Filed by sedaredgar.com - Blackstone Lake Minerals Inc. - Exhibit 10.1






TECHNOLOGY PURCHASE AGREEMENT 

THIS AGREEMENT is made effective as of the Sixteenth day
of October, 2008 

AMONG: 


  
    
      
        NY FINANCIAL (INTERNATIONAL) CORP., a
          British Virgin Island corporation, of Palm Grove House, P.O. Box 3186,
          Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

        (hereinafter called the “Vendor”) 

      

    

  



OF THE FIRST PART

AND: 


  
    
      
        CALECO PHARMA CORP., a Nevada corporation,
          of 8275 S. Eastern Avenue, Suite 200, Las Vegas, Nevada 89123 

        (hereinafter called “Caleco”)

      

    

  



OF THE SECOND PART 

AND: 


  
    
      
        JOHN BOSCHERT, of #193 - 3rd Street,
          Villa Cerro Lindo Jose Domingo Espinar, Panama City, Panama 

        (hereinafter called the “Principal Shareholder”)

      

    

  



OF THE THIRD PART 

AND: 


  
    
      
        BLACKSTONE LAKE MINERALS INC.,
          a Nevada corporation of #205 – 1480 Gulf Road, Point Roberts, Washington
          98281 

        (hereinafter called “Blackstone”)

      

    

  



OF THE FOURTH PART 

WHEREAS: 

A.         
 The Vendor is the owner of a technology for the treatment of liver disease
and other ailments (the “Technology”); 

B.          
Caleco wishes to acquire the Technology; 

C.           The
Principal Shareholder is the controlling shareholder, the sole executive officer
and director of Blackstone, and the sole executive officer and director of
Caleco; 

D.          
Blackstone is the sole stockholder of Caleco; 

E.           The
Principal Shareholder has agreed, subject to the terms and conditions of this
Agreement, to transfer certain shares of Blackstone to the Vendor; and 

F.           The
Vendor has agreed, subject to the terms and conditions of this Agreement, to
transfer the Technology to Caleco. 

1




NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration for the sum of $10.00 paid by each party to the other parties
hereto and for the mutual covenants contained in this Agreement and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 

DEFINITIONS

	1.1 	
      In this Agreement:

	 	 	 
		(a) 	
      “EDMFs” means European Drug Master Files as set out in
      Schedule B;

	 	 	 
		(b) 	
      “Improvement” means any modification or variant of the
      Technology;

	 	 	 
		(c) 	
      “Intellectual Property” means all copyrights (if any),
      the Patents, the European patent applications, the EDMFs, trade secret
      rights, trade names (if any), trademark rights (if any), process
      information, technical information, designs, drawings, inventions and all
      other intellectual and industrial property rights of any sort related to
      or associated with the Technology;

	 	 	 
		(d) 	
      “Inventor” means the inventor of the Technology, being
      Harry H.S. Fong;

	 	 	 
		(e) 	
      “Know-how” means all know-how, knowledge, expertise,
      inventions, works of authorship, prototypes, technology, information,
      materials and tools relating to the Technology or to the design,
      development, use and commercial application of the Technology;

	 	 	 
		(f) 	
      “Liens” means any mortgage, pledge, hypothecation,
      option, assessment, security interest, lease, lien (statutory or other),
      adverse claim, levy, charge or other encumbrance of any kind, or any
      conditional sale contract, title retention contract or other contract to
      give any of the foregoing.;

	 	 	 
		(g) 	
      “Patents” means the patents pending and European patents
      pending disclosed in Schedule A to this Agreement and any additional
      patents that may be applied for or granted comprising all or any part of
      the Technology; and

	 	 	 
		(h) 	
      “Technology“ means the technology developed by the Vendor
      for the treatment of liver disease and other ailments, particularly
      resulting from viral infection such as Hepatitis C virus infection, more
      particularly described in the Patents and the EDMFs.

	 	 	 
	1.2 	
      All dollar amounts referred to in this Agreement are in
      United States funds, unless expressly stated
otherwise.



