ex4-16.htm


    OFFER
AND AGREEMENT TO PURCHASE

     

    THIS AGREEMENT is made as of
the 30th day of April, 2008 (the “Effective Date”) between
Sprott-Shaw Degree College Corp., a British Columbia company having an office at
Unit 1200, 777 West Broadway, Vancouver, BC, V5Z 4J7 (the “Purchaser”) and Global Education in Tourism Ltd.
(the “Vendor”), a
British Columbia Company, having its registered office address 700 – 625 Howe
Street, Vancouver, B.C. V6C 2T6.

     

    BACKGROUND

     

    A. The Vendor carries
on the business of offering educational courses and instruction in various
locations in British Columbia under the trade name “TTI Tourism Training” and
other similar names and carries on the business in China utilizing the AHLA
License (as herein defined) (together the“ Business”).

     

    B. The Vendor has
agreed to sell to the Purchaser, or its nominee corporation or assignee, and the
Purchaser has agreed to purchase certain property and assets owned by the Vendor
on the terms and subject to the conditions provided in this
Agreement.

     

    C. The Vendor carries
on the business of offering educational courses and instruction in various
locations in China and in connection with its operations and has entered into
the AHLA License Agreement (as defined herein).

     

    D. Roxanne Ang and
Conrad Siy (together the "Covenantors") individually or
through companies owned by them, own and control the Vendor and consequently
have an interest in the transactions herein set forth.

     

    TERMS
OF AGREEMENT

     

    In consideration of
the premises and the covenants, agreements, representations, warranties and
payments contained in this Agreement and other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), the parties agree
as follows:

     

    
      	
              1.  

            	
              DEFINITIONS

            


    

     

    Whenever used in
this Agreement or in the Schedules hereto, unless there is something in the
subject matter or context inconsistent therewith, the following words and terms
will have the indicated meanings and grammatical variations of such words and
terms will have corresponding meanings:

     

    
      	
              (a)  

            	
              "AHLA License" means a
      license entered into between the Vendor as Licensee and the Educational
      Institute of the American Hotel and Lodging Association (the “Licensor”)
      as Licensor dated the 28th
      day of March, 2007, a copy of which is attached hereto as Schedule
      B;

            


    

     

    
      	
              (b)  

            	
              “Approvals” means all
      licenses, approvals and authorizations required from all regulatory and
      governing bodies for the Purchaser to purchase the Assets and offer the
      TTI Courses and confer diplomas and degrees with respect to same,
      including without limitation Approvals from the Private Career Training
      Institutions Agency (the “PCTIA Approvals” which are listed in Schedule
      A);

            


    

     

    
      	
              (c)  

            	
              “Assets” means those
      assets listed on Schedule A including without limitation the goodwill
      related to the Business, the TTI Student Contracts and the TTI
      Employment/Consulting Contracts;

            


    

     

    
      	
              (d)  

            	
              “Closing” means the 1st
      day of May, 2008;

            


    

     

    
      	
              (e)  

            	
              “Collateral Mortgage”
      means a mortgage granted by the Covenantors to the Purchaser as collateral
      security for the Indemnity in the form attached as Schedule F, such
      collateral mortgage to be subject only to a first mortgage in favour of
      HSBC Bank Canada in the principal amount of $670,000 registered against
      1042 Part Drive, Vancouver (PID: 014-012-821, New Westminster Land Title
      Office) (the “Home Property”) as Instrument BX103375 and a second mortgage
      in favour of Value Property Center Inc. in the principal amount of
      $77,688.28 registered as Instrument , and to no other financial
      encumbrances;

            


    

     

    
      	
              (f)  

            	
              “Conrad Consulting Agreement”
      means a consulting agreement to be entered into between the
      Purchaser and Conrad Siy pursuant to which he will proved services to the
      Company and agrees not to compete with the
  Company;

            


    

     

    
      	
              (g)  

            	
              "Encumbrances" means
      mortgages, charges, pledges, security interests, liens, encumbrances,
      actions, rights and claims, adverse interests, acquisition rights of third
      parties, demands and equities of any nature, whatsoever or howsoever
      arising, and any rights or privileges capable of becoming any of the
      foregoing;

            


    

     

    
      	
              (h)  

            	
              “Existing TTI Premises”
      means Units 200 & 301 – 1245 West Broadway, Vancouver, B.C.
      (the “Vancouver Campus”) and 207 – 14888 – 104th
      Ave., Surrey, B.C. V3R 1M4 (the “Surrey Campus”) at which the Vendor now
      offers the TTI Courses;

            


