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








	FEB. 8, 2006 	WED 09:42 AM 	FAX 604 557 6650     Northwest
      Law Group 	002
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988133    	  	[illegible] 	12:03 	PM Page 1


Copy

	06x0018.doc 	  	  
	 
	Number               
      0 0 1 8               
      of the document register for 2006 
	 	 	 
	Purchase contract
    	  	  
	 	 
	Negotiated at Wegberg on January 10, 2006. 	  
	 	 	 
	Before me, 	  	  


Johannes Christian Freuen,

notary for the Duesseldorf Higher Regional Court District, with
  registered offices in Wegberg, appeared:

	1. 	
      Mr. Theo Schmitz, born on January 3, 1951, public
      official, serving in Wegberg, Bahnhofstrasse 22, acting here:

	 	 
		
      as agent of the company with limited liability registered
      in the commercial register of the Moenchengladbach local court under HRB
      8688 as the firm



	 	 
	 	"Stadtentwicklungsgesellschaft der Stadt Wegberg mbH"

        [Urban Development Company for the City of Wegberg, Inc.]

	 	 
	 	 with registered offices in Wegberg, on the basis of
        the power of attorney from September 4, 2001, document UR number 1103/2001
        from the certifying notary. The power of attorney was provided to the
        notary as a copy; a certified copy of the power of attorney is enclosed
        with this record.



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 	 	                                 Northwest
      Law Group 	003
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 2


- 2 -

- the Stadtentwicklungsgesellschaft der
Stadt Wegberg [Urban Development Company of the City of Wegberg] is referred to
as "SBG" as well as "the seller" for short -

	2. 	
      Dr. Manfred Friedrich Paul Sappok, born on September 7,
      1945, serving at 41844 Wegberg, Friederich-List-Allee 10,

	 	 
	3. 	
      Mr. Dieter Wagels, born on March 29, 1961, serving at
      41844 Wegberg, Friedrich-List-Allee 10,

	 	 
		
      both of whom act here not in their own names but rather
      as the managing directors with sole representative authority in each case
      for the company with limited liability registered in the commercial
      register of the Moenchengladbach local court under HRB 11047 as the
      firm



"Clyvia Technology GmbH",

with registered offices in
Wegberg,
(Postal address: 41844 Wegberg, Friedrich-List-Allee 10),

- Clyvia Technology GmbH is referred to
below as "the buyer" for short -

Mr. Schmitz is known to the notary personally. To assure the
notary, Dr. Sappok proved his identity by providing his official photo
identification. Mr. Wagels was not able to prove his identity, but nevertheless
promised to subsequently provide his official photo identification at once,
which should not be remarkable for the execution of the contract according to
the instructions of the participants.

On the basis of an examination of the commercial register
carried out on January 10, 2006, at the Moenchengladbach local court, I, the
notary, hereby certify that

FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 	WED 09:43 AM	FAX 604 557 6650 Northwest Law Group 	 	 	004
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 3


- 3 -

On today's date, Dr. Manfred Sappok and Mr. Dieter Wagels were
authorized as the exclusive representative in each case for the company

"Clyvia Technology GmbH"
with registered offices in
Wegberg,

registered under HRB 11047.

The parties agree to the following

P u r c h a s e    c o n t r a c t



negotiated as indicated:
     § 1
Preliminary
remarks

	1. 	
      In the land register of the Erkelenz von Wildenrath local
      court, sheet 0604, the following ownership of real estate is recorded in
      the real property register

	 	 
		
      serial number 19

		
      Wildenrath district, area 6 and area section 233,
      building and open space, Friedrich-List-Allee, size 50.52 are

	 	 
	2. 	
      Owner recorded in the land register:

		
      "Stadtentwicklungsgesellschaft der Stadt Wegberg
    mbH"

