terms and  conditions  hereof,  the Vendor  agrees to sell,
assign and transfer to the Purchaser,  and the Purchaser agrees to purchase from
the Vendor, the Purchased Shares.


ARTICLE 3 - CALCULATION AND PAYMENT OF PURCHASE PRICE
-----------------------------------------------------

3.1   Subject to the provisions of Section 3.3 below, the purchase price for the
Purchased Shares (the "Purchase Price") is set out in Sections 3.2(a) and 3.2(b)
                       --------------
below.

3.2   The  Purchase  Price  shall  be paid by the  Purchaser  to the  Vendor  as
follows:

      (a)   2 years after the Closing Date,  the Purchaser  shall pay the Vendor
      $350,000 (the "Note  Payable"),  subject to the  provisions of Section 3.3
                     -------------
      below; and

      (b)   Four Hundred Thousand (400,000)  Purchaser Common Shares,  issued in
      accordance with the Vendor's direction;

3.3   The Note Payable  comprising  the Purchase Price to be paid to the Vendor,
as  provided  in  Subsection  3.2(a)  above,  shall be governed by the terms and
conditions of the promissory note (the "Promissory Note") in the form as set out
                                        ---------------
in Schedule 3.3 attached hereto,  and the Purchaser shall pay interest at a rate
of 11% per annum, payable monthly on the outstanding balance of the Note Payable
thereto.


ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR
--------------------------------------------------------

      The  Vendor  hereby  represents  and  warrants  to  and in  favour  of the
Purchaser as follows, and hereby acknowledges and confirms that the Purchaser is
relying on such  representations  and warranties in connection with the purchase
by it of the Purchased Shares:

4.1   The Corporation is a subsisting corporation, duly and validly incorporated
and organized under the laws of the province of Ontario.

4.2   The authorized capital of the Corporation  consists of an unlimited number
of common shares.




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4.3   The only issued and  outstanding  shares in the capital of the Corporation
are two hundred  (200)  common  shares.  All of the said issued and  outstanding
shares are fully paid and non-assessable. There are outstanding no other shares,
warrants,  rights,  options,  securities  convertible  into  shares or any other
evidence whatsoever of an ownership interest in the Corporation.

4.4   The  Corporation  has  not  committed  an act of  bankruptcy,  proposed  a
compromise or  arrangement  to its creditors  generally,  had any petition for a
receiving  order in  bankruptcy  filed  against it,  taken any  proceeding  with
respect to a compromise  or  arrangement,  taken any  proceeding  to have itself
declared bankrupt or wound-up, taken any proceeding to have a receiver appointed
of any part of its assets,  had any  encumbrancer  take possession of any of its
property,  or had any execution or distress become  enforceable or become levied
upon any of its property.

4.5   There are no actions, suits, claims, or legal, administrative, arbitration
or  similar  proceedings,  governmental  investigations,  or  other  proceedings
pending or threatened  against or affecting the  Corporation at law or in equity
or before any federal,  provincial,  municipal or other governmental department,
commission,  board, bureau, agency or instrumentality,  domestic or foreign, nor
to the best of the Vendor's  knowledge is there any reasonable  basis  therefor.
There are no  judgments,  orders,  awards,  decrees  or  executions  outstanding
against the Corporation which might adversely affect the financial  condition of
the Corporation or the conduct of the Business. The Corporation has not received
any  notices  of  default  under  any  laws,  regulations,  by-laws,  orders  or
requirements applicable to the Business.

4.6   The Corporation  has all requisite  corporate power and authority to carry
on the  Business  and to own,  lease and operate the  properties  and assets now
owned,  leased and operated by it. The Corporation is duly qualified and has all
licenses and  registrations  required to carry on the Business and to own, lease
and  operate  its  properties  and  assets  and is in  good  standing  in  every
jurisdiction  in which the character of the Business  conducted or the nature of
the  properties  owned,  leased  or  operated  by it makes  such  qualification,
licenses and/or registrations necessary.

4.7   The  Corporation has been and is now conducting the Business in compliance
with all statutes,  regulations,  by-laws,  orders,  covenants,  restrictions or
plans of all federal, provincial or municipal authorities,  agencies, boards, or
licensing  bodies  applicable to the  Business,  and the  Corporation  holds all
licenses and permits necessary for the carrying on of the Business.

4.8   The Corporation has no subsidiaries. The Corporation owns no shares of any
other  corporation or any rights,  options,  warrants or other securities of any
other  corporation,  and the Corporation is not a party to any agreement for the
purchase,  subscription or issuance of any of the unissued shares in the capital
of any other corporation.

4.9   Except as set out in Schedule "4.9" attached  hereto,  the  Corporation is
not a party to or bound by any  contracts,  instruments  evidencing  or creating
indebtedness, arrangements, leases or other documents (oral or written).

4.10  Except as set forth in Schedule "4.10" attached hereto, the Corporation is
entitled to use,  without  payment of any  applicable  royalty or other fee, all




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<PAGE>






trade names, trade marks, patents, designs,  processes,  copyrights and licences
now used by the  Corporation  in the course of  carrying on the  Business,  (the
"Intellectual Property"),  all as described on Schedule "4.10" hereto. The right
 ---------------------
of the Corporation to use the  Intellectual  Property has never been called into
question or challenged,  and the Corporation is not infringing upon any patents,
trade names, trade marks,  service marks or copyrights,  domestic or foreign, or
any other  industrial  property  or  intellectual  property  rights of any other
person, firm or corporation. The Corporation has not granted any right, title or
interest in and to any other firm, person or corporation,  with the exception of
the  Purchaser,  and the  Corporation is the owner thereof and has the exclusive
right to use the same. The  Corporation  has not received any notice (written or
oral)  claiming  that the conduct of the  Business  infringes  upon the patents,
trade marks, trade names,  service marks or copyrights,  domestic or foreign, or
any other  industrial  property  or  intellectual  property  rights of any other
person, firm or corporation.

4.11  (a) The  Corporation has duly and timely filed in proper form all federal,
      provincial  and other  income,  franchise,  sales,  goods and services and
      other tax returns and all reports  required to be filed by law. All Taxes,
      fees and other  assessments of whatsoever  nature upon the  Corporation or
      its assets or  property  which are due and  payable up to the date  hereof
      have been paid, or have had a reserve in respect thereof established;

      (b)   There are no outstanding  agreements,  waivers or other arrangements
      extending the statutory period of limitations  applicable to the filing of
      any federal,  provincial or other income tax return of the Corporation for
      any  period,  nor has there been any  assessment  or  reassessment  by any
      taxing authority issued or threatened against the Corporation with respect
      to the payment of any Taxes,  charges or deficiencies by the  Corporation;
      and

      (c)   All amounts  stated in all  federal,  provincial  or other income or
      corporation  tax returns which have been filed by the Corporation are true
      and correct.