TECHNOLOGY TRANSFER

	2. 	
      Subject to the terms and conditions of this Agreement,
      the Vendor agrees to sell, assign and transfer to Caleco at Closing all of
      the Vendor’s right, title and interest in and to the Technology and the
      Intellectual Property free and clear of all Liens.

	 	 
	3. 	
      The Vendor shall, without Vendor being required to incur
      any cost or expense, at or after the Closing assist Caleco in every
      reasonable legal way to evidence, record and perfect the assignment
      evidenced by this Agreement and to pursue the Patents and obtain
      recordation and publication of, and from time to time enforce, maintain
      and defend, the assigned rights embodied in the Technology. To the extent
      that any of the Intellectual Property not covered by the Patents is
      patentable, the Vendor shall, without Vendor being required to incur any
      cost or



2





		
      expense, assist Caleco in every reasonable legal way to
      permit Caleco to obtain a grant of patents and, to the extent any such
      patents are actually issued in the name or names the Vendor, assign and
      transfer such patents to Caleco (with all costs of legal documentation and
      filing and recordation fees to be borne by Caleco).

	 	 
	4. 	
      If, after the date hereof, the Vendor develops or
      discovers, or is co-developer or co- discoverer, of any Improvement, then
      the Vendor shall, without Vendor being required to incur any cost or
      expense, promptly sell, assign and transfer the Improvement to Caleco
      without the payment of any additional amounts or consideration.

	 	 
	5. 	
      The Vendor shall, without Vendor being required to incur
      any cost or expense, after the Closing: (i) communicate to Caleco all
      Know-how in its possession which may reasonably be relevant to the
      formulation and process design for use of the Technology, and (ii)
      continue to communicate to Caleco all such further Know-how as may later
      come into its possession. For this purpose, any fees of third party
      professionals such as patent attorneys and scientific advisors required to
      assist the Vendor in complying with this covenant shall be borne by Caleco
      and Blackstone.

	 	 
	6. 	
      All Know-how and technical information in the possession
      of the Vendor which may reasonably be relevant to the design, marketing,
      and use of the Technology shall be deemed to be confidential information.
      The Vendor shall not disclose or authorize the disclosure of such
      information to any third party, except as expressly permitted by Caleco in
      writing. The Vendor shall take reasonable precautions to prevent the
      unauthorised disclosure to third parties of all such confidential
      information.

	 	 
	7. 	
      If Caleco is unable, for any reason whatsoever, after ten
      days written request to the Vendor, to secure the signature of the Vendor
      to any document it is reasonably entitled to under this Agreement, the
      Vendor hereby irrevocably designates and appoints Caleco its duly
      authorized officers and agents as their respective agents and
      attorneys-in-fact with full power of substitution to act for, on behalf
      of, and instead of the Vendor, to execute and file any such document or
      documents and to do all other lawfully permitted acts to further the
      purposes of the foregoing with the same legal force and effect as if
      executed by them.



CONSIDERATION

	8. 	
      In consideration of the sale, assignment and transfer of
      the Technology and the Intellectual Property by the Vendor to Caleco,
      Caleco shall pay to the Vendor the sum of $100,000 (the “Purchase Price”)
      as follows, it being understood and agreed that time is of the essence
      with respect to each and every payment specified below:

	 	 	 
		(a) 	
      $50,000 on the date that is 10 days from execution of
      this Agreement by wire transfer or immediately available funds to an
      account designated by the Vendor; and

	 	 	 
		(b) 	
      $50,000 on Closing by wire transfer or immediately
      available funds to an account designated by the Vendor.

	 	 	 
	9. 	
      As further consideration for the Technology and the
      Intellectual Property, Caleco shall reimburse the documented costs related
      to the recording of the Patents and the EDMFs, which shall not exceed an
      aggregate of 550,000 EUR and shall be payable by wire transfer or
      immediately available funds to an account designated by the recipient as
      follows:

	 	 	 
		(a) 	
      270,000 EUR on or before Closing.



