Exhibit 10.3



Exhibit 10.3


	
CONVENTION Of BUYING AND SALE OF ISSUED STOCK AND THERE

	
CIRCULATION OF THE COMPANY AVENSYS INC.

	 
	
BETWEEN: C-CHIP CORPORATION TECHNOLOGIES, a corporation

	
duly constituted by virtue of the laws of Nevada, the United States,

	
registered in Quebec and having its main place of business in

	
4710, rue St-Ambroise, suite 227, Montreal, province of Quebec,

	
represented to presents by Stephane Solis, his President;

	
(Below indicated the ' "Purchaser ")

	 
	
AND: STOCKHOLDERS AND BENEFICIARIES of call options

	
of ordinary shares of category " A " of Avensys INC. as indicated in

	
the Addition subjected to presents,

	
(Below indicated the "Sellers ")

	 
	
AND INTERVENE: AVENSYS INC. moral person legally constituted by virtue of

	
the Party 1A of Law on the companies of Quebec, having its

	
main place of business in 880 Selkirk, Top - Light, province of

	
Quebec H9R-3S3

	
(Below indicated " Avensys ", the "Company " or

	
the ' "Speaker ")

	
(the Purchaser, Sellers and the Company below

	
indicated collectively "Parties ")

	 
	 
	
OBJECT: Acquisition by the Purchaser of at least - ninety for one hundred and

	
ten hundredth performances of for hundred (90,1 % of ordinary shares of category)

	
" A " and repayment for annulment of call options of stock

	
of category " A " issued and in circulation of the Company detained

	
by the Sellers (below indicated "Titles ");

	 
	
PREAMBLE

	
GIVEN THAT the Stockholders are the alone true owners and possessors

	
registered in their name of ordinary shares of category " A " issued and in circulation of

	
the outstanding stock of the Company (below indicated "Stock ");





 

 

 

 

 





	
GIVEN THAT call options of ordinary shares of category " A " from the Company

	
Validly issued and being able to be exercise accordingly to the regime of attribution of options of Avensys in

	
Closing date (below indicated "Options ") allocated to the Stockholders, managers

	
and to the employees post it of Enclosure of transaction within the Company (below

	
having indicated the "Beneficiaries ") are the alone true possessors and registered beneficiaries

	
of the whole of issued Options and in circulation of Avensys;

	 
	
GIVEN THAT the Stockholders want to sell the Stock which they detain in the shares

	
of Avensys to the Purchaser, who wants to buy them, for consideration, according to

	
modalities and subject to terms established in the letter of intention of the Purchaser dated of

	
January 26th, 2005 and to be accepted by the Sellers at the latest on February 28th, 2005 (below

	
indicated the << Letter of Intention >>);

	 
	
GIVEN THAT the Beneficiaries want to acquire a reasonable repayment for

	
whole of Options which they detain in the Company, the Purchaser wants to compensate for them for

	
consideration according to modalities and subject to terms established in the Letter

	
of Intention of the Purchaser dated by January 26th, 2005 and to be accepted by the Sellers in

	
later February 28th, 2005;

	
GIVEN THAT the shareholding of the Company is composed of a maximum of fifty

	
stockholders domiciling in Quebec, taking for knowledge that a certain number of employees, exemployees,

	
managers and ex-managers are added to this number;

	
GIVEN THAT Parties want to record terms and terms of their understanding in one

	
written (below indicated "Convention ") such as below stipulated.

	 
	
AS A RESULT, PARTIES AGREE ON WHAT FOLLOWS:

	
1.0 INTERPRETATIVE DISPOSITIONS

	
1.1 Definitions

	
Excepting slip of the tongue the opposite, words and expressions which follow have, in the present Convention,

	
the sense which is allocated to them below:

	
Purchaser: Indicate C-Chip Technologies Corporation.

	
Stockholders: Indicate the true owners and possessors registered there

	
their name of ordinary shares of category " A " of the capital stock

	
from the Company indicated in the Addition 1.1 subjecting in

	
presents.





 

 

 

 

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Activities: Indicate the activities of the Company, which consist

	
notably to exploit a department of R&D, optics fiber

	
and of share-out of equipments of instrumentation.

	
Stock: In it sense which is given to him in the preamble of presents.

	
Stock C-Chip

	
restrained: ordinary shares of the Purchaser compromising at the close of

	
transaction on OTCBB and negotiation of which can be subjected in

	
certain restrictions emanating from regulation authorities. In

	
present case, it is envisaged that from Closing date one

	
period of not sale aim at Stock, and it according to the disposition

	
3.2.1 (d).

	 
	
Beneficiaries: In it sense which is given to him in the preamble of presents.

	
Enclosure of transaction: Indicate conclusion and performance of sale and buying of

	
Titles of the signature of the present Convention, with effect

	
in Closing date.

	
Convention: In it sense which is given to him in the preamble of presents.

	
Closing date: Indicate February 28th, 2005 at 00 h 01, a date of conclusion and

	
the performance of sale and buying of issued Titles and there

	
circulation of Avensys.

	
Constituting documents: Agree of certificates of constitution issued by the quebec authorities in favour of the Company, statutes of

	
constitution which are reached with it and, if need be, of any statutes of

	
alteration which were deposited to the Quebec authorities

	
by the Company,

	 
	
Financial states: Indicate the financial states proved by the Company for

	
the financial year ending on May 31st, 2004.