4.12  The Corporation is not party to any lease agreements;

4.13  No broker, agent, finder,  consultant or other Person has been retained by
or has acted on behalf of the  Corporation  or the Vendor  (other than legal and
accounting advisors),  or is entitled to be paid any sum of money based upon any
agreement  or  understanding  made by the  Corporation  in  connection  with the
transactions  contemplated by this Agreement.  Purchaser shall have no liability
for any broker's  fee,  finder's fee,  consultant's  fee, or other similar third
party remuneration by reason of any action of the Corporation;

4.14  There are no  shareholder  agreements,  voting  agreements,  voting  trust
agreements or other agreements with respect to any shares of the Corporation;

4.15  The warranties  hereunder  shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Purchaser at any time.





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<PAGE>






ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR REGARDING THE VENDOR
-----------------------------------------------------------------------------

      The  Vendor  hereby  represents  and  warrants  to  and in  favour  of the
Purchaser as follows, and hereby acknowledges and confirms that the Purchaser is
relying on such  representations  and warranties in connection with the purchase
by it of the Purchased Shares:

5.1   The Vendor is a subsisting  corporation duly and validly  incorporated and
organized  under the laws of the State of New York and has the  corporate  power
and  authority  to own or lease  its  property  and  assets  and to carry on its
business as now conducted by it.

5.2   The  execution  and  delivery  of this  agreement  by the  Vendor  and the
observance and  performance of the terms and provisions of this agreement on the
part of the Vendor to be performed:

      (a)   will not constitute a violation of applicable law; and

      (b)   will not  constitute a violation or a breach of any provision of any
      contract  or other  instrument  to which the Vendor is a party or by which
      she is bound, or any order, writ,  injunction,  decree,  statute,  rule or
      regulation  applicable to her, or constitute a default (or would, with the
      passage of time or the giving of notice,  or both,  constitute  a default)
      under any contract, agreement or instrument to which the Vendor is a party
      or by which sheshe is bound.

5.3   The Vendor is the registered and beneficial  owner of the Purchased Shares
owned by the Vendor,  with good and marketable  title to such Purchased  Shares,
free of any claim, lien, security interest or encumbrance of any nature or kind,
and as such has the exclusive right and full power to sell,  transfer and assign
such  Purchased  Shares  to the  Purchaser  free of any  claim,  lien,  security
interest or encumbrance of any nature or kind. In addition,  no person,  firm or
corporation  has any  agreement  or option or any right  capable of  becoming an
agreement for the purchase of any of the Purchased Shares,  nor any agreement or
option  or any  right  capable  of  becoming  an  agreement  for  the  purchase,
subscription  or  issuance of any of the  unissued  shares in the capital of the
Corporation.  There is not pending any suit, action or other legal proceeding of
any sort to in any manner  restrain or prevent the Vendor from  effectually  and
legally  transferring its Purchased  Shares to the Purchaser,  free and clear of
all  claims,  liens,  security  interests  and  encumbrances,  or any  action or
proceeding,  the  effect  of which  would be to cause a lien to  attach  to such
Purchased  Shares  or to divest  title to such  Purchased  Shares in any  manner
whatsoever, or to make the Purchaser, the Corporation, the Vendor or any of them
liable for damages in connection  with the transfer of the  Purchased  Shares to
the Purchaser as contemplated  herein,  and the Vendor knows of no such claim in
connection with any of the foregoing.

5.4   The Vendor is not insolvent  and has not  committed an act of  bankruptcy,
proposed a compromise or  arrangement to creditors  generally,  had any petition
for a receiving order in bankruptcy filed against her, taken any proceeding with
respect to a compromise or arrangement, taken any proceeding to have it declared



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<PAGE>






bankrupt,  taken any proceeding to have a receiver  appointed of any part of its
assets, had any encumbrancer take possession of any of its property,  or had any
execution  or  distress  become  enforceable  or become  levied  upon any of its
property.

5.5   There are no actions, suits, claims, or legal, administrative, arbitration
or  similar  proceedings,  governmental  investigations,  or  other  proceedings
pending or, to the knowledge of the Vendor,  threatened against or affecting the
Vendor at law or in equity or before any federal, provincial, municipal or other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  nor, in the opinion of the Vendor, is there any reasonable
basis therefor.

5.6   Upon the due execution and delivery of this agreement by the Vendor,  this
agreement shall  constitute a valid and legally binding  agreement,  enforceable
against the Vendor in accordance with its terms.

5.7   The warranties  hereunder  shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Purchaser at any time.

5.8   Information  Pertaining to Purchaser Common  Shares-The  Vendor represents
and warrants that it has received or has had full access to all the  information
it considers  necessary or appropriate to make an informed decision with respect
to the Purchaser  Common Shares to be received under this Agreement.  The Vendor
further has had an  opportunity  to ask questions  and receive  answers from the
Purchaser   regarding  the  Purchaser's   business  and  to  obtain   additional
information  (to the extent the Purchaser  possesses  such  information or could
acquire it  without  unreasonable  effort or  expense)  necessary  to verify any
information furnished to the Vendor or to which the Vendor had access;

5.9   Acquisition of Purchaser Common  Shares-The Vendor represents and warrants
that it fully  acknowledges  and accepts that the Purchaser  Common Shares to be
received by Vendor  hereunder  will be acquired for  investment for Vendor's own
account,  not as a nominee or agent, and not with a view to the public resale or
distribution  thereof  within the  meaning  of the  Securities  Act of 1933,  as
amended, (the "Securities Act"), and that the Vendor has no present intention of
selling,  granting any participation in, or otherwise distributing the same. The
Vendor also represents  that it has not been formed for the specific  purpose of
acquiring the Purchaser Common Shares;

5.10  Purchaser Common Shares are Restricted-The  Vendor represents and warrants
that it  understands  that the  Purchaser  Common  Shares are  characterized  as
"restricted  securities"  under the  Securities  Act  inasmuch as they are being
acquired from the Purchaser in a transaction not involving a public offering and
that under the Securities Act and applicable regulations thereunder.  The Vendor
further  warrants that it understands that such securities may be resold without
registration under the Securities Act only in certain limited circumstances.  In
this connection,  the Vendor represents that it is familiar with Rule 144 of the
U.S.  Securities and Exchange Commission as presently in effect, and understands
the resale  limitations  imposed  thereby and by the Securities  Act. The Vendor
understands  that the  Purchaser is under no  obligation  to register any of the
securities sold hereunder;




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5.11   Legended  Security-The  Vendor  acknowledges  and  understands  that  the
Purchaser  Common  Shares  acquired by the Vendor  shall  contain the legend set
forth  below and shall only be removed by the  Purchaser  upon  delivery  to the
Purchaser of an opinion by counsel,  reasonably  satisfactory  to the Purchaser,
that a registration statement under the Securities Act is at that time in effect
with  respect  to the  legended  security  or that such  security  can be freely
transferred  in a public sale without  such a  registration  statement  being in
effect and that such  transfer will not  jeopardize  the exemption or exemptions
from  registration  pursuant to which the Purchaser  issued the Purchaser Common
Shares.