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	 	(b) 	
      280,000 EUR on or before December 31,
  2008.




		
      In connection with the reimbursement of the documented
      costs, Caleco may pay the creditors directly.

	 	 
	10. 	
      As further consideration for the Vendor entering into
      this Agreement sale, assignment and transfer of the Technology and the
      Intellectual Property to Caleco, the Principal Shareholder agrees to
      transfer 32,000,000 shares of Blackstone (the “Principal Shares”) to the
      Vendor or the Vendor’s nominees at Closing.



REPRESENTATIONS AND WARRANTIES

	11. 	
      The Vendor represents and warrants to Caleco and the
      Principal Shareholder and acknowledges that Caleco and the Principal
      Shareholder are relying upon such representations and warranties in
      connection with the execution, delivery and performance of this Agreement,
      notwithstanding any investigation made by or on behalf of Caleco and the
      Principal Shareholder, as follows:

	 	 	 
		(a) 	
      The Vendor is the sole owner of the Technology, the
      Know-how and the Intellectual Property free and clear of all liens,
      charges, encumbrances and security interests.

	 	 	 
		(b) 	
      The Vendor has the power to sell, assign and transfer all
      of their right, title and interest in and to the Technology, the Know-how
      and the Intellectual Property to Caleco.

	 	 	 
		(c) 	
      The Vendor has not made, granted or entered into any
      assignment, encumbrance, license or other agreement affecting the
      Technology, the Know-how or the Intellectual Property.

	 	 	 
		(d) 	
      The Vendor is not aware of any violation, infringement or
      misappropriation of any third party's rights (or any claim thereof) by the
      ownership, development, manufacture, sale or use of the Technology, the
      Know-how and the Intellectual Property.

	 	 	 
		(e) 	
      The use of the Technology by the Vendor has never given
      rise to any complaint alleging infringement of any patent, trademark or
      other intellectual property rights of any other person.

	 	 	 
		(f) 	
      Except for companies owned or controlled by the Vendor,
      the Inventor was not acting within the scope of any employment or
      consultancy arrangement with any third party when conceiving, creating or
      otherwise performing any activity with respect to the Technology, the
      Know-how and the Intellectual Property.

	 	 	 
		(g) 	
      The Vendor is not aware of any questions or challenges
      with respect to the patentability or validity of any claims of any patents
      relating to the Technology, the Know-how and the Intellectual
    Property.

	 	 	 
		(h) 	
      The Vendor acknowledges and agrees that the Principal
      Shares to be transferred to it or its nominees shall be transferred
      pursuant to Regulation S promulgated under the 1933 Act and that it or its
      nominees shall not resell, transfer or hypothecate the Principal Shares
      without the prior registration of the Principal Shares under the 1933 Act
      or an opinion of counsel satisfactory to Blackstone that such registration
      is not necessary.



4





	 	(i) 	
      The Vendor acknowledges and agrees that Blackstone shall
      refuse to register any transfer of the Principal Shares which is not made
      in accordance with applicable securities legislation.

	 	 	 
	 	(j) 	
      The Vendor acknowledges and agrees that all certificates
      representing the Principal Shares shall be endorsed with a legend
      substantially in the form as follows:




  
    
      
        “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
          AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
          ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
          TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
          PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO
          AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
          INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
          THE ACT.” 

      

    

  



	 	(k) 	
      The Vendor is acquiring the Principal Shares for its own
      account for investment purposes, with no present intention of dividing any
      interest in the Principal Shares with others or of reselling or otherwise
      disposing of all or any portion of the same.

	 	 	 
	 	(l) 	
      The Vendor does not intend any sale of the Principal
      Shares, either currently or after the passage of a fixed or determinable
      period of time or upon the occurrence or non- occurrence of any
      predetermined event or circumstance.

	 	 	 
	 	(m) 	
      The Vendor has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the Vendor Shares or the
      Principal Shares.

	 	 	 
	 	(n) 	
      The Vendor is not aware of any circumstances presently in
      existence which are likely in the future to prompt a disposition of the
      Principal Shares.