	
Subsidiary: Mean an moral person of whom more than FIFTY percent (50 %) of stock - including stock of

	
rights to vote in habitual occurrences with the aim of

	
the election of the majority of councilmen of administration

	
of aforementioned moral person, belong or is controlled,

	
directly or indirectly, by a Person or by other one

	
subsidiary of this Person.





 

 

 

 

 

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Day of transactions: Mean a day, other than a Saturday or a Sunday, where OTCBB

	
am opened.

	
Clear day: Mean every day of the week excluding Saturdays,

	
on Sundays and bank holidays.

	
Letter of Intention: In it sense which is given to him in the preamble of presents.

	
Law (s): Indicate any law, any code, regulations, command, decree and very

	
sentence, decision, judgment of judicial, quasi judicial nature,

	
administrative, almost administrative or arbitration, that it is in

	
federal, provincial, local level or other one, applicable to one

	
Nobody, in a good, in a situation or in context where it

	
term is used.

	 
	
Law (s) on environment: Order or federal, provincial, local order agrees of any Law,

	
or of any authority of some country or political subdivision that

	
it is relate to environment or to emission of very

	
Dangerous substance in environment.

	
Options: In it sense which is given to him in the preamble of presents.

	
OTCBB: Indicate the American market Over the Counter Bulletin Board.

	
Nobody: Indicate, according to context, a natural person, a company,

	
an association, an artificial person, a trust, as well as very

	
other entity or provided grouping or not of the personage

	
juridical or of a distinct capital.

	 
	
Registraire: Indicate the registraire of firms.

	
Dangerous substance: Mean any substance, demean, solid, liquid or gaseous material,

	
oil or substance diverted from some oil, microorganism, noise,

	
vibration, ray, warmth, smell, expulsion, vector of energy,

	
plasma, organic or inorganic, enlivened or inanimate matter,

	
intermediary of ephemeral reaction or quite other combination of

	
elements ci-before listed and renowned dangerous or everything demeans

	
dangerous, solid, toxic or polluting waste product, noxious substance,

	
contaminating or source of pollution or pollution in

	
terms of Laws on the environment of Quebec.

	
Titles: Indicate the ordinary shares of category " A " and options

	
of buying of stock of category " A " issued and in circulation of

	
Company detained by the Sellers.

	
Sellers: Indicate the Stockholders and the Beneficiaries.





 

 

 

 

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1.2 Interpretation

	
The following dispositions govern this Convention of buying in rules

	
of interpretation:

	
Adaptation: If a disposition contravenes an applicable law, she owes

	
be interpreted if need be in order to make it correspondent to law

	
applicable or, in defect, in a most touchy manner to respect

	
the intention of parties without infringing the prescripts of laws

	
applicable which parties do not want to contravene.

	
Subjugation: This Convention, its interpretation, its performance, sound

	
application, its validity and its effects are subjected to laws

	
applicable which are in force in the province of Quebec and in

	
Canada, which govern partly or entirely group of

	
Disposition that it contains.

	
Precedence: The present Convention constitutes intervened understanding enter

	
left and no other document or previous verbal understanding or

	
concomitant am accepted if it has the effect of changing of about

	
manner that it is the dispositions of the present Convention, in

	
less than such alteration is countersigned by the Purchaser

	
and the Sellers subsequently in the signature of the present

	
Convention.

	 
	
Presumption: Any disposition of this Convention not correspondent to laws

	
applicable, it is supposed ineffectual as much as is

	
prohibited by one of the laws which govern it. The same goes for for

	
all the clauses subordinated or linked to such disposition

	
as much as their applicability depends on aforementioned disposition.

	
Renunciation: The silence of a party, its negligence or its delay to exercise one

	
straight or an appeal which is given to him or opened by virtue of

	
present Convention must never be interpreted against such

	
left as a renunciation of the financial year of aforementioned rights and

	
appeal.

	 
	
1.3 Generality

	
Cumul: All the rights mentioned in the present Convention are

	
accumulative and not alternative. The renunciation of the financial year of a right

	
approved by one of the parties in favour of the other party in this

	
Convention must never be interpreted as a renunciation in

	
the financial year of quite other right, here approved, unless the text

	
of a disposition of Convention point out unusually

	
required by such choice.





 

 

 

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Delays: All the delays pointed out in the present Convention are of

	
harshness unless opposite indication in the text.

	
Canadian currencies: Unless opposite indication, all the sums envisaged in

	
present Convention consult Canadian currencies.

	 
	
Type and number: As much as the apprehension of the text necessitates it, a word

	
expressed with masculine type consists of the feminine and vice versa;

	
the same goes for for a word expressing a number in the fact that

	
peculiar understands the plural and vice versa. Any containing sentence

	
polyvalent words of this nature must read, when sense of

	
text demands it, in order to adapt the appropriate version of such

	
word with the grammatical modifications which are obvious for

	
give a logical signification in concerned sentence.

	 
	
Titles: Titles used in the present Convention have no value

	
interpretative; they serve only as element of

	
classification and of identification of constituting dispositions of

	
Convention and, owing to this function, they cannot see each other

	
allocate of signification or influence the interpretation of one

	
disposition.