                  "THESE   SECURITIES  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
                  SECURITIES  ACT OF 1933 OR ANY STATE  SECURITIES  LAWS.  THESE
                  SECURITIES  MAY NOT BE SOLD  EXCEPT  AS  PERMITTED  UNDER  THE
                  SECURITIES ACT OF 1933 AND APPLICABLE  STATE  SECURITIES LAWS,
                  PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM."

5.12  No broker, agent, finder, consultant, or other Person has been retained by
or has acted on behalf of Vendor (other than legal and accounting advisors),  or
is  entitled  to  be  paid  any  sum  of  money  based  upon  any  agreement  or
understanding made by Vendor in connection with the transactions contemplated by
this Agreement. Purchaser shall have no liability for any broker's fee, finder's
fee,  consultant's  fee, or other similar third party  remuneration by reason of
any action of Vendor.


ARTICLE 6 - COVENANTS OF THE VENDOR
-----------------------------------

6.1   The Vendor hereby covenants that, at the Time of Closing, the Vendor will:

      (a)   furnish the Purchaser  with a certificate of the Vendor stating that
      the  representations  and  warranties  of the  Vendor  contained  in  this
      agreement are true at the Time of Closing,  as though then made,  and that
      the covenants of the Vendor to be complied with at or prior to the Time of
      Closing  have  been  complied  with,  provided  that the  receipt  of such
      evidence and the closing of the transaction  contemplated herein shall not
      be a waiver of the representations, warranties and covenants of the Vendor
      which are contained in this agreement;

      (b)   cause all necessary  steps and  proceedings  to be taken so that the
      Purchased Shares may be properly  transferred to the Purchaser at the Time
      of Closing;  and in that regard,  deliver to the  Purchaser at the Time of
      Closing  certificates  representing  all of  the  Purchased  Shares,  such
      certificates being duly endorsed for transfer to the Purchaser,  and cause
      transfers of all the Purchased Shares to be duly and regularly recorded in
      the name of the Purchaser or as it may in writing direct;

      (c)   cause all of the  directors and officers of the  Corporation  as are
      specified  by the  Purchaser  to  resign  in  favour  of  nominees  of the
      Purchaser.  All shareholder's and director's resolutions required to cause
      the  actions  of this  Section  6.1(d)  shall be  approved  at the Time of
      Closing;




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<PAGE>






      (d)   deliver  and  cause  to be  delivered  by all of the  directors  and
      officers of the  Corporation  and by the  Vendor,  as  shareholder  of the
      Corporation,  a complete release, with effect from the Time of Closing, of
      all claims against the Corporation of any and all matters whatsoever; and

      (e)   deliver and cause to be delivered  to the  Purchaser  the  corporate
      seal, minute books,  share  certificates,  share certificate  books, share
      transfers,  share  register  books,  directors'  register  and any and all
      documents,  records, books, instruments and agreements of or pertaining or
      relating to the Corporation and its Business, property and assets.

6.2   The Vendor hereby covenants that,  subsequent to the Date of Closing,  the
Vendor will:

      (a)   at the  request and  expense of the  Purchaser,  execute and deliver
      such  additional  conveyances,  transfers  and other  assurances as may be
      required to carry out the intent of this  agreement  and to  transfer  the
      Purchased Shares to the Purchaser;

ARTICLE 7 - VENDOR'S COVENANTS WITH RESPECT TO THE PURCHASER COMMON SHARES
--------------------------------------------------------------------------

7.1   The Vendor  covenants  with the Purchaser  that it will not dispose of the
Purchaser Common Shares, or any portion thereof, unless and until:

            (i)   there is then in  effect a  registration  statement  under the
            Securities   Act  covering  such  proposed   disposition   and  such
            disposition is made in accordance with such registration  statement;
            or

            (ii)  the Vendor  shall  furnish  the  Purchaser  with an opinion of
            counsel,   reasonably  satisfactory  to  the  Purchaser,  that  such
            disposition  will not require  registration of such securities under
            the Securities Act.


ARTICLE 8 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
-----------------------------------------------------------

      The  Purchaser  hereby  represents  and  warrants  as  follows  and hereby
acknowledges and confirms that the Vendor is relying on such representations and
warranties in connection with the sale by it of the Purchased Shares:

8.1   The Purchaser is a subsisting  corporation  duly and validly  incorporated
and  organized  under the laws of the State of  Delaware  and has the  corporate
power and  authority to own or lease its property and assets and to carry on its
business as now conducted by it.

8.2   The  execution  and delivery of this  agreement by the  Purchaser  and the
purchase of the Purchased  Shares herein  provided for have been duly authorized
by all necessary corporate action, and the Purchaser has all requisite corporate
power and authority to enter into this agreement and to perform its  obligations
hereunder.





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<PAGE>






8.3   The  execution  and delivery of this  agreement by the  Purchaser  and the
observance and  performance of the terms and provisions of this agreement on the
part of the  Purchaser  to be  observed  and  performed  will not  constitute  a
violation  of  applicable  law or a  violation  or a breach  of the  Purchaser's
charter  documents  or  by-laws  or any  provision  of  any  contract  or  other
instrument  to which the  Purchaser  is a party or by which it is bound,  or any
order, writ, injunction,  decree,  statute, rule or regulation applicable to it,
or  constitute  a default  (or would,  with the passage of time or the giving of
notice,  or both,  constitute  a  default)  under  any  contract,  agreement  or
instrument to which the Purchaser is a party or by which the Purchaser is bound.

8.4   Upon the due  execution and delivery of this  agreement by the  Purchaser,
this  agreement  shall  constitute  a  valid  and  legally  binding   agreement,
enforceable  against the Purchaser in accordance with its terms, except that the
rights and  remedies of the Vendor  hereunder  may be subject to and affected by
the law relating to bankruptcy, insolvency, reorganization and creditors' rights
generally and except that a court may or may not order an  injunction,  specific
performance or other equitable remedies with respect to any particular provision
of this agreement.