	 	 
	3. 	
      Encumbrances recorded in the land
  register:




	Section II: 	  
	serial number 1: 	Limited personal easement (release for
      objectionable equipment and 
	  	facilities) for Siemens AG in Berlin and Munich
    


FEB 8, 2006 WED 04:01 [TX/RX NO 6177]




 

	 FEB. 8, 2006 WED 09:43 AM FAX 604 557 6650
      Northwest Law Group 	005
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 4


- 4 -

	    serial number 13: 	Easement on real estate (emissions acquiescence)
    
	 	 
	    serial number 14: 	Easement on real estate (emissions forbearance)
    
	 	 
	    Section III: 	  
	    serial number 1: 	Mortgage of EUR 32,952,250.45 for the west German
      Landesbank 
	  	Girozentrale, Duesseldorf/Munster 
	 	 
	    serial number 3: 	Mortgage of EUR 1,000,000.00 for Kreissparkasse
      Heinsberg in Erkelenz 
	 
	4. The notary had this land register content determined
      on December 13, 2005. 
	 	 
	5. The charges on property in section III numbers
      1 and 3 are not assumed by the buyer. The real property sold is to be released
      from joint liability for these encumbrances. 


§ 2
Subject matter of the contract

1. The seller sells and the buyer accepts the real property
described above

Wildenrath district
Area 6 and area
section 233

with important elements and
appurtenances.

2. The real property sold involves commercial space and green
space.

FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:43 AM FAX 604 557 6650
      Northwest Law Group 	006
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 5


- 5 -

  

  § 3

  Purchase price

	1.	The net purchase price for the subject matter of the purchase mentioned
      above amounts to a total of
	 	 
	 	EUR 112,050.00

	 	 
	 	(in words: one hundred twelve thousand fifty Euros).
 

      This is accounted for 

      a) by the commercial spaces sold of a total of approximately 4,102 m2
      x 25.00 EUR/m2 = 102,550.00 EUR.

      b) by the green spaces sold of a total of approximately 950 m2
      x 10.00 EUR/m2 = 9,500 EUR. 
	 	 
	2. 	 Included in the purchase price are all development charges
        according to the German Federal Building Coe that already exist and that
        arise in the future, and waste water connection fees according to the
        North Rhine-Westphalia Community Fees Act [“KAG”], that accrue
        in the future or that have been incurred according to the current legally-binding
        development plan for the municipality, and that serve or have served for
        the initial development.

	 	 
	3. 	 The buyer is a company in the sense of the German VAT
        Tax Act [“UstG”] and acquires the purchased real estate for
        the company. The seller affirms having made use of the possibility of
        an option according to § 9 of the German VAT Tax Act for today's
        contract, such that sales tax accrues on the purchase price for the delivery
        of real property. It is known to the seller that the basis for calculation
        for sales tax is half of the real estate transfer tax, in addition to
        the purchase price.

	 	 
		 Because the buyer is the party liable to pay the sales
        tax triggered by this option, the net purchase price is not changed as
        a result. The buyer will pay the tax liability directly to the revenue
        office.

	 	 
		 The seller is obligated to not present an invoice for
        the



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:44 AM FAX 604 557 6650
      Northwest Law Group 	007
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 6


- 6 -

		
      delivery of the real property prior to the transfer of
      possession.

	 	 	 
	4. 	
      A partial payment on the purchase price in the amount of
      EUR 40,000.00 is paid.

	 	 	 
		
      The seller hereby acknowledges receipt of the partial
      payment on the purchase price in the amount of EUR 40,000.00.

	 	 	 
	5. 	
      The remainder of the purchase price in the amount of EUR
      72,050.00 is due and payable without interest within ten days, after the
      notary has notified the buyer that

	 	 	 
		a) 	
      the authorizations required for the purchase contract and
      its execution are available,

	 	 	 
		b) 	
      the municipality has declared that its statutory right of
      first refusal does not apply, or that it will not exercise it,

	 	 	 
		c) 	
      the discharge and release documents for the encumbrances
      not accepted by the buyer that take priority over the reservation are
      available to the notary either free of restrictions or with the provision
      of making use of them in exchange for the payment of a sum of money, the
      total of which is not greater than the remaining purchase price.