	 
	
2.0 BUYING AND SALE

	
For price and subject to terms and terms envisaged in the present Convention,

	
the Purchaser buys by sellers' presents, which sell to the Purchaser, with effect to be counted

	
of February 28th, 2005, at 00 h 01, (below indicated the "Closing date ") issued Titles and there

	
circulation of Avensys:

	 
	
3.0 PURCHASE PRICE

	 
	
3.1 Purchase price

	
Subject to quite other applicable disposition of the present Convention or conversion of

	
Débentures (were (below defined), the Purchaser buys Sellers who sell to the Purchaser: (i) at least ninety percentpoint onedth performances of for hundred (90,1 %) of Stock of

	
Company for an unit monetary consideration of sixty one hundred and nine hundred nineteen

	
thousandth of one hundred (61,919 hundred), a number is maximum of fifteen millions seven hundred

	
forty six thousand three hundred and sixty-nine (15 746 369) ordinary shares of category " A "

	
for an identical value in nine millions seven hundred and fifty thousand Canadian dollars (9 750

	
000 $), by the emission of ten millions four hundred thousand (10 400 000) restrained Stock C-Chip

	
at an unit price of 1500 U.S. $(0,75US) based on a fixed exchange rate of

	
eighty hundred U.S. $(0,80US) by Canadian dollar; and the Purchaser compensates for annulment

	
(ii) Options detained by the Beneficiaries for an unit consideration of twenty-five hundred





 

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$(0,25) by Option, that is total three hundred four twenty five thousand dollar sum

	
$(385 000); for a potential total amount for the Titles of ten millions hundred and thirty five

	
one thousand dollars (10 135 000 $) (below collectively indicated the "Purchase price ").

	
Besides, it heard between parties in presents, that happening case where every stockholder of

	
Company which would not have sold its ordinary shares of category " A " of the Company by

	
the present Convention (below defined << Remaining Stock >>) decided for a reason 

	 
	
or

	
other one to sell inside a period of eighteen (18) months of Closing date (

	
"Period "), the Purchaser and the Company promise not to give or to accept, during

	
Period, for Remaining Stock more than unit monetary consideration, for one (1)

	
ordinary share of category " A ", of thousandth sixty one hundred and nine hundred nineteen of

	
hundred (61,919 hundred) by ordinary share of category " A " from the Company, and it it doesn't much matter

	
value of the lesson of Stock C-Chip restrained during this Period. Of more the rules of

	
releases of Stock restrained C-Chip given as part of a possible sale of Stock

	
Remaining will have to be the same that those represented in presents.

	 
	
3.2 Modalities of establishment of the Purchase price

	
3.2.1 For all the issued Stock and in stockholders' circulation:

	
The Purchaser will issue of key sound - stock to the Stockholders in Closing date, for

	
the acquisition of Stock, restrained Stock C-Chip representing the value determined in

	
the article 3.1, the price of which by restrained Action C-Chip is determined in the following way;

	
(A) Determination of the value of Stock restrained C-Chip:

	
As part of the present transaction, the value allocated in Stock CChip

	
restrained am established in 1500 U.S. $(0,75U.S)..

	
(B) Determination of the exchange rate:

	
As part of the present transaction, it is heard between the parties that

	
rate changes between the Canadian and American dollars am established in

	
$1CAD=US$0,80.

	
(C) Release of Stock restrained C-Chip issued to the Stockholders:

	
In compliance with laws applicable to the United States and to Canada,

	
the Purchaser will promise to unfold his best efforts to be productive

	
freely negotiable the restrained Stock C-Chip issued to the Stockholders

	
and it, inside a period of hundred twenty (120) days according to the Enclosure

	
of transaction. Of more the Purchaser promise to sign at the close of

	
transaction a commitment to deposit without delay a form SB-2, quite other

	
accruing document and to put down all the movements necessary for respect of

	
disposition 3.2.1 d) below mentioned.





 

 

 

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Transaction will have to be disclosed by means of press release, pence

	
declarations of important modification and quite other necessitated document

	
by authorities in applicable securities.

	 
	
(D) Release ordered by restrained Stock C-Chip:

	
As part of the present transaction, to favour a disposition

	
ordered of the restrained Stock C-Chip issued to the Stockholders, it is

	
heard between the Parties that a convention of store, which is subjected in

	
the Addition 3.2.1 of presents, aim at restrained Stock C-Chip and what one

	
agent is indicated by the Company. For sure Stock CChip

	
restrained is liberated to the Stockholders according to the following schedule:

	 
	
*     First one cut representing twenty for hundred (20 %) of

	
Issued restrained Stock C-Chip will be liberated to the Stockholders

	
four (4) months according to the Enclosure of transaction;

	
*     A second slab representing twenty for hundred (20 %) of

	
Issued restrained Stock C-Chip will be liberated to the Stockholders

	
six (6) months according to the Enclosure of transaction;

	
*     A third slab representing twenty for hundred (20 %) of

	
Issued restrained Stock C-Chip will be liberated to the Stockholders

	
nine (9) months according to the Enclosure of transaction;

	
*     A fourth slab representing twenty for hundred (20 %) of

	
Issued restrained Stock C-Chip will be liberated to the Stockholders

	
twelve (12) months according to the Enclosure of transaction; and,

	
*     A fifth and last slab representing twenty for one hundred

	
(20 %) of Stock issued restrained C-Chip will be liberated in

	
Stockholders old of eighteen (18) months according to the Enclosure of

	
transaction. 