8.5   The Purchaser has not committed an act of  bankruptcy,  is not  insolvent,
has not proposed a compromise or arrangement to its creditors generally, has not
had any petition for a receiving  order in bankruptcy  filed against it, has not
made a voluntary  assignment in bankruptcy,  has not taken any  proceeding  with
respect to a compromise  or  arrangement,  has not taken any  proceeding to have
itself  declared  bankrupt or wound-up,  has not taken any  proceeding to have a
receiver  appointed of any part of its assets, has not had any encumbrancer take
possession  of any of its  property,  and has not had any  execution or distress
become  enforceable or become levied upon any of its property.  The  transaction
contemplated herein will not result in the Purchaser becoming insolvent.

8.6   There are no actions, suits, claims or legal, administrative,  arbitration
or similar proceedings, governmental investigations or other proceedings pending
or  threatened  against or affecting the Purchaser at law or in equity or before
any federal, provincial, municipal or other governmental department, commission,
board,  bureau,  agency or  instrumentality,  domestic or  foreign,  which would
adversely  affect  the  ability of the  Purchaser  to  perform  its  obligations
hereunder.

8.7   No broker, agent, finder, consultant, or other Person has been retained by
or has acted on behalf of Purchaser (other than legal and accounting  advisors),
or is  entitled  to be  paid  any sum of  money  based  upon  any  agreement  or
understanding made by Purchaser in connection with the transactions contemplated
by this Agreement. Vendor shall have no liability for any broker's fee, finder's
fee,  consultant's  fee, or other similar third party  remuneration by reason of
any action of Purchaser.

8.8   Acquisition of Purchased  Shares - Purchaser  represents and warrants that
it fully  acknowledges  and accepts that the Purchased  Shares to be received by
Purchaser hereunder will be acquired for investment for Purchaser's own account,
not as a  nominee  or  agent,  and  not  with a view  to the  public  resale  or
distribution  thereof  within the  meaning  of the  Securities  Act of 1933,  as
amended,  and that Purchaser has no present  intention of selling,  granting any





Page 10 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






participation in, or otherwise  distributing the same. Purchaser also represents
that it has not been formed for the specific  purpose of acquiring the Purchased
Shares.

8.9   The warranties  hereunder  shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Vendor at any time.


ARTICLE 9 - COVENANTS OF THE PURCHASER
--------------------------------------

9.1   The Purchaser hereby covenants that, at the Time of Closing, the Purchaser
will:

      (a)   furnish the Vendor with a certificate of an officer of the Purchaser
      stating that the representations and warranties of the Purchaser contained
      in this  agreement  are true at the Time of Closing,  as though then made,
      and that the covenants of the Purchaser to be complied with at or prior to
      the Time of Closing have been complied with,  provided that the receipt of
      such evidence and the closing of the transaction contemplated herein shall
      not be a waiver of the  representations,  warranties  and covenants of the
      Purchaser which are contained in this agreement;

      (b)   execute all  assignments  and documents  delivered  pursuant to this
      agreement at the Time of Closing which require execution by the Purchaser;

      (c)   pay  the  Purchase  Price  to the  Vendor  in  accordance  with  the
      provisions of Article 3.


ARTICLE 10 - CONDITIONS
-----------------------

      Completion of the purchase and sale of the Purchased  Shares  contemplated
herein is subject to the following conditions having been satisfied.  All of the
conditions contained in Sections 10.1, 10.3, 10.4, 10.5 and 10.6 are declared to
be for the  exclusive  benefit of the  Purchaser.  The  condition  contained  in
Section 10.2 are declared to be for the exclusive benefit of the Vendor.  All of
the  conditions  referred to herein are to be  satisfied at the Time of Closing.
The following are the conditions:

10.1   All representations  and warranties  contained  herein on the part of the
Vendor  shall be true at the Time of  Closing,  as though  then made,  and there
shall have been compliance with the covenants and obligations on the part of the
Vendor contained herein which are to be complied with at or prior to the Time of
Closing,  each and every one of which is hereby  deemed to be a condition to the
closing of the transaction contemplated herein.

10.2   All representations  and warranties  contained  herein on the part of the
Purchaser  shall be true at the Time of Closing,  as though then made, and there
shall have been compliance with the covenants and obligations on the part of the
Purchaser contained herein which are to be complied with at or prior to the Time
of Closing,  each and every one of which is hereby  deemed to be a condition  to
the closing of the transaction contemplated herein.

10.3   There shall have been no material adverse change, financial or otherwise,
in the Business.




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<PAGE>






10.4   All necessary regulatory  approvals shall have been obtained with respect
to the completion of the sale of the Purchased Shares to the Purchaser.

10.5   In case any of the foregoing conditions  hereinbefore  declared to be for
the benefit of the Purchaser shall not be satisfied at the Time of Closing,  the
Purchaser may:

      (a)   refuse to complete the  transaction  contemplated  herein by written
      notice to the  Vendor and in such event the  Purchaser  shall be  released
      from all obligations  hereunder,  it being expressly understood and agreed
      that the  Purchaser  may  rely,  notwithstanding  such  refusal,  upon the
      representations,  warranties,  covenants and conditions  contained in this
      agreement; or

      (b)   complete the  transaction  contemplated  herein,  it being expressly
      understood  and agreed that the Purchaser may rely,  notwithstanding  such
      completion, upon the representations, warranties, covenants and conditions
      contained in this agreement,

provided  that any of the said  conditions  may be waived in whole or in part by
the Purchaser  without prejudice to its rights of rescission in the event of the
non-fulfilment and/or non-performance of any other condition or conditions,  any
such waiver prior to the Time of Closing to be binding on the Purchaser  only if
the same is in writing.

10.6   In case any of the foregoing conditions  hereinbefore  declared to be for
the benefit of the Vendor  shall not be  satisfied  at the Time of Closing,  the
Vendor may:

      (a)   refuse to complete the transaction  contemplated herein by notice to
      the  Purchaser  and in such event the Vendor  shall be  released  from all
      obligations  hereunder,  it being expressly understood and agreed that the
      Vendor may rely,  notwithstanding such refusal,  upon the representations,
      warranties, covenants and conditions contained in this agreement; or

      (b)   complete the  transaction  contemplated  herein,  it being expressly
      understood  and  agreed  that the Vendor  may rely,  notwithstanding  such
      completion, upon the representations, warranties, covenants and conditions
      contained in this agreement,

provided  that any of the said  conditions  may be waived in whole or in part by
the Vendor  without  prejudice to its rights of  rescission  in the event of the
non-fulfilment and/or non-performance of any other condition or conditions,  any
such waiver prior to the Time of Closing to be binding on the Vendor only if the
same is in writing.