    

     

    
      	
              (i)  

            	
              “Indemnity” has the
      meaning given to it in Section 11
hereof;

            


    

     

    
      	
              (j)  

            	
              “IP Assets”
      means:

            


    

     

    
      	
              (i)  

            	
              any and all
      IP Rights as set out in Schedule A (the “Owned IP”),
  and

            


    

     

    
      	
              (ii)  

            	
              the rights of
      the Vendor in IP Rights that are not owned by the Vendor and that are used
      in the operation, conduct or maintenance of the Business, as it is
      currently and has historically been operated, conducted or maintained as
      set out in Schedule A (the “Licensed
IP”);

            


    

     

    
      	
              (k)  

            	
              “IP Rights” means any and
      all industrial or intellectual property (whether foreign or domestic,
      registered or unregistered) including without limitation: (i) all
      inventions (whether patentable or unpatentable and whether or not reduced
      to practice), and all patents, patent applications and patent disclosures,
      together with all reissuances, continuations, continuations in part,
      revisions, extensions and re examinations thereof; (ii) all trade marks,
      trade names, trade dress, logos, business names, corporate names, domain
      names, uniform resource locators (URL’s) and the internet websites related
      thereto, and including all goodwill associated therewith and all
      applications, registrations and renewals in connection therewith; (iii)
      all copyrightable works, all copyrights and all applications,
      registrations and renewals in connection therewith; (iv) all industrial
      designs and all applications, registrations and renewals in connection
      therewith; (v) all proprietary, technical or confidential information,
      including all trade secrets, processes, procedures, know how, show how,
      formulae, methods, data, compilations, databases and the information
      contained therein; (vi) all computer software (including all source code,
      object code and related documentation); and (vii) any industrial or
      intellectual property that may exist, arise or be embodied in those items
      set out in Schedule A together with: (a) all copies and tangible
      embodiments of the foregoing (in whatever form or medium); (b) all
      improvements, modifications, translations, adaptations, refinements,
      derivations and combinations thereof; and (c) all intellectual property
      rights related thereto;

            


    

     

    
      	
              (l)  

            	
              "Roxanne Employment
      Agreement" means an employment agreement to be entered into between
      the Purchaser and Roxanne Ang pursuant to which she will proved services
      to the Company and agrees not to compete with the
  Company;

            


    

     

    
      	
              (m)  

            	
              “Trust Agreement” means
      an agreement entered into by the Vendor as Trustee and the Purchaser as
      beneficiary pursuant to which the Vendor will hold all Licenses and
      Approvals and any other Assets which cannot be transferred to the
      Purchaser on Closing for any reason including that consents to transfer
      are not yet available in trust for the Purchaser, such agreement to be
      satisfactory in form and content to the
  Purchaser;

            


    

     

    
      	
              (n)  

            	
              “TTI Employment/Consulting
      Contracts” means those contracts made by the  Vendor with
      employees of the Vendor and independent contractors pursuant to which such
      employees and contractors provide teaching services to the Vendor, all of
      which are summarized in Schedule C;

            


    

     

    
      	
              (o)  

            	
              "TTI Financial
      Statements" mean financial statements for the operations of the
      Vendor for the period from Sept. 1, 2006 to Aug. 31, 2007 attached hereto
      as Schedule D and will also include the TTI Interim Financial Statements
      when delivered to the Purchaser as required
  herein;

            


    

     

    
      	
              (p)  

            	
              "TTI Interim Financial
      Statements" mean financial statements for the operations of the
      Vendor for the period from Sept. 1, 2007 to Mar. 31,
  2008;

            


    

     

    
      	
              (q)  

            	
              “TTI Courses” means those
      courses offered by the Vendor at its locations in British
      Columbia;

            


    

     

    
      	
              (r)  

            	
              "TTI Students" means
      students who have individually entered into a TTI Student Contract with
      the Vendor pursuant to which the Vendor still owes obligations to its
      student as set forth therein;

            


    

     

    
      	
              (s)  

            	
              "TTI Student Contracts"
      means contracts entered into by the Vendor with students pursuant to which
      the Vendor has agreed to provide TTI Courses the terms of which are
      summarized on Schedule E.

            


    

     

    
      	
              1.2  

            	
              Schedules

            


    

     

    The following
Schedules are attached to and form part of this Agreement:

     

    Schedule A – Assets
including without limitation IP Rights and PCTIA Approvals

     

    Schedule B – AHLA
License Agreement

     

    Schedule C – TTI
Employment/Consulting Agreements

     

    Schedule D – TTI
Financial Statements

     

    Schedule E – TTI
Student Contracts

     

    Schedule F –
Collateral Mortgage

     

    
      	
              2.  