	 
	
(E) Penalty to the Purchaser:

	
As much as the Purchaser had to show the delay of hundred twenty (120)

	
days being granted to him to return the first slab of twenty for one hundred

	
(20 %) of Stock restrained C-Chip issued to the Stockholders freely

	
negotiable, the Purchaser will have to disburse punitive and owed harm

	
to the Stockholders, who harm will be identical in a pourcent (1 %)

	
of the complete value of transaction for each of the successive periods of

	
thirty (30) days from date when restrained Stock C-Chip would have

	
not had to be freely negotiable according to the first initial delay of hundred and twenty

	
(120) days according to Closing date granted to the Purchaser. In his choice,

	
the Purchaser, according to the same schedule of due dates of désentiercement as that envisaged in disposition 3.2.1. (d), will have option to pour punitive harm and





 

 

 

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owed to the Stockholders either silver counting, or in stock C-Chip

	
restrained by the Purchaser to be qualified by SB-2 in form of one

	
amendment..

	 
	
3.2.2 To the beneficiaries d' Options:

	
The Purchaser will overturn, for repayment and annulment, silver to the beneficiaries d' Options

	
twenty-five hundred (0,25 $) by Option detained totaling the sum of three hundred four twenty five

	
one thousand dollars (385 000 $) in the following way: 

	 
	
(A) Modalities of payment of Options:

	
A first $1500-(0,15 remittance by Option cash in all

	
the Beneficiaries at the close of transaction and it, by certified checks and

	
a second remittance aiming at the balance of the payment of Options, that is ten hundred

	
$(0,10) by Option (below indicated the << Balance of the Purchase price >>) in

	
counting to all the Beneficiaries, at the latest on December 31st, 2005 by

	
certified checks. 

	 
	
(B) Balance of the Purchase price:

	
The Balance of the Purchase price is payable in a single payment by certified check

	
(the "Payment ") last day of December 2005. Balance of

	
Purchase price will take interest as from the Enclosure, in the rate of twelve - for

	
hundred (12 %) per year calculated every day and payable monthly and

	
any unpaid interest will carry interest in the same rate, calculated itself

	
every day.

	
The table in Addition 3.2.2 reflects the whole of call options of stock

	
category " A " detained by the Beneficiaries. 

	 
	
(C) Convertible Débentures

	
Before the Enclosure of the transaction, happening a partial or complete conversion

	
convertible débentures issued in favour of FondAction CSN and of

	
Innovatech Québec society and Hot water tank Appalachians, copies of which are

	
subjected in Addition 5.3 of presents (below indicated collectively

	
" Débentures ") in stock of category " A " from the Company, the Purchase price

	
will have to be adjusted to the rise of a sum equal to sum in capital of the said

	
conversion of débenture.

	
It is moreover heard between parties in presents, that happening case where the possessors of

	
Débentures (below defined in Addition 5.3) decided for a reason or other one of

	
convert their Débentures inside a period of eighteen (18) months of Closing date

	
(the "Period "), the Purchaser and the Company promise not to give or to accept during





 

 

 

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Period more than unit monetary consideration, for (1) ordinary share of category

	
" A " of thousandth sixty one hundred and nine hundred nineteen of one hundred (61,919 hundred) by action

	
common place of category " A " from the Company, and it it doesn't much matter the value of the lesson of Stock

	
C-Chip restrained during this Period. Of more the rules of releases of Stock C-Chip

	
restrained given as part of a possible conversion of Débentures will have to be

	
the same as those represented in presents.

	 
	
4.0 CERTIFICATES AND GUARANTEES OF SELLERS

	
Each of the Sellers certifies for the benefit of the Purchaser of the reliability and 1' rightness of

	
facts and following swordings:

	 
	
4.1 Be able to to sign Convention

	
It has full power, right and authority to sign the present Convention and to carry out all

	
obligations which follow from it. This Convention constitutes a valid and executable obligation of

	
his part the Purchaser of which can necessitate forced performance.

	 
	
4.2 Canadian residence

	
He certifies be a Canadian inhabitant, in the sense given in this expression by the Law of the levy on

	
come back (Canada), except opposite indication in the Addition 4.2.

	 
	
4.3 Ownership of Stock

	
Each of the Stockholders certifies be the true owner of Stock which it sells to the Purchaser

	
according to presents and detain in their place an airtight, good title deed and of

	
street, free and quits value of any Loading.

	
Each of the Stockholders certifies that the signature of the present Convention by parties has for

	
effect to confer Purchaser on 1' an airtight, good title deed, of street value and

	
incontestable as for the Stock which it sells, this title being free and quits of any Loading.

	
Each of the Stockholders certifies that there is no action in justice, chase, method or

	
ongoing, possible claim or fixes a quota, concerning sound anyhow

	
right of possession on the Stock which it sells.

	
Except for the convention of stockholders stipulated in the Addition 4.3, each of the Stockholders

	
certify that the Stock which it sells to the Purchaser is not subject to a convention of buying or of sale, an option of buying or sale, a right of first refusal or quite other convention

	
affecting the free disposition of Stock and is subjected to no restriction by virtue of

	
constituting documents of the Company.





 

 

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4.4 Beneficiaries of Options

	
Each of the Beneficiaries certifies be the true possessor of Options which it delays for

	
annulment in the Company according to presents and to detain a title deed in their place

	
airtight, good and of street, free and quits value of any Loading.