	 	 	 
	 	(o) 	
      The Principal Shares were offered to the Vendor in direct
      communication between the Vendor, the Principal Shareholder and Caleco and
      not through any advertisement or directed sales effort of any
  kind.

	 	 	 
	 	(p) 	
      The Vendor has the financial means to bear the economic
      risk of an investment in the Principal Shares.




	12. 	
      Caleco and Blackstone represent and warrant to the Vendor
      and acknowledge that the Vendor is relying upon such representations and
      warranties in connection with the execution, delivery and performance of
      this Agreement, notwithstanding any investigation made by or on behalf of
      the Vendor, as follows:

	 	 	 
		(a) 	
      Caleco is duly organized, validly existing and in good
      standing under the laws of Nevada and has all requisite corporate power
      and authority to own, lease and to carry on its business as now being
      conducted. Caleco is duly qualified to do business and is in good standing
      as foreign corporations in each of the jurisdictions in which it owns
      property, leases property, does business, or is otherwise required to do
      so, where the



5





	 		
      failure to be so qualified would have a material adverse
      effect on the businesses, operations, or financial condition of
    Caleco.

	 	 	 
	 	(b) 	
      Blackstone is duly organized, validly existing and in
      good standing under the laws of Nevada and has all requisite corporate
      power and authority to own, lease and to carry on its business as now
      being conducted. Blackstone is duly qualified to do business and is in
      good standing as foreign corporations in each of the jurisdictions in
      which it owns property, leases property, does business, or is otherwise
      required to do so, where the failure to be so qualified would have a
      material adverse effect on the businesses, operations, or financial
      condition of Blackstone.

	 	 	 
	 	(c) 	
      Caleco and Blackstone have all requisite corporate power
      and authority to execute and deliver this Agreement and any other document
      contemplated by this Agreement (collectively, the “Documents”) to be
      signed by Caleco and Blackstone and to perform its obligations thereunder
      and to consummate the transactions contemplated thereby. The execution and
      delivery of each of the Documents by Caleco and Blackstone and the
      consummation by Caleco and Blackstone of the transactions contemplated
      thereby have been duly authorized by its Board of Directors and no other
      corporate or shareholder proceedings on the part of Caleco and Blackstone
      are necessary to authorize such documents or to consummate the
      transactions contemplated thereby. This Agreement has been, and the other
      Documents when executed and delivered by Caleco and Blackstone as
      contemplated by this Agreement will be, duly executed and delivered by
      Caleco and Blackstone and this Agreement is, and the other Documents when
      executed and delivered by Caleco and Blackstone, as contemplated hereby
      will be, the valid and binding obligations of Caleco and Blackstone
      enforceable in accordance with their respective terms.

	 	 	 
	 	(d) 	
      No representation or warranty by Caleco and Blackstone in
      this Agreement nor any schedule, statement, document or instrument
      furnished or to be furnished to the Vendor pursuant hereto contains or
      will contain any untrue statement of a material fact or omits or will omit
      to state a material fact required to be stated herein or therein or
      necessary to make any statement herein or therein not materially
      misleading.

	 	 	 
	 	(e) 	
      As of the date hereof, Blackstone’s filings with the
      Securities and Exchange Commission (the “SEC Documents”) are accurate, and
      there have been no material changes since the filing of the SEC
      Documents.




	13. 	
      The Principal Shareholder represents and warrants to the
      Vendor and acknowledges that the Vendor is relying upon such
      representations and warranties in connection with the execution, delivery
      and performance of this Agreement, notwithstanding any investigation made
      by or on behalf of the Vendor, as follows:

	 	 	 
		(a) 	
      The Principal Shareholder is the legal and beneficial
      owner of the Principal Shares and upon the Closing hereunder the Vendor
      will obtain good and marketable title to the Principal Shares free and
      clear of any and all Liens.

	 	 	 
		(b) 	
      No person, firm or corporation has any agreement or
      option or any right or privilege (whether by law, pre-emptive or
      contractual) capable of becoming an agreement or option for the purchase
      from the Principal Shareholder of any of the Principal Shares held by the
      Principal Shareholder.