            	
              PURCHASE

            


    

     

    
      	
              2.1  

            	
              Purchase

            


    

     

    On Closing the
Vendor shall sell, assign and transfer to the Purchaser, and the Purchaser shall
purchase the Assets, free and clear of any and all Encumbrances and the Vendor
shall cease all operation of the Business as set out herein.

     

    
      	
              3.  

            	
              PURCHASE
      PRICE 

            


    

     

    
      	
              3.1  

            	
              Purchase
      Price

            


    

     

    The purchase price
for the Assets is $180,000.00 plus the assumption by the Purchaser of
obligations of the Vendor under the TTI Student Contracts (the “Purchase Price”).

     

    The Purchaser will
pay the Purchase Price to the Purchaser by solicitors trust cheque except for
$22,500 which shall be heldback by the Purchaser’s Solicitors in their trust
account as further security for performance by the Vendor and Covenantors of
their obligations under this Agreement.  Provided there are no claims
by the Purchaser against the Vendor or the Covenantors hereunder as of six (6)
months from the Closing Date, the Purchaser’s Solicitors shall release the
Holdback Funds to the Vendor and the Purchaser shall discharge the Collateral
Mortgage.

     

    
      	
              3.2  

            	
              Post-Closing
      Adjustment of Purchase Price based on Deferred Revenue and Accounts
      Receivable as at April 30, 2008

            


    

     

    The Vendor has
provided to the Purchaser a list of TTI Students as at March 31, 2008 and will
provide to the Purchaser a list of TTI Students as at April 30, 2008 in similar
detail no later than May 1, 2008. The Purchaser will verify and approve the
April 30, 2008 list no later than 10 working days after receiving it and
calculate deferred revenue and accounts receivable based on the approved April
30, 2008 list. By April 30, 2008, if deferred revenue minus accounts receivable
from TTI Students registered between April 1 and April 30, 2008 is greater than
zero, the Purchase Price will be reduced by the amount equal to deferred revenue
minus accounts receivable and the Vendor will pay to the Purchaser the reduction
forthwith.  On the contrary, if deferred revenue minus accounts
receivable from TTI Students registered between April 1 and April 30, 2008 is
less than zero, the Purchase Price will be increased by the amount equal to
accounts receivable minus deferred revenue and the Purchaser will pay to the
Vendor the increase forthwith.

     

    
      	
              4.  

            	
              VENDOR
      AND COVENANTOR REPRESENTATIONS AND
WARRANTIES

            


    

     

    
      	
              4.1  

            	
              Representations
      and Warranties

            


    

     

    The Vendor and
Covenantors hereby jointly and severally represent and warrant to the Purchaser
as follows:

     

    
      	
              (a)  

            	
              the Assets
      are solely owned by the Vendor as the legal and beneficial owner thereof
      subject to no Encumbrances except those Encumbrances which will be
      discharged by the  Vendor on
Closing;

            


    

     

    
      	
              (b)  

            	
              Status,
      Constating Documents and Approvals;

            


    

     

    
      	
              (i)  

            	
              the Vendor is
      duly licensed, registered and qualified as corporation to carry on the
      Business as it is now being conducted and is up to date in the filing of
      all required corporate returns and other notices and
    filings;

            


    

     

    
      	
              (ii)  

            	
              The Approvals
      are all of the approvals that are material to the operation of the
      Business and are valid and subsisting.  True and complete copies
      of the Approvals have been delivered to the Purchaser prior to the date
      hereof.  The Vendor is in compliance with in all material
      respects with all terms and conditions of the Approvals.  There
      are no proceedings in progress, or the knowledge of the Vendor or
      Covenantors pending or threatened, that could result in the revocation,
      cancellation or suspension of any of the
  Approvals;

            


    

     

    
      	
              (c)  

            	
              PCTIA has
      issued the PCTIA Accreditations and the PCTIA Approvals set forth on
      Schedule A for all of the PCTIA courses offered by the
    Vendor;

            


    

     

    
      	
              (d)  

            	
              all PCTIA
      Approvals are in good standing and unamended and permit the Vendor to
      carry on the Business as it currently does and to confer the certificates
      referred to therein in accordance with the requirements thereof; the
      Vendor has not violated any term or provision of the PCTIA Approvals and
      all operations of the Vendor are in material compliance therewith; and the
      Vendor has not received any notice containing any reference to any matter
      or event which may threaten or lead to the termination or suspension of
      the PCTIA Approvals;