	
Except for the regime of call options of stock of the Company, each of the Beneficiaries

	
certify that the transfer of Options which it delays for annulment to the Company is subjected in no restriction by virtue of any understanding between stockholders and by virtue of

	
Constituting documents.

	
Each of the Beneficiaries certifies that there is no action in justice, chase, method or

	
ongoing, possible claim or fixes a quota, concerning sound anyhow

	
right of possession on Options which it delays for annulment to the Company.

	
Except for the regime of call options of stock of the Company, each of the Beneficiaries

	
certify that subject to the present transaction, Options that it delays for annulment in

	
Company is not subject to a convention of buying or sale, a call option or of

	
sale, a right of first refusal or quite other restricting, restraining convention or affecting of

	
however way it is the alienable character of Options that it delays for annulment in

	
terms of presents.

	 
	
5.0 PRESENTATION AND GUARANTEES COMPANIES AND GUARANTEES

	
FROM THE COMPANY

	
In the best of the connaisance of the Company, Avensys represents and guarantee for the benefit

	
of the Purchaser of the reliability and 1' rightness of facts and following swordings:

	 
	
5.1 Constitution and organization of the Company

	
The Company was duly constituted by virtue of the Party 1A of law on the companies of

	
Quebec. The constituting Documents of the Company are included in the Addition 5.1 and a copy

	
having certified correspondent of regulations of the Company such as they exist of presents. They

	
is nowadays in order by virtue of the constituting laws and which could, otherwise,

	 
	
affect their corporate existence or their elements of assets or draw away the payment of expenses,

	
penalties, penalties, harm or other sums to whoever. The Company enjoys of

	
lawful capability and of power to have its property and to exercise Activities.

	 
	
5.2 Key - stock

	
The key - stock allowed by the Company am constituted by a limitless number of stock without

	
face value:

	 
	
i) Category " A ", with right to vote, participants, exchangeable to the liking of the possessor doubles of

	
stock category " D ";





 

 

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ii) Category " B " with right to vote, participants;

	
iii) Category " C " with right to vote, not participants, repurchasable to the liking of the possessor;

	
iv) Category " D " without right to vote, not participants, not accumulative monthly dividend of 1 %

	
calculated on the value of redemption, repurchasable to the liking of the possessor in the sum of the poured capital or in

	
the fair value of stock category " A " exchanged;

	
v) Category " E " without right to vote, not participants, not accumulative monthly dividend of 1%

	
calculated on the value of redemption, repurchasable to the liking of the possessor in the sum of counterbalance accepted in the emission;

	
vi) Category "Fr " without right to vote, not participants, not accumulative monthly $1 dividend

	
by action, repurchasable to the liking of the possessor in the sum of the poured capital.5.3 

	 
	
Débentures

	
All the Débentures for which the Company is subjected is deposited in Addition

	 
	
5.3 of the present Convention. Lesdites Débentures detains mechanics of conversion and

	
rights of veto regarding the present transaction.

	 
	
5.4 Law on securities (Quebec)

	
The Company is a Company opened to the sense given in this expression by the article 5 of

	
Law on securities (Quebec).

	
not accumulative monthly $1 dividend

	
by action, repurchasable to the liking of the possessor in the sum of the poured capital.

	 
	
5.5 Declarations

	
Such as demanded by Law on the lawful publicity of individual firms, from Companies and artificial persons (Quebec), the Company deposited a declaration of registration or an initial declaration, depending on circumstances, to the régistraire of firms and is in day in

	
production of their yearly and modifying declarations.

	 
	
5.6 Corporate documents

	
The below represented documents were delayed to the Purchaser of presents and they are true,

	
complete and precise, and all the signatures which are appended to it the true signatures of are

	
persons appearing as their signatories:

	
a) the constituting Documents and the regulations of the Company; and

	
b) the register of minutes of the Company, including minutes of

	
all the assemblies of managers and stockholders or resolutions there

	
serving, managers' register and stockholders' register.

	 
	
5.7 Activities and behaviour of business

	
The Company exercises its Activities in the only following establishments nowadays:





 

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MONTRÉAL: 880 SELKIRK

	
POINTE-CLAIRE, QC

	
H9R 3S3

	
TEL: 514-428-6766

	
TROIS-RIVIÈRES: 247 RUE THIBEAU

	
CAP-DE-LA-MADELEINE, QC

	
G8T 6X9

	
TEL: 819-693-4081

	
TORONTO: 1131 DERRY ROAD EAST

	
MISSISSAUGA, ONTARIO

	
L5T 1P3

	
TEL: 905-564-4700

	
BRITISH

	
COLUMBIA: 301-1493 JOHNSTON ROAD

	
WHITE ROCK, BC

	
V4B 3Z4

	
TEL: 604-541-1350

	
The Company has all the powers, corporate or others, essentials to have his

	
elements of assets and to exercise its Activities as it made it and as it fact

	
at present.

	 
	
5.8 Subsidiaries

	
Except for Fizians French national consumer council, the Company, does not have Subsidiary, that it is in a direct manner or

	
indirect, and have no investment in any company, society or firm.

	 
	
5.9 Licence

	
In all respects important, the Company acquired and detains validement any licence and quite other

	
approbation necessitated to operate on its firm, in the normal lesson of business everywhere where it it

	
made and the Company has no reason to think that these licences and approbations will not be

	
renewed in their respective expiry date.