	 	 	 
		(c) 	
      The Principal Shares are owned by the Principal
      Shareholder as the beneficial and recorded owner with good and marketable
      title thereto, free and clear of all



6





	 		
      mortgages, liens, charges, security interests, adverse
      claims, pledges, encumbrances and demands whatsoever.

	 	 	 
	 	(d) 	
      This Agreement has been duly authorized, validly executed
      and delivered by the Principal Shareholder.



COVENANTS OF THE PARTIES

	14. 	
      If Blackstone or Caleco fail to raise financing of at
      least $2,500,000 by March 31, 2009, then the Vendor shall have the option,
      exercisable by the Vendor by giving written notice of such exercise to
      Caleco and Blackstone by the date that is six months thereafter, to
      repurchase the Technology, Intellectual Property and Know-How from Caleco
      at a price of 550,000 Euros (provided that the payments for the documented
      costs related to the recording of the Patents and the EDMFs have been
      paid, and to the amount that has not been paid, the 550,000 EUR shall be
      reduced by the amount not paid) such repurchase is subject to the Vendor
      re- transferring the Principal Shares to the Principal Shareholder. In
      connection with the financing of $2,500,000, Blackstone shall issue not
      more than 20,000,000 shares of its common stock.

	 	 
	15. 	
      Caleco and Blackstone shall not transfer or agree to
      transfer any of the Technology, Intellectual Property and Know-How until
      January 1st, 2011 unless approved by the shareholders of Blackstone.
      Notwithstanding the restriction on transfer contained in this paragraph
      15, Caleco or Blackstone shall have the right to license the Technology,
      Intellectual Property and Know-How.

	 	 
	16. 	
      At the Closing, Blackstone shall cause F. Javier Benedi
      Garcia to be elected to the Board of Directors of
  Blackstone.



CLOSING CONDITIONS

	17. 	
      All obligations of Caleco, Blackstone and the Principal
      Shareholder under this Agreement are subject to the fulfilment, at or
      prior to Closing, of the following conditions:

	 	 	 
		(a) 	
      The representations and warranties of the Vendor
      contained in this Agreement or in any Schedule hereto or other document
      delivered to Caleco or the Principal Shareholder pursuant hereto shall be
      substantially true and correct as of the date hereof and as of Closing
      with the same force and effect as though such representations and
      warranties had been made on and as of such date, regardless of the date as
      of which the information in this Agreement or any such Schedule is
      given;

	 	 	 
		(b) 	
      At Closing there shall have been no materially adverse
      change in the Technology and the Intellectual Property since the date of
      this Agreement; and

	 	 	 
		(c) 	
      The Vendor shall deliver to the Purchaser any documents
      to be signed by the Investor in order to register the transfer of the
      Technology, the Patents and the EDMFs, and any improvements made thereto,
      in Caleco’s name.

	 	 	 
	18. 	
      All obligations of the Vendor under this Agreement are
      subject to the fulfilment, at or prior to Closing, of the following
      conditions:

	 	 	 
		(a) 	
      Each of the representations and warranties of Caleco, the
      Principal Shareholder or Blackstone collectively set forth in this
      Agreement (i) shall have been true and correct when made and (ii) shall be
      true and correct in all material respects (except for representations and
      warranties that contain qualifications as to materiality, which shall be
      true and correct in all respects) on and as of the date of the Closing as
      if made on



7





	 		
      and as of such date (except to the extent such
      representations and warranties specifically related to an earlier date, in
      which case such representations and warranties shall be true and correct
      as of such earlier date).

	 	 	 
	 	(b) 	
      Blackstone and Caleco shall have performed in all
      material respects all obligations and shall have complied in all material
      respects with all covenants to be performed or complied with by it on or
      prior to the Closing under this Agreement.

	 	 	 
	 	(c) 	
      Since October 1st, 2008 there shall have occurred no
      event which has had or could reasonably be expected to have, individually
      or in the aggregate, a material adverse effect on either Blackstone or
      Caleco.