ARTICLE 11 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
------------------------------------------------------------------

11.1  The representations, warranties and covenants contained in this agreement,
in any schedule hereto,  in any documents to be executed and delivered  pursuant
to this agreement and in any documents executed and delivered in connection with
the completion of the transaction  contemplated herein shall survive the closing
of the transaction  contemplated  herein and,  notwithstanding  such closing and
notwithstanding  any investigations  made by or on behalf of the parties hereto,



Page 12 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






shall  continue  in full  force and effect for a period of one (1) year from the
Date of Closing.

The  parties  hereto  hereby  acknowledge  that if notice  regarding  any matter
contemplated  in this  Article 11 is given by any party  hereto,  acting in good
faith,  to the others of them within the relevant time period  specified in this
Article 11, and if before such matter has been fully dealt with pursuant to this
agreement,  the relevant time period would  expire,  the time period in question
shall be deemed to be extended  (with  respect to such  matter  only) until such
matter has been fully dealt with pursuant to this agreement.


ARTICLE 12 - INDEMNITY
----------------------

12.1   The Vendor  covenants  and  agrees to  indemnify  and save  harmless  the
Purchaser and the Corporation from and against any and all losses,  liabilities,
damages, costs, expenses,  interest,  penalties and claims of any and every kind
whatsoever (including legal and accounting fees incurred in connection therewith
and in connection with any claim under this Article 12) (collectively, "Claims")
                                                                        ------
which at any time or from time to time may be paid, incurred or asserted against
the Purchaser or the Corporation with respect to or as a result of any breach of
or non-compliance with or untruth of any of the  representations,  warranties or
covenants of the Vendor contained in this agreement,  in any schedule hereto, in
any documents to be executed and delivered  pursuant to this agreement or in any
documents  executed  and  delivered in  connection  with the  completion  of the
transaction contemplated herein.

12.2  The  Purchaser  covenants  and agrees to indemnify  and save  harmless the
Vendor  from  and  against  any and all  losses,  liabilities,  damages,  costs,
expenses,  interest,  penalties  and  claims  of any and every  kind  whatsoever
(including  legal and  accounting  fees incurred in connection  therewith and in
connection  with any claim under this Article 12) which at any time or from time
to time may be paid,  incurred or asserted against the Vendor with respect to or
as a result of any breach of or  non-compliance  with,  or untruth of any of the
representations,  warranties  or  covenants of the  Purchaser  contained in this
agreement, in any schedule hereto, in any documents to be executed and delivered
pursuant  to this  agreement  or in any  documents  executed  and  delivered  in
connection with the completion of the transaction contemplated herein.

12.3  The Purchaser or the Vendor,  as the case may be, shall give notice to any
party (the "Indemnifier") liable to it or them pursuant to Section 12.1 or 12.2,
            -----------
as the case may be, as soon as  reasonably  possible  of any claims  asserted by
third parties for which the  Indemnifier  may be liable pursuant to this Article
12 and shall provide reasonable  particulars  thereof, and the Indemnifier shall
have the right,  at its sole expense,  to participate in any  negotiations  with
respect  thereto and to dispute and contest any such claims  provided that it so
notifies the party giving notice within ten (10) Business Days of receiving such
notice  and  furnishes  to the  party  giving  notice  such  security  or  other
assurances  as such party may  reasonably  request in  connection  therewith and
provided  further that such dispute is prosecuted or  negotiations  conducted by
the  Indemnifier in good faith and with due  diligence.  The party giving notice
will fully  cooperate with the Indemnifier and its solicitors in any proceedings
with  respect to any such  claims.  Provided  further that in the event that the
party giving notice shall be unable to obtain timely advice from the Indemnifier
with  respect to any such matter,  the party giving  notice shall be entitled to



Page 13 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






deal with same in such manner as it, in the reasonable exercise of its judgment,
deems appropriate.

12.4  The Vendor's obligation to indemnify the Purchaser shall only apply to the
extent that the Claims in respect of which the Vendor has given an indemnity, in
the aggregate, exceed $5,000;

12.5  The rights and benefits  provided in this Article 12 are  supplemental  to
any other  rights,  actions or causes of action which may arise  pursuant to any
other part of this agreement.

The Vendor hereby waives any right, whether arising at law or in equity, to seek
contribution,  cost recovery,  damages, or any other recourse or remedy from the
Purchaser  and  the  Corporation,  and  hereby  release  the  Purchaser  and the
Corporation  in respect of,  from and  against any and all losses,  liabilities,
damages, costs, expenses,  interest,  penalties and claims of any and every kind
whatsoever  with  respect  to those  matters  which  are the  subject  matter of
indemnification pursuant to Section 12.1 of this agreement.


ARTICLE 13 - GENERAL CONTRACT PROVISIONS
----------------------------------------

13.1  The closing of the transaction contemplated herein shall take place at the
Time of Closing,  on the Date of Closing,  at the offices of the Purchaser or at
such other place as may be agreed to in writing by the parties hereto.

13.2  All notices, requests, demands or other communications by the terms hereof
required  or  permitted  to be given by one party to  another  shall be given in
writing by personal  delivery or by  facsimile  transmission  addressed  to such
other party or delivered to such other party as follows:

      (a)   to the Purchaser at:   20A Voyager Court South
                                   Etobicoke, ON, Canada, M9W 5M7
                                   Facsimile No.: (416) 213-9057

      (b)   to the Vendor at:      2 Independence Court
                                   New City, New York, USA, 10956
                                   Facsimile No.: (914) 633-5114

or at such other address as may be given by any of them to the others in writing
from time to time, and such notices,  requests,  demands or other communications
shall be deemed to have been received when  delivered,  or, if sent by facsimile
transmission,  on the date of transmission  unless sent on a non-Business Day or
after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been
received on the next Business Day following the day of such transmission.

13.3  Any tender of documents or money  hereunder may be made upon the Vendor or
the  Purchaser  or their  respective  solicitors,  and money may be  tendered by
negotiable cheque from a bank within the meaning of the Bank Act (Canada).

13.4  The parties  hereto  covenant and agree to sign such other  papers,  cause
such meetings to be held, resolutions passed and bylaws enacted,  exercise their



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<PAGE>






vote and  influence,  do and  perform  and cause to be done and  performed  such
further and other acts and things as may be  necessary  or desirable in order to
give full effect to this agreement and every part hereof.