	 	 	 
	6. 	
      The point in time that the payment is received determines
      the timeliness of payments.

	 	 	 
	7. 	
      The notary pointed out that the buyer makes an unsecured
      payment in advance if he makes payments on the remaining purchase price
      without the existence of a ownership priority notice recorded in his favor
      in the land register, and provided advice regarding the risks associated
      with doing so, in particular with respect to the fact that, without
      recording an ownership priority notice, the ownership of the real property
      is still subject to the seller's power of disposition and access by third
      parties - for example through seizures



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:45 AM FAX 604 557 6650
      Northwest Law Group 	008
	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 7


- 7 -

		
      by third parties or the insolvency of the seller - until
      the transfer of the ownership.

	 	 
		
      In addition, the notary pointed out security options, for
      example, deposit of the purchase price in an notary trust
  account.

	 	 
		
      Despite the advice, the parties insisted on certification
      in the present form.

	 	 
	8. 	
      When due, the buyer is required to pay any sums of money
      requested directly to the respective creditors according to number 5. c),
      offset against the remaining purchase price.

	 	 
		
      In this respect, the seller's claim is directed only on
      performance for these creditors, but not on payment to itself or other
      third parties.

	 	 
		
      The remaining amount of the rest of the purchase price is
      to be paid directly to the seller into his account number 401 399 1 at the
      Kreissparkasse Heinsberg in Erkelenz (German bank code: 312 512
  20).

	 	 
	9. 	
      Due to the claim on the remaining purchase price, the
      buyer subjects himself to the immediate mandatory enforcement of this
      document in all assets.

	 	 
		
      An enforceable copy of this document can be issued to the
      seller at any time without additional supporting documents after the
      conditions for the amount becoming due are met, which are to be confirmed
      by the notary.

	 	 
		
      A reversal of the burden of proof is not associated with
      doing so.

	 	 
	10. 	
      The buyer goes into default without warning if he does
      not pay the remaining purchase price when due.

	 	 
		
      Default interest for the year amounts to 8 percentage
      points above the respective prime interest rate.

	 	 
		
      The seller reserves the right to prove greater losses,
      and the buyer reserves the right to prove fewer
losses.



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:46 AM FAX 604 557 6650
      Northwest Law Group 	009

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:03 	PM Page 8


- 8 -

	11. 	
      The parties instruct the notary to bring about the
      transfer of ownership to the buyer when the seller either authorizes him
      to do so in writing, or when the payment of the remaining purchase price
      without interest is confirmed in writing, or when the buyer has provided
      corresponding proof of payment.

	 	 
		
      Until then, the buyer and the land register office are
      entitled to no duplicate or certified copy of this document with
      conveyance.



§ 4
Sale prohibition

	1. 	
      The buyer is obligated to not sell the acquired real
      property within a period of two years from today without the approval of
      the seller. The seller can deny the approval to sell only for good cause,
      for example, if the intended use associated with the resale is not
      consistent with the intended concept of use or with the overall concept
      for the Wegberg-Wildenrath commercial and industrial park.

	 	 
	2. 	
      If the buyer breaches this obligation, and if a reason is
      provided for the denial of approval for sale, then the seller is entitled
      to demand the reacquisition of the real property sold.

	 	 
		
      The seller is required to provide his demand for
      reacquisition by means of registered letter.

	 	 
	3. 	
      If the seller makes use of his right to reacquire, the
      seller is required to repay to the buyer the amounts that he has
      previously received as the purchase price. To the extent that the buyer
      has also paid development costs or local assessments, the seller is
      required to reimburse the buyer the corresponding
  amounts.



