Filed by sedaredgar.com - Technology Publishing, Inc. - Exhibit 10.1






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT dated for reference the 1st day of
June 2007 

AMONG: 

SLAWEK KAJKO, a business person
with an address at #10 Van Stassen Blvd. Toronto, ON Canada M6S 2N3 (“Suave”)


(The “Vendor”) 

AND: 

TECHNOLOGY PUBLISHING, INC. a
Nevada Corporation with a registered office at 3110 E. Sunset Road, Suite H-1,
Las Vegas, Nevada 89120, U.S.A. (the “Purchaser”) 

WHEREAS: 

A.         Suave is the
registered holder and beneficial owner of 200 common shares (the “Westside
Shares”) in the capital stock of Westside Publishing, Inc. (“Westside”); 

B.         The 200
Westside shares represent all the issued and outstanding shares of Westside
Publishing, Inc.; 

C.         Suave has
agreed to sell and the Purchaser has agreed to purchase the Westside Shares on
the terms and conditions contained in this Agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
a promissory note for USD 28,047 and the premises and mutual agreements and
covenants herein contained (the receipt and adequacy of such consideration being
mutually acknowledged by each party), the parties covenant and agree as follows:


1.                       
 INTERPRETATION 

1.1                      
In this Agreement the following words and phrases shall have the following
meanings: 

	 	(a) 	
      “Assets” means all property or assets of any nature or
      kind, whether real or personal, tangible or intangible, corporeal or
      incorporeal, and includes any interest therein;

	 	 	 
	 	(b) 	
      “Closing Date” means the June 1, 2007, or such other date
      as may be agreed upon in writing by the parties, but in any event no later
      than ninety (90) days from the date of this Agreement;

	 	 	 
	 	(c) 	
      “Company Act” means the British Columbia
      Company Act in effect at the date of this
Agreement;







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	 	(d) 	
      “Encumbrances” means any lien, claim, charge, pledge,
      hypothecation, security interest, mortgage, title retention agreement,
      option or encumbrance of any nature or kind whatsoever;

	 	 	 
	 	(e) 	
      “Income Tax Act” means the Income Tax Act of
      Canada in effect on the date of this Agreement;

	 	 	 
	 	(f) 	
      “Material Contracts” means those subsisting commitments,
      contracts, instruments, leases and other agreements, oral or written,
      entered into by Westside Software, by which it is bound or to which it or
      its Assets are subject which have total payment obligations on the part of
      Westside which exceed CDN$100 per month or are for a term of or in excess
      of one year;

	 	 	 
	 	(g) 	
      “Person” includes an individual, corporation, body
      corporate, partnership, joint venture, association, trust or
      unincorporated organization or any trustee, executor, administrator or
      other legal representative thereof;

	 	 	 
	 	(h) 	
      “Purchase Price” means:

	 	 	 
	 		
      (i) A Promissory Note for USD
28,047;



1.2                      
For the purposes of this Agreement, except as otherwise expressly provided
herein: 

	 	(a) 	
      “this Agreement” means this Agreement, including the
      Schedules hereto, as it may from time to time be supplemented or
      amended;

	 	 	 
	 	(b) 	
      all references in this Agreement to a designated Article,
      Section, Subsection, paragraph, or other subdivision, or to a Schedule, is
      to the designated Article, Section, Subsection, paragraph or other
      subdivision of or Schedule to this Agreement unless otherwise specifically
      stated;

	 	 	 
	 	(c) 	
      the singular of any term includes the plural and vice
      versa and the use of any term is equally applicable to any gender and
      where applicable to a body corporate;

	 	 	 
	 	(d) 	
      the word “or” is not exclusive and the word “including”
      is not limiting;

	 	 	 
	 	(e) 	
      all accounting terms not otherwise defined in this
      Agreement have the meanings assigned to them in accordance with generally
      accepted accounting principles applicable in Canada;

	 	 	 
	 	(f) 	
      except as otherwise provided, any reference to a statute
      includes and is a reference to such statute and to the regulations made
      pursuant thereto with all amendments made thereto and in force from time
      to time, and to any statute or regulations that may be passed which have
      the effect of supplementing or superseding such statute or such
      regulations;







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	 	(g) 	
      the headings to the Articles and clauses of this
      Agreement are inserted for convenience only and do not form a part of this
      Agreement and are not intended to interpret, define or limit the scope,
      extent or intent of this Agreement or any provision hereof;

	 	 	 
	 	(h) 	
      any reference to a corporate entity includes and is also
      a reference to any corporate entity that is a successor to such
    entity;

	 	 	 
	 	(i) 	
      the parties acknowledge that this Agreement is the
      product of arm’s length negotiation between the parties, each having
      obtained its own independent legal advice, and that this Agreement shall
      be construed neither strictly for nor strictly against any party
      irrespective of which party was responsible for drafting this
      Agreement;

	 	 	 
	 	(j) 	
      the representations, warranties, covenants and agreements
      contained in this Agreement shall not merge at the closing and shall
      continue in full force and effect from and after the Closing Date for the
      applicable period set out in this Agreement; and

	 	 	 
	 	(k) 	
      each and every covenant, representation or warranty of
      the Vendors contained herein shall be a joint and several covenant,
      representation or warranty of each of the Vendors.