13.5  This  agreement  shall be governed by the laws of the  Province of Ontario
and the federal laws of Canada applicable therein.

13.6  Except as otherwise  stated  herein,  dollar  amounts  referred to in this
agreement shall be in Canadian funds.

13.7  All  words  and  personal  pronouns  relating  thereto  shall  be read and
construed  as the number and gender of the party or parties  referred to in each
case require and the verb shall be construed as agreeing  with the required word
and/or pronoun.

13.8  The division of this agreement into articles,  sections,  subsections  and
schedules  is for  convenience  of  reference  only and  shall  not  affect  the
interpretation or construction of this agreement.

13.9  Each party shall be responsible for its own legal and audit fees and other
expenses  incurred in  connection  with the purchase  and sale of the  Purchased
Shares,  the  completion  of  the  transaction   contemplated   herein  and  any
post-closing matters in connection with the transaction contemplated herein.

13.10  No obligation of any party  pursuant to this agreement to use  reasonable
efforts,  best  efforts or to attempt to obtain a consent,  approval  or waiver,
shall  obligate such party to make any payment to any person or pay an increased
rental  (except as provided  for herein) or other charge or fee or make or incur
any additional payment, guarantee or financial contribution or arrangement or to
institute legal or arbitration or other proceedings in connection therewith.

13.11  Time shall be of the essence of this agreement  and of every part hereof,
and no extension or variation  of this  agreement  shall  operate as a waiver of
this provision.

13.12  This agreement shall constitute the entire agreement  between the parties
hereto with respect to all of the matters herein and this agreement shall not be
amended except by a memorandum in writing  signed by all of the parties  hereto,
and any  amendment  hereof  shall be null and void and shall not be binding upon
any  party  which  has not  given  its  consent  as  aforesaid.  This  agreement
supersedes all prior agreements,  arrangements and understandings,  whether oral
or written, express or implied, with respect to the subject matter hereof.

13.13  No party hereto may assign this agreement or any part hereof  without the
prior written  consent of the other party hereto.  This agreement shall enure to
the  benefit  of and be binding  upon the  parties  hereto and their  respective
heirs, executors, administrators, successors and permitted assigns.

13.14  No public announcements  shall be released or disclosure  made concerning
the transaction  contemplated  herein by any party hereto without the consent of
the  others of them;  provided  that any  party  shall be  entitled  to make all
announcements, without any consent of the other but after making best efforts to
give  prior  notice  to the  others,  necessary  to  enable  it to  comply  with
applicable law and with the rules of regulatory bodies having jurisdiction.  Any



Page 15 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






party required by law or any regulatory body to file copies of this agreement or
any agreements  contemplated hereby shall do so only after having duly requested
confidential  treatment  thereof pursuant to any procedure that may be available
therefor.

13.15  The Purchaser and the Vendor agree that all  information  relating to the
Corporation  and the  Purchaser  and  those  with whom the  Corporation  and the
Purchaser have business  dealings and to their  respective  assets and legal and
financial condition obtained pursuant to this agreement is strictly confidential
and shall be used only for the purposes  provided for in this agreement.  In the
event that this  transaction  is  terminated  for any reason,  each party hereby
agrees to return all information  obtained in any type of medium,  including all
copies of any nature, and not to use such information for its own purposes or to
divulge such information to any third party.

13.16  In the event that any of the representations,  warranties or covenants or
any  portion  of them  contained  in this  agreement  are  unenforceable  or are
declared invalid for any reason whatsoever,  such unenforceability or invalidity
shall not affect the  enforceability  or the validity of the remaining  terms or
portions of this agreement,  and such  unenforceable or invalid  representation,
warranty or covenant or portion thereof shall be severable from the remainder of
this agreement.

13.17  If any dispute or question (a "Dispute")  shall arise between the Vendor,
                                      -------
on  the  one  hand,  and  the  Purchaser,  on the  other  hand,  concerning  the
interpretation of this agreement or any part thereof,  the parties shall attempt
in good faith to  resolve  such  Dispute.  If the  parties  have not agreed to a
settlement  of the  Dispute  within  thirty (30) days from the date on which the
Dispute  first became  known to both  parties,  then the parties  agree that the
Dispute shall be submitted to arbitration  pursuant to the Arbitration Act, 1991
(Ontario). Such Dispute shall not be made the subject matter of an action in any
court by any party unless the Dispute has first been  submitted  to  arbitration
and finally  determined in accordance  with the  provisions of Schedule  "13.17"
hereto,  and in such  event,  such  action  shall be  subject  to the  exclusive
jurisdiction  of the courts of the  Province  of Ontario and each of the parties
hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of
the Province of Ontario.  Any such action commenced thereafter shall only be for
the purpose of enforcing the decision of the arbitrator and the costs incidental
to the action.  In any such  action,  the  decision of the  arbitrator  shall be
conclusively  deemed to  determine  the rights and  liabilities  as between  the
parties to the arbitration in respect of the Dispute.

13.18  This agreement  may be executed  in several  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and  such  counterparts
together shall constitute one and the same agreement and  notwithstanding  their
date of  execution  shall be deemed to be  executed  on the date  first  written
above.  The  delivery  of an  executed  counterpart  copy of this  agreement  by
facsimile or telecopy shall be deemed to be the equivalent of the delivery of an
original executed copy thereof.








Page 16 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






      IN WITNESS WHEREOF the parties hereto have duly executed this agreement as
of the 1st day of July, 2004.



                                              MONACO GROUP INC.

                                              Per:    /s/ Suzanne Lilly
                                                   -----------------------------



                                              AMTON INC.

                                              Per:   /s/ John Dolan
                                                   -----------------------------









































Page 17 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






                                 SCHEDULE "3.3"
                                 --------------

                                 PROMISSORY NOTE
                                 ---------------


$350,000.00 Canadian Dollars                                    Toronto, Ontario
                                                                July 1st, 2004


FOR VALUE  RECEIVED,  Monaco Group Inc.,  (the  "Debtor")  whose  address is 20A
                                                 ------
Voyager Court South,  Etobicoke,  Ontario,  Canada, M9W 5M7 on or after June xx,
2004  promises  to pay  to  the  order  of  Amton  Inc.,  (the  "Lender"),  at 2
                                                                 ------
Independence Court, New City, New York, USA, 10956 or at such other place as may
be designated by Lender in writing, the principal sum equalling the total amount
of  business  financing  provided  by Lender for the  Debtor,  which at the date
hereof  totals  $350,000.00.  Both  principal and interest are payable in lawful
money of the Canada.