	 	 	 
	 	(d) 	
      Vendor shall have received certificates issued by the
      Secretary of State of the State of Nevada certifying that Caleco and
      Blackstone have legal existence and are in good standing; in each case as
      of a date no earlier than five Business Days prior to the Closing
    Date.



CLOSING

	19. 	
      Closing shall take place at the office of Caleco’s legal
      counsel at 11:00 a.m. (Pacific Standard Time) on December 12th, 2008, or
      at such time or place as mutually agreed by the parties hereto.

	 	 	 	 
	20. 	
      On Closing:

	 	 	 	 
		(a) 	
      The Vendor shall deliver to Caleco such documents as may
      be necessary to record the assignment and the transfer of the Technology
      and the Intellectual Property to Caleco, including the documents set out
      in paragraph 14(c) above;

	 	 	 	 
		(b) 	
      Caleco shall pay to the Vendor:

	 	 	 	 
			(i) 	
      $50,000 on the date that is 10 days from execution of
      this Agreement; and

	 	 	 	 
			(ii) 	
      $50,000 on Closing.

	 	 	 	 
		(c) 	
      The Principal Shareholder shall deliver to the Vendor the
      certificates representing all the Principal Shares duly endorsed in blank
      for transfer or with a stock power of attorney (in either case with the
      signature guaranteed by the appropriate official).

	 	 	 	 
	21. 	
      This Agreement may be terminated at any time prior to
      Closing contemplated hereby by:

	 	 	 	 
		(a) 	
      Mutual agreement of Caleco, the Principal Shareholder and
      the Vendor;

	 	 	 	 
		(b) 	
      Caleco and the Principal Shareholder, if there has been a
      breach by the Vendor of any material representation, warranty, covenant or
      agreement set forth in this Agreement on the part of the Vendor that is
      not cured, to the reasonable satisfaction of Caleco and the Principal
      Shareholder, within ten business days after notice of such breach is given
      by Caleco and the Principal Shareholder (except that no cure period will
      be provided for a breach by the Vendor that by its nature cannot be
      cured);

	 	 	 	 
		(c) 	
      The Vendor, if there has been a breach by Caleco or the
      Principal Shareholder of any material representation, warranty, covenant
      or agreement set forth in this Agreement on the part of Caleco or the
      Principal Shareholder that is not cured by the breaching party, to the
      reasonable satisfaction of the Vendor, within ten business days
    after



8





	 		
      notice of such breach is given by the Vendor (except that
      no cure period will be provided for a breach by Caleco or the Principal
      Shareholder that by its nature cannot be cured);

	 	 	 
	 	(d) 	
      Caleco, the Principal Shareholder or the Vendor, on 14
      days notice to the other parties of this Agreement, if the transactions
      contemplated by this Agreement have not been consummated prior to December
      12th, 2008, unless the parties agree to extend such date; or

	 	 	 
	 	(e) 	
      Caleco, the Principal Shareholder or the Vendor if any
      permanent injunction or other order of a governmental entity of competent
      authority preventing the consummation of the transactions contemplated by
      this Agreement has become final and
nonappealable.




	22. 	
      In the event of the termination of this Agreement as
      provided in Paragraph 21, this Agreement will be of no further force or
      effect, provided, however, that no termination of this Agreement will
      relieve any party of liability for any breaches of this Agreement that are
      based on a wrongful refusal or failure to perform any
  obligations.



GENERAL

	23. 	
      This Agreement may not be amended except by an instrument
      in writing signed by each of the parties.

	 	 
	24. 	
      This Agreement, the exhibits and schedules attached
      hereto contain the entire agreement between the parties with respect to
      the subject matter hereof and supersede all prior arrangements and
      understandings, both written and oral, expressed or implied, with respect
      thereto. Any preceding correspondence or offers are expressly superseded
      and terminated by this Agreement.