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:46 AM FAX 604 557 6650
      Northwest Law Group 	 0010

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 9


- 9 -

	4. 	
      If the value of the real estate sold has increased
      because of the buyer's construction projects or other services, the seller
      is required to pay the buyer consideration in addition to the amounts
      specified in the preceding number 3. As consideration, the most the seller
      pays is the amount of expenses that the buyer can prove having paid for
      construction projects and other services. The buyer is required to provide
      proof of these expenses by means of invoices and payment
  receipts.

	 	 
		
      For clarification, it is also noted that those increases
      in value that occur without any effort on the part of the buyer, for
      example through an increase in the land prices, changes in building design
      law or similar, are not to be compensated for by the seller.

	 	 
		
      If the parties cannot reach an agreement regarding the
      question as to whether and to what extent consideration is to be paid,
      each party can demand that the expert panel for real property values of
      the Heinsberg district produce an expert opinion on the questions in
      dispute between the parties. The opinion of the expert panel is binding
      for the parties within the context of § 317 of the German Civil
    Code.

	 	 
	5. 	
      The total amounts to be paid at the time of a
      reacquisition according to the preceding numbers 3. and 4. are due within
      fourteen days after the seller has received the notification that the
      ownership in the real property sold has been transferred back to the
      seller. Any encumbrances on the real property sold are to be discharged
      with the amounts due. The remaining balance is to be paid to the
    buyer.

	 	 
		
      The buyer receives no interest for the period in which
      the seller holds the amount paid by the buyer on the basis of today's
      contract.



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:46 AM FAX 604 557 6650
      Northwest Law Group 	0011

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 10


- 10 -

		
      All costs and any taxes that accrue to the seller from a
      reacquisition, as well as the costs of an opinion from the expert panel,
      must be borne by the buyer.

	 	 
	6. 	
      The seller's reacquisition right is to be secured by
      recording a re-transfer priority notice in the land register.

	 	 
		
      The seller is prepared to grant charges on property with
      priority over the re-transfer priority notice, which serve for the
      financing of the purchase price and/or for the financing of any
      construction plans of the buyer for the real property sold.

	 	 
		
      All costs that arise from the entry and removal of the
      re-transfer priority notice, as well as from priority changes, must be
      borne by the buyer.



§ 5
Construction obligation

The buyer plans to build a production facility on the purchased
real estate with laboratory and office buildings, corresponding to the
regulations from the legally valid development plan II number 6
Wegberg-Wildenrath commercial and industrial area, 1st modification.

The buyer is obligated to develop the acquired real estate to a
state of operational readiness within a period of 2 years from the transfer of
possession.

The textual regulations from the development plan and the
design plan are to be followed. 

FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:46 AM FAX 604 557 6650
      Northwest Law Group 	0012

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 11


- 11 -

If the buyer does not comply with the construction obligation,
the seller is entitled to demand the reacquisition of the real estate sold. The
execution of the reacquisition conforms to the provisions provided for the
preceding sale prohibition.

§ 6
Transfer of possession

	1. 	
      Possession and use, risk and encumbrances, including all
      obligations from the real property sold with respect to insurance
      policies, as well as the general duty to safeguard the public pass to the
      buyer on the day of the payment of the purchase price, with the exception
      of the real property taxes, which pass to the buyer on January 1,
    2007.

	 	 
	2. 	
      The seller authorizes the buyer to develop the subject
      matter of the purchase after today's date in coordination with the city of
      Wegberg - residential construction department - to the extent indicated
      above and at its own expense and risk.

	 	 
		
      At the same time, the buyer is obligated to bear the
      operating expenses according to the German Operating Expenses Ordinance,
      and to accept and maintain the duty to safeguard the public, and to treat
      the subject matter of the purchase with care.

	 	 
		
      Interest on the purchase price is excluded.

	 	 
		
      The notary provided advice regarding the advance payment,
      unsecured if present, and the risks associated with it. In addition, he
      pointed out options for security, for example, the deposit of the purchase
      price into a notary trust account.