Principal and Interest payments are due as follows:

      (a)   the  Monthly  Payments  commencing  on the  First  Payment  Date and
            thereafter  the 1st  day of  each  calendar  month  for a  total  of
            twenty-four (24) consecutive months;

      (b)   the Final Payment on the Maturity Date;

      (c)   upon any default of payment as aforesaid or any other  Default,  the
            whole  of  the  principal  moneys  remaining  unpaid  together  with
            interest.

      Interest  shall  be paid to the  Lender  by the  Debtor,  with  the  first
interest  payment due on the First Payment Date and thereafter on the 1st day of
each calendar month, on the unpaid principal  balance thereof at a rate equal to
11% per annum, unless any Event of Default occurs.

      The  happening  of  any  of  the  following  events  or  conditions  shall
constitute default hereunder which is herein referred to as "Default":

      (a)   the non-payment when due,  whether by acceleration or otherwise,  of
            any  principal  or interest  forming  part of this  Debenture or the
            failure of Debtor to observe or perform  any  obligation,  covenant,
            term,  provision  or condition  contained  in this  Debenture or any
            other agreement between Debtor and Lender;

      (b)   the  death  of  or a  declaration  of  incompetency  by a  court  of
            competent jurisdiction with respect to Debtor, if an individual;

      (c)   the bankruptcy or insolvency of Debtor; the filing against Debtor of
            a  petition  in  bankruptcy;  the  making of an  assignment  for the
            benefit of creditors  by Debtor;  the  appointment  of a receiver or
            trustee for Debtor of for any assets of Debtor or the institution by
            or  against  or  against  Debtor  of any  other  type of  insolvency
            proceeding under the Bankruptcy Act or otherwise;

      (d)   the  institution  by or  against  Debtor of any  formal or  informal
            proceeding  for the  dissolution or  liquidation  of,  settlement of
            claims against or winding-up of affairs of Debtor;





Page 18 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






      (e)   if Debtor ceases or threatens to cease to carry on business or makes
            or  agrees  to make a bulk sale of  assets  without  complying  with
            applicable  law  or  commits  or  threatens  to  commit  an  act  of
            bankruptcy; and

      (f)   if any  execution,  sequestration,  extent or other  process  of any
            court becomes enforceable against Debtor or if distress or analogous
            process is levied upon the assets of Debtor or any part thereof.

      Debtor  may  prepay  this  Loan in whole  or in part on any  date  without
premium or penalty; provided,  however, any partial prepayment, when made, shall
be credited first to the late charges and other expenses  payable to Lender,  if
any, then to interest  then due and payable.  The remainder of each such payment
shall be then  credited to the unpaid  principal  indebtedness  evidenced by the
provisions  of this Loan,  and interest  thereupon  shall cease to accrue on any
amounts so credited to such unpaid principal.

      Unless  otherwise  defined,  all initially  capitalized  terms used herein
shall have the following meanings:

            "Loan" means the loan of  $350,000.00  (Canadian  Dollars) which the
             ----
            Lender has agreed to provide to the Debtor;

            "Maturity Date" means July 1, 2006;
             --------

            "Monthly Payments" means the monthly amount due to the Lender,  when
             ----------------
            paid to the  Lender by the  Debtor,  shall  constitute  an  interest
            payment  equal to 11% per annum on the unpaid  principal  balance of
            the Loan;

            "Final  Payment"  means the amount due to the Lender on the Maturity
             --------------
            Date,  when paid to the Lender by the Debtor,  shall  constitute the
            total principal balance of the Loan plus all outstanding interest;

            "First Payment Date" means July 1, 2004.
             ------------------

      The Debtor  hereby  waives  demand,  presentation  for payment,  notice of
non-payment, protests and notice of protests for this Debenture.

      IN  WITNESS  WHEREOF  the  Debtor  has  caused  its  corporate  seal to be
hereunder  affixed  and this  Debenture  to be  signed  by its  duly  authorized
officers as of July 1st, 2004.

                                           MONACO GROUP INC.

                                           Per:   /s/ Suzanne Lilly
                                               -------------------------------

                                           I have authority to bind the Debtor


                                           AMTON INC.

                                           Per:  /s/ John Dolan
                                               -------------------------------

                                           I have authority to bind the Lender




Page 19 of 24 -  Share Purchase Agreement                     Initial __________
<PAGE>






                                 SCHEDULE "4.9"
                                 --------------

                              CONSULTING AGREEMENT
                              --------------------


            THIS AGREEMENT made as of the 7th day of May, 2004.
            --------------

B E T W E E N:
--------------

                  BAYSHORE FOODS INC., a corporation duly incorporated under the
                  -------------------
                  laws of the Province of Ontario

                  ("Bayshore")

                                                               OF THE FIRST PART

                  - and -

                  TOUGH COOKIE,  INC., a corporation duly incorporated under the
                  -------------------
                  laws of the Province of Ontario

                  (The "Consultant")

                                                              OF THE SECOND PART

      IN CONSIDERATION  of the mutual covenants and agreements  herein contained
      ----------------
and other good and valuable  consideration (the receipt and sufficiency of which
is hereby acknowledged), the parties hereto covenant and agree as follows:

1.    Appointment
      -----------

      Bayshore  shall  retain  and the  Consultant  shall  serve  Bayshore  as a
consultant on the conditions and for the remuneration hereinafter set out.

2.    Consulting Services
      -------------------

      The Consultant  shall provide the following  services (the  "Services") to
Bayshore:

            (i)   assist  with the  maintenance  and  development  of sales  and
                  service of existing Bayshore Foods Inc. customers;

            (ii)  identify and assist with sales to  prospective  customers  for
                  products under Bayshore;

            (iii) assist with identifying companies (both in Canada and the USA)
                  who are capable of  manufacturing  products  for  Bayshore and
                  with negotiating  terms with prospective  manufacturers  where
                  required; and

            (iv)  to be periodically available for staff meetings related to the
                  marketing of Bayshore Foods Inc. products.

      The Consultant  shall report directly to the President of Bayshore.  It is
acknowledged  and  understood  that the  Consultant,  in providing the Services,
shall work 16 days per month.




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<PAGE>






3.    Term
      ----

      The term shall be twelve (12) calendar months, commencing on May10th, 2004
(the  "Term").  Either party may elect to  terminate  this  Agreement  effective
November 10th, 2004 by providing the other party with one month's written notice
of the party's  intention to do so. The parties agree that this Agreement may be
renewed,  upon the written  agreement of the parties following the expiry of the
Term.