1.3                      
  The following are the schedules to this Agreement: 

Schedule A—Shareholders of Westside and their Shareholdings


Schedule B—Material Contracts 

Schedule C—Equipment and Other Chattels

 Schedule D—Domain Names

 Schedule E—Computer Systems Software 

2.                       
 PURCHASE AND SALE OF THE SHARES 

2.1                      
Based and relying on the representations and warranties set forth in Articles 3
and 4, the Purchaser agrees to purchase the Westside Shares, free and clear of
all Encumbrances and the Purchaser agrees to pay the Purchase Price on the terms
and conditions set forth herein.

3.                        
REPRESENTATIONS AND WARRANTIES OF THE VENDORS 

3.1                      
In order to induce the Purchaser to enter into and to consummate the
transactions contemplated by this Agreement, Suave represents and warrants to
the Purchaser as follows: 

	 	(a) 	
      Westside is duly incorporated, validly existing, and in
      good standing with respect to the filing of annual reports under the
      Company Act, and has all necessary







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	 		 corporate power, authority and capacity to
        own its Assets and to carry on its business as presently conducted;

	 	 	 	 
	 	(b) 	 Suave owns and has good and marketable title
        to all the Westside Shares as the legal and beneficial owner thereof,
        free of all Encumbrances and all such shares have been duly and validly
        issued and are outstanding as fully paid and non- assessable shares in
        the capital of Westside Software;

	 	 	 	 
	 	(c) 	 The Westside Shares represent all of the issued
        and outstanding shares in the capital of Westside and no Person has any
        agreement, right or option, present or future, contingent, absolute or
        capable of becoming an agreement, right or option or which with the passage
        of time or the occurrence of any event could become an agreement, right
        or option:

	 	 	 	 
	 		(i) 	 to require Westside to issue any further or other shares
        in its capital or any other security convertible or exchangeable into
        shares in its capital or to convert or exchange any securities into or
        for shares in the capital of Westside Software;

	 	 	 	 
	 		(ii) 	 for the issue or allotment of any unissued shares in
        Westside Software’s capital; or

	 	 	 	 
	 		(iii) 	 to acquire the issued and outstanding shares in Westside
        or any of them;

	 	 	 	 
	 	(d) 	 Suave has due and sufficient right and authority
        to enter into this Agreement on the terms and conditions set forth and
        to transfer the legal and beneficial title and ownership of the Shares
        to the Purchaser;

	 	 	 	 
	 	(e) 	 Suave is not a “non-resident” of
        Canada within the meaning of s. 116 of the Income Tax Act; and

	 	 	 	 
	 	(f) 	 This Agreement constitutes a valid and binding
        obligation of Suave. Suave is not a party to, bound by or subject to any
        indenture, mortgage, lease, agreement, instrument, statute, regulation,
        order, judgment, decree or law which would be violated, contravened or
        breached by, or under which any default would occur as a result of, the
        execution and delivery by Suave of this Agreement or the performance by
        Suave of any of the terms hereof.

	 	 	 	 
	 	(g) 	 Westside has good and marketable title to
        all of its Assets free and clear of all Encumbrances and none of Westside’s
        Assets are in the possession of or under the control of any other person;

	 	 	 	 
	 	(h) 	 Schedule E sets forth a true and complete
        list of all equipment and other personal property owned by Westside and
        all such equipment and other personal property are owned free and clear
        of any Encumbrances;

	 	 	 	 
	 	(i) 	 Except for the contracts and agreements listed
        in Schedule B, Westside is not party to or bound by any Material Contract,
        whether oral or written, and the








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      contracts and agreements listed in Schedule B are all
      valid and subsisting, in full force and effect and un-amended, no material
      default exists in respect thereof on the part of Westside or, to the best
      of the knowledge of either of the Vendors, on the part of any of the other
      parties thereto, the Vendors are not aware of any intention on the part of
      any of the other parties thereto to terminate or materially alter any such
      contracts or agreements, and Schedule B list all the present outstanding
      Material Contracts entered into by Westside in the course of carrying on
      its business;