 

 

 

 

 

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5.10 Insurance

	
The Company supports of appropriate insurance in relation to its elements of assets, in her

	
responsibility and in its operations. Each of its polices covers risks normally

	
covered by firms exploiting trade similar to that of the Company for

	
sums that a careful manager would support

	 
	
5.11 Contracts in the normal lesson of business

	
Except such as pointed out in the Addition .5.11, the Company concluded, out of normal lesson, no

	
contract of buying for extreme sums, or exceeding his common requirements.

	 
	
5.12 Collective labour agreements

	
Except such as pointed out in the Addition .5.12, the Company left to no collective labour agreement of

	
job; there is no request in accreditation on behalf of the employees of the Company and it

	
no working conflict exists.

	 
	
5.13 Benefits package

	
Except such as pointed out in the Addition .5.13, there is no regime of retirement or participation, fund

	
of pension, program of insurance - puts together or other advantages in favour of employees, of leaders

	
or of managers.

	 
	
5.14 Surplus, premium

	
Except such as pointed out in the Addition 5.14, the Company approves no surplus, premium,

	
postponed repayment or profit sharing to his employees, leaders or managers.

	
It is not made to pay to whoever a pension or a repayment postponed in the frame

	
of a retirement.

	 
	
5.15 Leases

	
Leases listed in the Addition 5.15 are the only property leases in which the Company is

	
party. These leases are entirely executable and confer on the Company gentle delight of

	
all the places which it occupies or property which she rents.

	 
	
5.16 Deposits and guarantees

	
Except such as pointed out in the Addition .5.16, the Company did not guarantee, or did not give support to obligations of

	
whoever, including, without restriction, his managers, employees, leaders, stockholders, or

	
persons linked to these in the sense of fiscal laws.

	 
	
5.17 financial States of the Company

	 
	
The (last financial States available proved financial states), such as the reached with the Addition 5.17,





 

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introduce financial standing precisely on May 31st, 2004 and being prepared in accordance with

	
accounting principles in general acknowledged and applied in the same way that in the course of

	
his previous financial financial years.

	
Moreover, the internal financial states non-proved by the Company for period being spread from

	
May 31st, 2004 till December 31st, 2005 those is pointed out in Addition 5.17A.

	 
	
5.18 Declarations

	
The Company is not in defect to produce its returns of levies or taxes to competent governmental

	
authorities. All the taxes and all the raised levies were paid off completely or made the object of

	
reservations appropriated to the financial states of the Company on May 31st 2004 products in

	
the Addition 5.17. The Company did not make the object of a check, poll or threaten with

	
contribution for levies or taxes owed for the previous years which could come be added to sums

	
pointed out in his financial states on May 31st, 2004 such as produced in the Addition 5.17 and

	
there is no motive which could give rise in of such check, poll, opinion or threaten with

	
contribution.

	 
	
5.19 Personal properties

	
Gear, equipment rolling, uniforms, furniture, rental ameliorations and other bodily personal

	
properties which are the ownership of the Company or used by her are there good state of safe

	
functioning as for normal wear and safe for some common compensations which must be made

	
in the normal lesson of business and they are appropriate for the utilization which the Company

	
makes in the working of its Activities and is in keeping in all the applicable Laws in all respects

	
important.

	 
	
5.20 intellectual Ownership

	
In all respects important, the Company detains all the rights, allowed, trademarks,

	
registered company names, technologies, expressions, brevets, royalties and other rights of

	
ownership intellectuals (the << intellectual Ownership >>) necessary for the working of its firm. No

	
Stockholder or leader of the Company detains rights in intellectual Ownership. In

	
any important esteem, the behaviour of business of the Company contravenes no Ownership

	
intellectual belonging to other people and the Company knows no infraction by one

	
tierce in his intellectual Ownership.

	 
	
5.21 Law (s) on environment

	
The working of the firm of the Company is in keeping and was always in keeping with right

	
environmental applicable, notably in rejections, in processing, in storage, of

	
management or of removal of waste, contaminating or dangerous materials. They hear by right

	
environmental applicable any event, opinion, letter of intention or other informing document

	
Company or one of its Subsidiaries of a possible or actual violation of very law, regulations,

	
directive, guide, command, policy, certificate of approval, allowed or other approval or,





 

 

 

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if need be, other demand of any administrative authority in relation to environment or in

	
protection of environment that they are federal, provincial, local or regional.

	 
	
5.22 dangerous Products

	
Places in which the Company exploits its firm do not contain biphényles

	
polychlorés, of insulating materials in the foam of formaldéhy urea, 

	
of asbestos in the friable state, nor of

	
radioactive substances.

	 
	
5.23 Employés de la Compagnie

	
The list produced in the Addition 5.23 of the present Convention relates truthfully and with rightness the names of all the employees of the Company (below indicated the "Employees "), as well as one short picture of tasks for the employees linked to the Company and, for every person,

	
rate of his remuneration. All the contracts of job to which the Company is linked are reached in

	
the Addition 5.23.

	 
	
The Company has no reason to think that the Employees will leave their job further to

	
the acquisition envisaged in presents.

	
Except such as pointed out in the Addition 5.23, the Company made all the deductions

	
necessitated by Law concerning pays and wages and has, am delayed these deductions in

	
respective authorities legally constituted and rightful claimant to accept the payment from it, is

	
made a reservation in his accounting pounds for aforementioned deductions.