	 	 
	25. 	
      All notices and other communications required or
      permitted under to this Agreement must be in writing and will be deemed
      given if sent by personal delivery, faxed with electronic confirmation of
      delivery, internationally-recognized express courier or registered or
      certified mail (return receipt requested), postage prepaid, to the parties
      at the following addresses (or at such other address for a party as will
      be specified by like notice):

	 	 
		
      If to Caleco:



CALECO PHARMA CORP. 
8275 S.
Eastern Avenue, Suite 200 
Las Vegas, Nevada 89123 

Telephone: 
Facsimile: 
E-Mail:


with a copy to Caleco’s legal counsel

(which copy shall be required for a valid notice 
or other communication
hereunder): 

O’NEILL LAW GROUP PLLC 
435 Martin
Street, Suite 1010 
Blaine, WA 98230 

9




Telephone:           
Facsimile:              (360)
332-2291

E-Mail:                  
son@stockslaw.com 

If to Blackstone: 

BLACKSTONE LAKE MINERALS,
INC.,
#205 – 1480 Gulf Road 
Point Roberts, WA 98281 

Telephone:           360-927-7354

Facsimile:             
360-925-2894

E-Mail:                  
jboschert@shaw.ca 

With a copy to Blackstone’s legal
counsel 
(which copy shall be required for a valid notice 
or other
communication hereunder): 

O’NEILL LAW GROUP PLLC 
435 Martin
Street, Suite 1010 
Blaine, WA 98230

Facsimile:            (360)
332-2291

E-Mail:                
son@stockslaw.com 

If to the Principal Shareholder:

JOHN BOSCHERT 
#193 –
3rd Street, Villa Cerro Lindo 
Jose Domingo Espinar, Panama City,
Panama 

Telephone:           011-507-6618-7845/604-317-6724

Facsimile:             
011-507-391-9845/604-538-9323

E-Mail:                  
jboschert@shaw.ca 

If to the Vendor: 

NY FINANCIAL (INTERNATIONAL) CORP.

c/o El Pilar 
Cortijo Blanco 
Vicente Aleixandre 2, 
29670 San
Pedro De Alcantara 
Marbella, Malaga – SPAIN

Attention:           
F. Javier Benedi-Garcia

Fax:                      
 011-349-5278-1314

Telephone:           011-346-4804-0400

E-Mail:                 
javi@euxon.com

With a copy to the Vendor’s legal
counsel 
(which copy shall be required for a valid notice 
or other
communication hereunder): 

Troutman Sanders LLP 
The Chrysler
Building 
405 Lexington Avenue 

10




New York, New York
10174
Attention:           
Timothy I. Kahler, Esq.

Facsimile:             (212)
704-6288

Telephone:          (212)
704-6169

E-Mail:                 
timothy.kahler@troutmansanders.com 

		
      All such notices and other communications will be deemed
      to have been received (a) in the case of personal delivery, on the date of
      such delivery, (b) in the case of a fax, when the party sending such fax
      has received electronic confirmation of its delivery, (c) in the case of
      delivery by internationally-recognized express courier, on the business
      day following dispatch and (d) in the case of mailing, on the fifth
      business day following mailing.

	 	 
	26. 	
      No cancellation, modification, amendment, deletion,
      addition or other change in this Agreement or any provision hereof, or
      waiver of any right or remedy hereby provided, shall be effective for any
      purpose unless specifically set forth in writing, signed by the party to
      be bound thereby. No waiver of any right or remedy in respect of any
      occurrence or event on one occasion shall be deemed a waiver of such right
      or remedy in respect of such occurrence or event on any other
    occasion.

	 	 
	27. 	
      Each of the parties hereto will cooperate with the other
      and execute and deliver to the other parties hereto such other instruments
      and documents and take such other actions as may be reasonably requested
      from time to time by any other party hereto as necessary to carry out,
      evidence, and confirm the intended purposes of this Agreement.

	 	 
	28. 	
      Words importing the masculine gender include the feminine
      or neuter, words in the singular include the plural, words importing a
      corporate entity include individuals and vice versa.