	 	 	 	 	 
	 	(j) 	
      Westside is not party to, bound by or subject to any
      indenture, mortgage, lease, agreement, license, permit, authorization,
      certification, instrument, statute, regulation, order, judgment, decree or
      law that would be violated or breached by, or under which default would
      occur or which could be terminated, cancelled or accelerated, in whole or
      in part, as a result of the execution and delivery of this Agreement or
      the consummation of any of the transactions provided for in this
      Agreement;

	 	 	 	 	 
	 	(k) 	
      there is no action, suit, litigation, arbitration
      proceeding, governmental proceeding, investigation or claim, including
      appeals and applications for review, in progress, threatened or pending
      against, or relating to Westside or affecting their Assets or business
      which might materially and adversely affect the Assets, business, future
      prospects or financial condition of Westside, and there is no judgment,
      decree, injunction, rule or order of any court, governmental department,
      commission, agency, instrumentality or arbitrator outstanding against
      Westside Software;

	 	 	 	 	 
	 	(l) 	
      Westside Software:

	 	 	 	 	 
	 		(i) 	
      has duly filed in a timely manner:

	 	 	 	 	 
	 			A. 	
      all federal and provincial income tax returns and
      election forms and the tax returns of any other jurisdiction required to
      be filed and all such returns and forms have been completed accurately and
      correctly in all respects; and

	 	 	 	 	 
	 			B. 	
      all Workers’ Compensation Board returns, corporation
      capital tax returns, goods and services tax returns, provincial sales tax
      returns, and other reports and information required to be filed with all
      applicable government authorities, agencies or regulatory
bodies;

	 	 	 	 	 
	 		(ii) 	
      has paid all taxes (including all federal, provincial and
      local taxes, assessments or other imposts in respect of its income,
      business, or Assets) and all interest and penalties thereon with respect
      to Westside Software, for all previous years and all required quarterly
      instalments due for the current fiscal year have been paid;

	 	 	 	 	 
	 		(iii) 	
      has provided adequate reserves for all taxes for the
      periods covered by, and such reserves are reflected in, the Year End
      Financial Statements;







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      and there is no agreement, waiver or other arrangement
      providing for an extension of time with respect to the filing of any tax
      return, or payment of any tax, governmental charge or deficiency by
      Westside Software, nor is there any action, suit, litigation, arbitration,
      proceeding, governmental proceeding, investigation or claim, including
      appeals and applications for review, in progress, threatened or pending
      against or relating to Westside or its Assets or business in respect of,
      or discussions underway with any governmental authority relating to, any
      such tax or governmental charge or deficiency;

	 	 	 	 
	 	(m) 	
      There are no contingent tax liabilities nor any grounds
      which could prompt a reassessment against Westside Software;

	 	 	 	 
	 	(n) 	
      With respect to the goods and services tax under the
      Excise Tax Act (“GST”):

	 	 	 	 
	 		(i) 	
      Westside is registered for GST purposes;

	 	 	 	 
	 		(ii) 	
      Westside does not have any deferred obligations or
      liabilities under any section of the Excise Tax Act;

	 	 	 	 
	 		(iii) 	
      Westside has not made a supply of property or service to
      a Person with whom Westside was not dealing at arm’s length for proceeds
      less than the fair market value thereof;

	 	 	 	 
	 		(iv) 	
      all GST required to be collected by Westside has been
      collected and all GST amounts required to be remitted to the Receiver
      General for Canada have been remitted; and

	 	 	 	 
	 		(v) 	
      all GST returns and reports of Westside required by law
      to be filed have been filed in a timely manner and are true, complete and
      correct in all respects.

	 	 	 	 
	 	(o) 	
      Westside does not have and does not use any service
      marks, trade names, design marks or trade marks in connection with its
      business;

	 	 	 	 
	 	(p) 	
      Schedule D contains a complete and accurate list of all
      of the domain names owned by Westside and a complete and accurate list of
      all of the web sites operated by Westside Software;

	 	 	 	 
	 	(q) 	
      Schedule E contains a complete and accurate list of all
      of the computer systems used by Westside in connection with its
      business;



3.2                      
All statements contained in any certificate or other instrument delivered by or
on behalf of the Vendors pursuant hereto or in connection with the transactions
contemplated by this Agreement shall be deemed to be representations and
warranties by the Vendors hereunder. 