4.    Compensation
      ------------

      In  consideration  for  the  services  to be  rendered  hereunder  by  the
Consultant,  Bayshore agrees to pay the Consultant a consulting fee of $6,000.00
per month, plus GST. The Consultant shall invoice Bayshore on the first business
day of each  calendar  month of the Term  and  such  invoices  shall be due upon
receipt.  The  invoice  will  indicate  the amount  owing to the  Consultant  by
Bayshore for the coming month, along with the Consultant's  G.S.T.  registration
number.

5.    Expenses
      --------

      The parties agree that Bayshore shall:

            (i)   pay the  Consultant a total of $1,200 per month for all travel
                  expenses,  meals,  parking  and other  miscellaneous  expenses
                  incurred by the  Consultant  within a 75  kilometer  radius of
                  Toronto;

            (ii)  book and pay for  necessary  flights  and car rentals for such
                  travel; and

            (iii) reimburse the Consultant for all  reasonably  incurred  meals,
                  entertainment,  lodging  and  travel  expenses  for all  trips
                  beyond a 75  kilometer  radius of Toronto and upon  submitting
                  receipts to Bayshore.

6.    Independent Contractor
      ----------------------

      The  Consultant  is retained as an  independent  contractor  and not as an
employee or agent of Bayshore.  The  Consultant  has no  entitlement to benefits
other than those  specified  in this  Agreement.  Bayshore  will not perform any
functions of an employer including without limitation,  the making of deductions
for income tax, Canada Pension Plan, Employment Insurance, or similar government
legislated  programs from the payments due to the Consultant  under the terms of
this Agreement. Those functions are solely the responsibility of the Consultant.
The  Consultant  shall not enter into any  agreement or incur any  obligation on
behalf of Bayshore unless expressly provided for in writing.

7.    Ownership
      ---------

      Both  during  the Term of this  Agreement  and any  renewal  thereof,  and
following  the  termination  of this  Agreement,  Bayshore  will be vested  with
ownership of all files, accounts and business produced by the Consultant.

8.    General
      -------

            (i)   Entire  Agreement.   This  Agreement  sets  forth  the  entire
                  -----------------
                  agreement and  understanding  between the parties  relating to
                  the subject matter  contained  herein and supersedes all other
                  prior agreements, oral or written, heretofore made between the
                  parties. Any amendment hereto must be in writing and signed by
                  an officer of each of the parties.




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<PAGE>






            (ii)  Applicable Law. The construction, interpretation, validity and
                  --------------
                  enforcement  of this Agreement will be governed by the laws of
                  the  Province of Ontario  and the parties  agree to submit any
                  matter in dispute to the courts of the Province of Ontario.

            (iii) Assignment. No assignment, transfer or sub-contracting of this
                  ----------
                  Agreement,  the  Services,  or  of  any  right  or  obligation
                  hereunder  will be made by the Consultant  without  Bayshore's
                  prior written approval, which may be unreasonably withheld.

            (iv)  Severability. If any provision of this Agreement shall be held
                  ------------
                  illegal or  unenforceable,  that provision shall be limited or
                  eliminated  to the  minimum  extent  necessary  so  that  this
                  Agreement shall otherwise  remain in full force and effect and
                  enforceable.

            (v)   Waivers.  The  waiver  by  either  party  of a  breach  of any
                  -------
                  provisions  contained  herein shall be in writing and shall in
                  no way be  construed as a waiver of any  succeeding  breach of
                  such provision or the waiver of the provision itself.

            (vi)  Captions. Paragraph captions are inserted for convenience only
                  --------
                  and in no way are to be construed  to define,  limit or affect
                  the construction or interpretation hereof.

9.    Independent Legal Advice
      ------------------------

      The  Consultant  acknowledges  that it has had  independent  legal  advice
regarding the execution of this Agreement, or has been advised of its respective
right to obtain  independent  legal advice,  and has had sufficient time to read
and review this Agreement,  and if it has not in fact obtained independent legal
advice, acknowledges herewith that it understands the contents of this Agreement
and that it is executing  the same  voluntarily  and without  pressure  from the
other parties or anyone on their behalf.

      IN WITNESS  WHEREOF this Agreement has been executed by the parties to it,
      -------------------
the day, month and year first written above.

                                       BAYSHORE FOODS INC.

                                       Per:
                                           -------------------------------

                                       I have authority to bind the corporation.



                                       TOUGH COOKIE, INC.

                                       Per:
                                           -------------------------------
                                            Penelope M. Hill

                                       I have authority to bind the corporation.






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<PAGE>






                                 SCHEDULE "4.10"
                                 ---------------

                              INTELLECTUAL PROPERTY
                              ---------------------

Trademarks:
-----------

      1)    Amigos (Canada and USA)
            Canadian Registration Numbers:
            a)    TMA586972
            b)    TMA589918

            USA Serial Numbers:
            a)    76408556
            b)    76407855


      2)    Jimmy Pop Corn (not yet registered)
            Canadian Application Number: 1184301







































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<PAGE>






                                SCHEDULE "13.17"
                                ----------------

                                   ARBITRATION
                                   -----------

(a)   The  arbitral  tribunal  shall  consist  of one  arbitrator  who  shall be
appointed  by mutual  agreement  of the  parties  or, in the event of failure to
reach agreement within 10 days following  delivery of the notice of arbitration,
either party may apply to a judge of the Superior Court of Justice of Ontario to
appoint an  arbitrator.  The  arbitrator  shall be qualified  by  education  and
training to pass upon the particular matter to be decided.

(b)   The parties shall instruct the  arbitrator  that time is of the essence in
proceeding with his determination of any dispute, claim, question or difference.

(c)   The  parties  agree  that  the  party  which  is  not  successful  in  the
arbitration  shall pay the expenses and fees of the arbitrator,  the expenses of
the shorthand  reporter,  the cost of transcripts  and the hearing room and both
parties'  respective  costs  of  preparing  and  presenting  its  own  case  and
witnesses.  The arbitrator shall not have jurisdiction to make an award of costs
with respect to the arbitration except in accordance with the foregoing.

(d)   All documents, reports, exhibits and information disclosed by either party
or its  experts in the  arbitration  shall be treated by the other party and the
arbitrator as confidential  and shall not be used for any purpose other than the
arbitration.  The arbitration award and the reasons therefor shall be treated by
both parties and the  arbitrator as  confidential  and shall not be used for any
purpose other than the arbitration.

(e)   The  arbitration  shall be  conducted in English and shall take place at a
convenient location in the City of Toronto to be determined by the arbitrator.




















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