            


    

     

    
      	
              (e)  

            	
              the TTI
      Student Contracts and all obligations thereunder are fully summarized in
      Schedule E attached hereto which contains all materials terms thereof
      including without limitation all outstanding liabilities and there are no
      defaults by the Vendor or any of the students
  thereunder;

            


    

     

    
      	
              (f)  

            	
              the TTI
      Employment/Consulting Contracts and all obligations thereunder are fully
      summarized in Schedule C attached hereto which contains all materials
      terms thereof including without limitation all outstanding liabilities and
      there are no defaults by the Vendor or any other person thereunder; each
      employment contract can be terminated with the only resulting liability
      for termination being the minimum amount payable pursuant to the Employment Standards Act,
      British Columbia without further compensation of any nature or kind
      and each consulting agreement terminates at the end of the current course
      for which the contract has been
issued;

            


    

     

    
      	
              (g)  

            	
              there have
      been no amendments to the AHLA License except as are attached hereto and
      included in Schedule B; the AHLA License, is in good standing and there
      are no defaults thereunder by either the Vendor or the Licensor and the
      Vendor will obtain before Closing all of the consents necessary from the
      Licensor for the assignment thereof to the Purchaser or its designate;
      upon receipt of such consent, the Vendor has the right to assign all
      right, title and interest in and to the AHLA License to the Purchaser or
      an affiliate of the Purchase and upon such assignment, the assignee will
      have all of the rights and entitlements of the Vendor thereunder; on or
      before Closing the Vendor will have terminated any and all arrangements,
      contractual or otherwise, for any third party to use or apply any rights
      contained in the AHLA License;

            


    

     

    
      	
              (h)  

            	
              the Vendor
      has paid or will pay on Closing all fees, royalties and all other amounts
      which can or may be payable under the AHLA License accrued as of, or
      payable for any time or period to, the Closing
  Date;

            


    

     

    
      	
              (i)  

            	
              the Vendor
      has paid or will pay on Closing all monies to all statutory and/or
      government agencies which, if not paid, could constitute or create a lien
      or charge on the Assets;

            


    

     

    
      	
              (j)  

            	
              TTI Tourism
      Training Institute Ltd. is a wholly owned subsidiary of the Vendor and has
      no assets or liabilities and has not carried on any business except for
      use of the Tradename “TTI” or variations thereof in connection with the
      Business; the Vendor owns all of the issued and outstanding shares of the
      TTI Tourism Training Institute Ltd. and there is no person who has any
      claim or right to acquire any shares
thereof;

            


    

     

    
      	
              (k)  

            	
              the TTI
      Financial Statements attached hereto have been prepared in accordance with
      GAAP applied on a basis consistent with previous fiscal years, are true,
      correct and complete in all material respects and present fairly the
      assets, liabilities and financial condition of the Vendor (including any
      subsidiaries if consolidated) as at the respective dates thereof and the
      results of operations for the period to which such financial statements
      relate; the TTI Financial Statements are prepared on the following basis
      for each period: At the end of the period end, we prepare two lists based
      on GAAP which list

            


    

     

    
      	
              (i)  

            	
              List 1 - All
      students that have registered but have not started the
      courses;

            


    

     

    
      	
              (ii)  

            	
              List 2 - All
      students that have started their course and are still taking courses with
      the Vendor as of end of the period.

            


    

     

    On List 1, the
Vendor determines for the prior period the total revenue, the deposit that were
paid to the Vendor and the amount of revenue that should be deferred based of
GAAP.

     

    On List 2, the
Vendor determines what portion of each course in which each TTI Student is
enrolled still has to be deferred and what amount is still outstanding or
overpaid by the TTI Student at end of the period.

     

    Based on List 1 and
List 2, the Vendor determines as of end of the Period, how much revenues is
deferred, how much accounts receivable must be reflected in the Interim
Financial Statements the amount of the deposits the Vendor is holding on behalf
of TTI Students which are shown an a liability.

     

    All of the
foregoing is done in accordance with good accounting practice consistently
applied and the interim financial statements are then adjusted at year end in
accordance with GAAP.