	 
	
5.24 banking Business

	
The Addition 5.24 identifies by his name and address each of the banks, Companies of trust and

	
other financial institutions to which the Company detain a count, have property

	
on the alert or a casket of safety, as well as the name of every person authorized to be in charge of

	
this count, property on the alert or casket of safety or to have access in the name of the Company there.

	 
	
6.0 PRESENTATIONS AND GUARANTEED BY The PURCHASER

	 
	
6.1 Status and capability of the Purchaser

	
The Purchaser declares to be a corporation duly registered by virtue of the laws of Nevada,

	
Étatsunis, having his main place of business in as 4710, as rue St-Ambroise, as suite 227,

	
Montreal, province from Quebec, and to be in respect with all the Laws and regulation

	
organisms which govern sound existence.

	
The Purchaser also declares i) that it has all the powers, capabilities and authorities

	
essentials to conclude and sign the present Convention as well as the documents which there

	
bring back and to fill all her obligations which are envisaged, ii there) that all the methods

	
corporate necessitated on behalf of the managers of the Purchaser were duly adopted and

	
allowed to allow conclusion and signature of the present Convention and of





 

 

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documents which relate to it and to allow the Purchaser to fulfil of every his

	
obligations by virtue of the present Convention and aforementioned documents so that these

	
valid and executable commitments constitute which link the Purchaser in accordance with their

	
modalities.

	 
	
6.2 Financing

	
The Purchaser declares to have supplemented a financing before Closing date in fairness of two

	
million American dollars (2 000 000 $ US).

	 
	
6.3 Financial states

	
The (last financial States available proved financial states), such as the reached with the Addition

	
6.3, introduce financial standing precisely on June 30th, 2004 and being prepared in accordance

	
with accounting principles in general acknowledged and applied in the same way that in the

	
course of his previous financial financial years.

	 
	
6.4 OTCBB

	
The ordinary shares of the issued capital of the Purchaser must be inscribed or reserved for

	
quotation of OTCBB and stock exchange and regulation authorities accepted modalities of

	
transaction, such as envisaged in the present Convention of buying being acquired.

	 
	
6.5 Consents

	
All the consents, renunciations or approbations of third parties (including, without there

	
restrict, on behalf of governmental authorities having jurisdiction) as essentials to allow

	
the conclusion of transaction.

	 
	
7.0 COMMITMENTS OF The PURCHASER

	 
	
7.1 Watchers within the directorate of the Purchaser

	
As part of the present transaction, the Purchaser gets involved to the Sellers, that the gift

	
Directorate of Avensys can name two (2) persons as watcher in breast of the Directorate of the

	
Purchaser or quite other committee of this advice and it, for one period not showing two (2)

	
years according to the Enclosure of the transaction. Besides common rights acknowledged to the

	
councilmen of administration, excluding right to vote, the Purchaser get involved in:

	
i) approve a right of word without right to vote in the meetings of Council

	
from administration and/or from any committee;

	
ii) pay an inclusive five hundred-dollar U.S sum. (500 $ US) in chips of

	
presence in every meeting of the Directorate and/or any committee in every

	
watcher; and





 

 

 

 

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iii) perform the compensation of expenses of displacement, if need be, incurred by

	
the watchers to be at every meeting of the Directorate and/or of any committee.

	 
	
7.2 Successive sales

	
It heard between parties in presents, that happening case where every stockholder of

	
Company which would not have sold its ordinary shares of category " A " of the Company by

	
the present Convention (below defined << Remaining Stock >>) decided for a reason or

	
an other one to sell inside a period of eighteen (18) months of Closing date ("Period "), the

	
Purchaser and the Company promise not to give or to accept, during Period, for Remaining

	
Stock more than unit monetary consideration, for one (1) ordinary share of category " A ", of

	
thousandth sixty one hundred and nine hundred nineteen of hundred (61,919 hundred) by

	
ordinary share of category " A " from the Company, and it doesn't much matter value of the

	
lesson of Stock C-Chip restrained during this Period. Of more the rules of releases of Stock

	
restrained C-Chip given as part of a possible sale of Stock Remaining will have to be the same

	
that those represented in presents.

	 
	
7.3 Conversion of Débentures

	
It is heard between parties in presents, that happening case where the possessors of Débentures

	
(below defined in Addition 5.3) decides for a reason or other one to convert their

	
Débentures inside a period of eighteen (18) months of Closing date ("Period "), the Purchaser

	
and the Company promise not to give or to accept during Period more than unit monetary

	
consideration, for (1) ordinary share of category " A " of thousandth sixty one hundred and nine

	
hundred nineteen of one hundred (61,919 hundred) by action common place of category " A "

	
from the Company, and it it doesn't much matter the value of the lesson of Stock C-Chip

	
restrained during this Period. Of more the rules of releases of Stock C-Chip restrained given as

	
part of a possible conversion of Débentures will have to be the same as those represented in

	
presents.