	 	 
		
      Despite the advice, the parties insisted on certification
      in the present form.



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:47 AM FAX 604 557 6650
      Northwest Law Group 	0013

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 12


- 12 -

		If the purchase contract is not carried out for reasons that are not caused
      by the seller, the buyer has no claim to compensation for construction projects.
		 
	2.	 Rental, lease or other use relationships do not exist.



§ 7

  Rights of the buyer for defects, additional agreements

	1. 	
      All rights of the buyer due to overt or latent defects in
      the real property are excluded. In particular, this applies for area
      measurements, characteristics, usability and income.

	 	 
		
      The exclusion also applies for any claims for
      compensation for damages unless the seller acts intentionally.

	 	 
		
      The seller ensures that latent defects are not known to
      him, to the extent that nothing arises otherwise below.

	 	 
	2. 	
      The parties reach the following agreement for the
      character of the subject matter of the purchase:

	 	 
		
      By order of the Federal Republic of Germany, the real
      property sold was inspected for existing contamination as per § 29
      paragraph 1 of the North Rhine-Westphalia State Waste Act. The expert
      opinion subsequently produced shows that no potential for danger was found
      in the soil or in the ground water. The expert opinion is known to the
      buyer and was issued to him prior to certification.

	 	 
		
      If existing contamination is nevertheless found, which
      originates from the time prior to January 1, 1995, and is present
      according to the Federal Soil Protection Act, then



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:47 AM FAX 604 557 6650
      Northwest Law Group 	 0014

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 13


- 13 -

		 all rights of the buyer to that effect within the scope
        of number 1. are also excluded.

	 	 
	3. 	 The permissibility of the development and planned use,
        and the provision of electricity, gas, water and telecommunications is
        expressly stipulated as not a feature. The permissibility of the development
        and intended use are to be cleared by the buyer with the relevant approval
        authorities. The provision of the real estate sold with electricity, gas,
        water and telecommunications is to be coordinated with the relevant suppliers
        and in consultation with the seller or an agent appointed by him.

	 	 
	4. 	 The buyer acquires the subject matter of the purchase
        in its present condition, which is known to him.

	 	 
	5. 	 The rights from Section II numbers 1, 13 and 14 are
        accepted by the buyer.

	 	 
		 Easements not recorded in the land register, as well
        as limitations pursuant to agreements between neighbors, as well as any
        building encumbrances are likewise accepted by the buyer. The notary pointed
        out the option of examining the building encumbrance register itself.

	 	 
	6. 	 The seller is obligated to provide the real property
        sold free of unaccepted encumbrances and limitations, as well as from
        interest, taxes and fees not accepted.

	 	 
	7. 	 Development charges based on the building and other
        local assessments (expansion and connection contributions as well as cost
        compensation for building or real property connections) according to the
        Community Fees Act (North Rhine-Westphalia) are borne by the buyer, to
        the extent they are established after today's date by means of the issuance
        of a contribution notification.



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]







	 FEB. 8, 2006 WED 09:48 AM FAX 604 557 6650
      Northwest Law Group 	0015

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 14


- 14 -

The seller ensures that no arrears exist
in this respect.

It is known to the buyer that assessments of this type
can also be issued for allocable expenditure from the past.


§ 8
Costs and taxes

	1. 	
      The buyer bears the notary and court costs associated
      with this document and its implementation - including the costs and fees
      for necessary private and official authorizations and declarations - as
      well as the real estate transfer tax.

	 	 
		
      Authorization costs for representative parties are borne
      by those parties themselves.

	 	 
	2. 	
      The seller bears the discharge and release costs for
      encumbrances not accepted.



§ 9
Rights of preemption, authorizations

	1. 	
      The notary is required to make reference to the necessary
      authorizations and the municipality's statutory right of
  preemption.