	 	 
	29. 	
      All covenants, agreements, representations and warranties
      on the part of each of the parties to this Agreement, notwithstanding any
      investigations or enquiries made by any of the parties to this Agreement
      prior to Closing or the waiver of any condition by any of the parties to
      this Agreement, shall survive the date hereof.

	 	 
	30. 	
      This Agreement may be executed in one or more
      counterparts, all of which will be considered one and the same agreement
      and will become effective when one or more counterparts have been signed
      by each of the parties and delivered to the other parties, it being
      understood that all parties need not sign the same counterpart.

	 	 
	31. 	
      This Agreement may be executed by delivery of executed
      signature pages by fax and such fax execution will be effective for all
      purposes.

	 	 
	32. 	
      The Vendor acknowledges and agrees that O'Neill Law Group
      PLLC has acted solely as legal counsel for Caleco and the Vendor has been
      advised to obtain independent legal advice prior to execution of this
      Agreement.

	 	 
	33. 	
      This Agreement shall be governed by and construed in
      accordance with the laws of the State of Nevada and each party hereto
      adjourns to the jurisdiction of the courts of the State of
  Nevada.

	 	 
	34. 	
      Time shall be of the essence of this Agreement and all
      provisions hereof.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

11




IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed under their corporate seals and the hands of their
proper officers duly authorized in that behalf. 

NY FINANCIAL (INTERNATIONAL) CORP. 
By its authorized
signatory: 


/s/ F. Javier Benedi
Garcia                                                          
Signature
of Authorized Signatory 


F. Javier Benedi
Garcia                                                                  

Name of Authorized Signatory 


Sole
Director                                                                                  

Title 


CALECO PHARMA CORP. 
By its authorized signatory:



/s/ John
Boschert                                                                         
Signature
of Authorized Signatory 



John
  Boschert                                                                              

  Name
  of Authorized Signatory 



President, Secretary and
  Treasurer                                          
  

Title 


BLACKSTONE LAKE MINERALS, INC. 
By its authorized
signatory: 


/s/ John
Boschert                                                                         
Signature
of Authorized Signatory 


John
Boschert                                                                              
Name
of Authorized Signatory 


President, Secretary and
Treasurer                                          

Title 


/s/ John
Boschert                                                                       

JOHN BOSCHERT 

12




SCHEDULE A 
TO THE TECHNOLOGY PURCHASE
AGREEMENT 
BETWEEN NY FINANCIAL (INTERNATIONAL) CORP. AND 
CALECO
PHARMA CORP. 
DATED EFFECTIVE OCTOBER 16th, 2008 

 

LIST OF US PATENT APPLICATIONS


	1. 	US Provisional Patent Application
      
#60/901,602 	Compositions and Methods of
      Treatment of Liver Disease 
	2. 	US Provisional Patent Application
      
#61/000,550 	Compositions and Methods of
      Treatment of Liver Disease 
	3. 	US Non-Provision Patent
      Application 
#12/069,905 	Compositions and Methods of
      Treatment of Liver Disease 



LIST OF EUROPEAN PATENT APPLICATIONS


	1. 	PCT Patent Application 
# US
      12/069,905 
	Compositions and Methods of
      Treatment of Liver Disease 



13




SCHEDULE B 
TO THE TECHNOLOGY PURCHASE
AGREEMENT 
BETWEEN NY FINANCIAL (INTERNATIONAL) CORP. AND 
CALECO
PHARMA CORP. 
DATED EFFECTIVE OCTOBER 16th, 2008 

 

LIST OF EUROPEAN DRUG MASTER FILES 



	  	Exxentia File Number of EDMF 
	Description of EDMF 
	
      1. 

       
	ED/0812313 	Calendula officinalis L. water extraction 
	
      2. 

       
	ED/0812312 	Artemisia abrotannum L. water extraction 
	
      3. 

       
	ED/0812311 	Agrimonia eupatoria L.
      water extraction 
	
      4. 

       
	ED/0812314 	Lamium album L. water
      extraction 



14