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4.                        
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER 

4.1                      
In order to induce the Vendors to enter into and to consummate the transactions
contemplated by this Agreement the Purchaser represents and warrants to the
Vendors that: 

	 	
      (a) 
	
      The Purchaser is a company duly incorporated, validly
      existing and in good standing with respect to the filing of annual reports
      under Chapter 78 of the Nevada Revised Statutes;

	 	 	 
	 	(b) 	
      The Purchaser has all necessary corporate power,
      authority and capacity to acquire the Shares and to perform its
      obligations hereunder. The execution and delivery of this Agreement has
      been duly authorized by all necessary corporate action on the part of the
      Purchaser and this Agreement has been duly executed and delivered by the
      Purchaser and constitutes a valid and binding obligation of the Purchaser;
      and

	 	 	 
	 	(c) 	
      The Purchaser is not a party to, bound by or subject to
      any indenture, mortgage, lease, agreement, instrument, statute,
      regulation, order, judgment, decree or law which would be violated,
      contravened or breached by, or under which any default would occur as a
      result of, the execution and delivery by the Purchaser of this Agreement
      or the performance by the Purchaser of any of the terms
  hereof.



4.2                      
All statements contained in any certificate or other instrument delivered by or
on behalf of the Purchaser pursuant hereto or in connection with the
transactions contemplated by this Agreement shall be deemed to be
representations and warranties by the Purchaser hereunder. 

4.3                      
The Purchaser acknowledges and agrees that the Vendors have entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement notwithstanding any independent searches or
investigations that have been or may be undertaken by or on behalf of the
Vendors and that no information which is now known or should be known or which
may hereafter become known to any of the Vendors or their professional advisers
shall limit or extinguish the right to indemnification hereunder. 

5.                       
 CLOSING 

5.1                      
The transactions contemplated by this Agreement shall be completed at 11:00 A.M.
on the Closing Date at the offices of the Vendor, or at such other time or at
such other location as may be mutually agreed upon in writing by the parties.


6.                       
 EXPENSES 

6.1                      
All costs and expenses incurred in connection with the preparation of this
Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such expenses. 




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7.                        
TIME 

7.1                      
Time shall be of the essence hereof. 

8.                        
GOVERNING LAW 

8.1                      
This Agreement shall be governed by and construed in accordance with the law of
the province of British Columbia and the parties submit and attorn to the
jurisdiction of the courts of the province of British Columbia. 

9.                        
SEVERABILITY 

9.1                      
If a court of other tribunal of competent jurisdiction determines that any one
or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail in its essential purpose. 

10.                      
ENTIRE AGREEMENT 

10.1                    
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, oral or written, by and
between any of the parties with respect to the subject matter hereof. 

11.                      
FURTHER ASSURANCES 

11.1                    
The parties shall with reasonable diligence, do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each party shall provide such further
documents or instruments required by the other party as may be reasonably
necessary or desirable to give effect to the purpose of this Agreement and carry
out its provisions whether before or after the Closing Date. 

12.                      
ENUREMENT 

12.1                    
This Agreement and each of the terms and provisions hereof shall enure to the
benefit of and be binding upon the parties and their respective heirs,
executors, administrators, personal representatives, successors and assigns.


13.                      
COUNTERPARTS 

13.1                  
 This Agreement may be executed in as many counterparts as may be necessary
or by facsimile and each such counterpart agreement or facsimile so executed
shall be deemed to be an original and such counterparts and facsimile copies
together shall constitute one and the same instrument. 




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IN WITNESS WHEREOF the parties have duly executed this
Agreement on 1st day of June, 2007. 

VENDOR: 

WESTSIDE PUBLISHING. 

 

Per:     /s/ Slawek
Kajko____________________________
           
Slawek Kajko, President 

 

PURCHASER: 

TECHNOLOGY PUBLISHING, INC. 

 

Per:    /s/ Slawek
Kajko_____________________________
           
Slawek Kajko, Chairman 




SCHEDULE A 

Shareholders of Westside Publishing and their Shareholdings



	
Shareholder 	Shares Owned in Westside Corp. 
	Slawek Kajko 	
      200 Class “A” Common Shares 

       








SCHEDULE B 

Material Contracts of Westside Publishing 

 

Listed and Attached as Follows 

Westside Publishing has no applicable material contracts 




SCHEDULE C 

Equipment and Other Chattels of Westside Publishing 

Listed with estimated cash values in CDN: 


	QTY 	 	Description 	 	 	Amount 	 	 	Line 	 
	3 	 	1 x MAC Mini
      Model A1103 	 	 	723.35 	 	 	  	 
	  	 	2 x PC Clone computer 	 	 	3218.85 	 	 	3942.20 	 
	  	 	 	 	 	  	 	 	  	 
	5 	 	1 x Computer desk 	 	 	1437.50 	 	 	  	 
	  	 	2 x chairs 	 	 	802.70 	 	 	  	 
	  	 	1 x Telephone 	 	 	228.85 	 	 	  	 
	  	 	1 xFiling cabinet
    	 	 	605.88 	 	 	3074.93 	 







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SCHEDULE D 

Domain Names Owned by Westside Publishing 

Complete list of domain names owned by Westside Publishing 

canadahifi.com 

torontohifi.com