	 	 	 
	2. 	
      The parties commission the notary

	 	 	 
		a) 	
      to carry out any measures necessary for the execution of
      this document, in particular, to obtain all authorizations and
      declarations necessary for doing so,



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:48 AM FAX 604 557 6650
      Northwest Law Group 	 0016

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 15


- 15 -

		b) 	
      to request and to accept a negative statement from the
      municipality for its statutory right of preemption.

	 	 	 
	3. 	
      If a required authorization is withheld or issued with
      limitations, the assessment is to be delivered to the parties themselves;
      a copy is requested for the notary.

	 	 	 
		
      All remaining authorizations and declarations shall
      already be valid upon their receipt by the notary.



§ 10
Discharge and land register claims

	1. 	
      The parties are in agreement that the ownership of the
      real property sold passes to the buyer.

	 	 
		
      The seller authorizes and the buyer requests the entry of
      the change of ownership in the land register.

	 	 
	2. 	
      Despite advice regarding the risks associated with doing
      so, the buyer waives the entry of an ownership priority notice to secure
      his claim to procure ownership.

	 	 
	3. 	
      The parties authorize and request that the following be
      recorded in the land register:




		a) 	
      a reconveyance priority notice for the seller to secure
      the contingent claim for re-transfer according to § 4 numbers 1. through
      5. and §§ 5, 4 numbers 2. through 5. of this document.

	 	 	 
	b) 	
      the discharge of all unaccepted encumbrances in section
      II or III of the land register, and to the extent that they themselves are
      entitled according to the authorization from the creditor to all jointly
      liable positions



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:49 AM FAX 604 557 6650
      Northwest Law Group 	0017

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 16


- 16 -

		
      or the release of the real property sold from the joint
      liability from these rights.

	 	 
	4. 	
      With effect according to the law of obligations, the
      parties agree that the ownership priority notice for the seller is to be
      recorded at the same time as the ownership transfer to the buyer, and
      without interim encumbrances, and they were ordered with the cooperation
      of the seller.

	 	 
	5. 	
      The notary can also make orders from this document
      separately or with limitations, and separate, limit or withdraw orders
      made. The parties authorize the notary to issue all declarations necessary
      or useful for land register execution of this document.

	 	 
		
      The parties are obligated to file no applications based
      on this document with the land register office without the cooperation of
      the notary.



§ 11

  (not used)

§ 12 
References

The notary made reference to the following:

	1. 	
      All agreements associated with the contract require
      notarization. This applies in particular for agreements on the amount of
      the purchase price. Additional agreements outside of this document can
      lead to nullification of the entire legal transaction.

	 	 
	2. 	
      By virtue of the law, the parties are jointly and
      severally liable for notary and court costs, as well as
  the



FEB 8, 2006 WED 04:01 [TX/RX NO 6177]





	 FEB. 8, 2006 WED 09:49 AM FAX 604 557 6650
      Northwest Law Group 	0018

	Fax sender: 	+49 2432 693626 	CLYVIA TECHNOLOGY 	[illegible] 	  	  
	Received by: 	 +492434988189   	  	[illegible] 	12:04	PM Page 17


- 17 -

		 real estate transfer tax, regardless of the agreements
        in this document.

	 	 
	3. 	The ownership only passes to the name of the buyer upon transfer of the
      real property sold in the land register. The transfer assumes that all necessary
      authorizations, a negative statement from the municipality for its statutory
      right of preemption and the statement of harmlessness from the tax office
      for the real estate transfer tax exist.
	 	 
	4. 	The tax and commercial consequences of the legal transaction are not the
      subject of the notarial obligation to advise. Accordingly, the notary provided
      no advice.
	 	 


This record was read by the parties in the presence of the notary, approved by
them and signed in their own hands as follows:

signed Theo Schmitz
signed Sappok
signed Wagels
signed
Freuen, notary

FEB 8, 2006 WED 04:01 [TX/RX NO 6177]