	 
	
8.0 SURVIVAL OF CERTIFICATES AND COMMITMENTS Of INDEMNITY

	 
	
8.1 Commitment of indemnity by virtue of the Article 4

	
Each of the Stockholders promises by presents to indemnify and to safeguard the Purchaser

	
as for any harm which they could be subjected resulting from incorrectness or from falseness of

	
quelqu' certificate mentioned at dispositions 4.1, 4.2 and 4.3. Each of the Stockholders, pence

	
reservation of the value of Stock C-Chip restrained that it accepted and that it saw himself

	
liberated, promise, by presents, to pay in Stock C-Chip restrained to the Purchaser, according to

	
method which follows, if need be, a number of Stock restrained C-Chip corresponding to such

	
harm. The number of Stock aiming at the sum of indemnification regarding any loss,

	
responsibility or disbursement must be determined having taken into account any sum

	
recuperated by the Purchaser or the Company of societies of insurance, any fiscal savings and

	
any sum recuperated of tierce others than the Company or the Purchaser.





 

 

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8.2 Commitment of indemnity by virtue of the Article 5

	
The Stockholders promise in common by presents to indemnify in Stock C-Chip

	
restrained the Purchaser as for any harm which he could be subjected resulting from

	
incorrectness or of falseness of quelqu' certificate of the Company mentioned in the Article 5.

	
Each of Stockholders, subject to the value of Stock C-Chip restrained that it accepted, gets

	
involved, by presents, to be compensated in Stock C-Chip restrained to the Purchaser, according

	
to the method which follow, if need be.

	
The sum of indemnification regarding any loss, responsibility or disbursement must be

	
determined having taken into account any sum recuperated by the Purchaser or the Company of

	
societies of insurance, any fiscal savings and any sum recuperated by tierce others than

	
Company or the Purchaser.

	 
	
8.3 Restriction of responsibility

	
It was moreover suitable between parties for presents, that in any case,

	
sellers' responsibility will not be able to be hired for any loss been subjected by the Purchaser

	
and it, by claim which would be less than a million dollars $(1 000 000). In the possibility of one

	
claim, the Sellers will be kept of paying, subject to paragraphs below

	
mentioned, in common and in the pro misses of their imprisonment of Stock in the key - stock of

	
the Purchaser and it, for all claims or events that can happen in year

	
according to the signature of presents.

	
Besides, the Sellers will not be able to, collectively, be required to recompense by virtue of

	
paragraph above the Purchaser for the upper sum in five hundred thousand dollars $(500 000),

	
it doesn't much matter the largeness of the harm been subjected by the Purchaser.

	
Sum, who will be able to be superior under no circumstances to five hundred thousand dollars

	
(500 000 $), to be disbursed in indemnification by the Sellers will be payable in Stock C-Chip

	
restrained according to following expression:

	 
	
Payable at the most well brought up price of two is i) of the price allocated in Stock C-Chip

	
restrained in the frame of the present Convention or is ii) the lesson of Stock C-Chip restrained

	
during thirty (30) Days of the transaction preceding the survenance of harm or in the opinion of

	
claim to be compensated. 

	 
	
8.4 Restriction of claims

	
Nonwithstanding the disposition 8.3, the Purchaser and the Company acknowledge and get

	
involved, if there is place, not to look for sellers' responsibility or for indemnity of harm

	
potentials otherwise than by the claim of Stock restrained C-Chip detained by aforementioned

	
Sellers, excluding any chases and silver claims to the Sellers

	 
	
8.5 Prescript

	
Sellers' certificates in favour of the Purchaser by virtue of the article 4 and 5 of presents

	
presents, except there will continue being worth for a period of (1) year according to the date

	
case of fraud, to which case no border of time will be applicable.





 

 

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 8.6 Methods of indemnity

	
In the ten (10) days according to registration desk by the Purchaser of an opinion of claim from

	
the direction of a tierce regarding which the Purchaser to ask for an indemnification by virtue of

	
present Convention, the Purchaser must forward an opinion writes to the purposeful Persons in

	
the sense by aforementioned claim. Since then, the purposeful Persons by written opinion will

	
have thirty (30) days for notify the Purchaser of their decision to cope or not claim. It is heard

	
between Left that the Purchaser or the Company, happening a refusal of indemnity, will be able

	
of no way to compensate unilaterally for its harm without having acquired a judgement to

	
Superior Court of Montreal.

	 
	
9.0 GENERAL DISPOSITIONS

	 
	
9.1 Territorial jurisdiction

	
Parties in presents admit specifically that any legal proceedings or quasijudiciaire being able to

	
be instituted by one of them in touch with the present Convention, the being in front of authority

	
will owe having competence in the judicial region of Montreal, province from Quebec.

	 
	
9.2 Representatives of parties

	
Each of the Parties acknowledges that the person whom it indicates (below or every person

	
replacing the candidate, after opinion in the sense given in the other party) represent it and has

	
any authority to put down actions, to make decisions and to give the necessitated approvals

	
in relation to the performance of the present Convention:

	
- representative of the Purchaser : Stéphane Solis

	
- electronic address: ssolis@c-chip.com

	
- no of telephone: 514.337.2447

	
- no of fax machine: 514.337.0985

	
- representative of Sellers; Guy Girard

	
- electronic address: ggirard@cogivar.com

	
- no of telephone: 514.798.1290

	
- no of fax machine: 514.394.0003

	
- representative of Avensys; Pierre-Hubert Séguin

	
- electronic address: phs@srcavocats.com

	
- no of telephone: 450.681.7744

	
- no of fax machine: 450.681.8400

	 
	
INTERVENTION

	
The Company intervenes in the present Convention to acknowledge having acquainted of

	
his contents, notably in its article 5, and to promise to put down all the necessary movements for there follow up.

	
AVENSYS NC.

	
By:

	
______________________________________





 

 

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