     

    
      	
              (l)  

            	
              neither the
      Vendor nor any company affiliated with the Vendor or in any way involved
      in the provision of educational services of any nature or kind as referred
      to herein is a party to any collective agreement with or commitment to any
      labour union, trade union, council of trade unions, employee bargaining
      agent or affiliated bargaining agent or employee association
      (collectively, “Labour Representatives”) nor has it conducted negotiations
      with respect to any future such collective agreement or
      commitment;

            


    

     

    
      	
              (m)  

            	
              on Closing,
      the Vendor will not be in default of any Term or provision of the Existing
      TTI Premises Leases, and the terms and provisions of such leases are
      unchanged from the copies thereof delivered by the Vendor to the
      Purchaser.  The Vendor has or will obtain consent of the
      Vancouver Landlord to the Vancouver
Sublease;

            


    

     

    
      	
              (n)  

            	
              the Vendor is
      a resident of Canada and is a GST registrant under the provisions of the
      Excise Tax Act under number ;

            


    

     

    
      	
              (o)  

            	
              the Vendor
      has disclosed to the Purchaser all matters which are material to this
      transaction and has not failed to disclose any information or matter which
      would be of material significance in the determination by the Purchaser to
      proceed with this transaction;

            


    

     

    All covenants,
representations and warranties herein contained are true and accurate as of the
date hereof and shall be true and accurate on the Closing Date and shall not
merge on Closing and shall survive and continue in full force and effect
following Closing.

     

    
      	
              5.  

            	
              VENDORS
      COVENANTS

            


    

     

    
      	
              5.1  

            	
              No
      Assumption of Liabilities by
Purchaser

            


    

     

    Except as here
specifically set forth, the Purchaser will not assume any obligations,
liabilities or contracts of the Vendor and the Vendor and Covenantors, jointly
and severally, will indemnify and save harmless the Purchaser in respect of any
liabilities, costs, damages or expenses of any nature or kind with respect
thereto or to the Business including, without limitation, legal costs and
disbursements.

     

    
      	
              5.2  

            	
              Termination
      of Employees

            


    

     

    On or before the
Closing, the Vendor will cease operation of the Business including operations in
British Columbia and China and the Vendor will be fully responsible for and pay
all liabilities related to its employees.  The Purchaser agrees to
offer employment or consulting agreements to such employees and consultants of
the Vendor, as the case may be, as are selected by the Purchaser in its
discretion, and for those employees or consultants who are selected, such
agreements shall be on substantially the same terms and conditions as set forth
on Schedule C, effective as of the day following the Closing.

     

    
      	
              6.  

            	
              PCTIA
      REQUIREMENTS

            


    

     

    6.1 Persons that are
students enrolled in career programs approved by PCTIA (“TTI students”), are not
party to this agreement.

     

    6.2 Subject to the
limitations in this section, TTI Student Contracts existing between the TTI
Students and the Vendor prior to Closing or when this agreement comes into
effect will be assigned by the Vendor to the Purchaser and the Purchaser will
accept the assignment and assume the liabilities under these student contracts
associated with educational services that were to be provided by the the Vendor
to TTI Students from Closing until the termination date of the contract between
the Vendor and TTI Students. The Vendor will be solely responsible for and the
Purchaser will not be responsible for liabilities under the TTI Student
Contracts that may remain in relation to the provision of educational services
that were to be provided by the Vendor to the TTI Students prior to the Closing
Date.

     

    6.3 The Purchaser will,
for the purpose of serving current TTI Students, adopt admission standards and
fees for its programs and current students that are the same as those previously
adopted by the Vendor, and accept that current TTI Students have met the
standards for the programs they were enrolled in by the Vendor.

     

    6.4 All TTI Students
that intend to continue their studies as students with the Purchaser must have
provided a written notice to the Purchaser that they agree to the assignment of
the contract they had with the Vendor.  In the event one or more TTI
Students do not intend to continue their studies with the Purchaser, the
Purchaser must within 10 working days of being so advised by the student(s),
issue a full tuition refund to the student(s).

     

    6.5 If any TTI Student
does not intend to continue and the Purchaser must refund monies to such
student, the amount so refunded shall be paid by the Vendor to the Purchaser
forthwith on request.

     

    
      	
              7.  

            	
              CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF THE
PURCHASER

            


    

     

    
      	
              7.1  

            	
              Conditions
      Precedent

            


    

     

    The obligations of
the Purchaser under this Agreement are subject to the following conditions for
the exclusive benefit of the Purchaser being fulfilled or waived by the
Purchaser on or before the date specified below:

     

    
      	
              (a)  

            	
              on or before
      April 23, 2008, the Purchaser shall be satisfied, in its sole discretion,
      with the TTI Interim Financial Statements and all other matters related to
      the Business and the Assets to be purchased hereunder.  If the
      Purchaser has not waived this condition in writing on or before the date
      specified above, this Agreement shall be null and void and of no further
      force and effect.

            


    

     

    
      	
              (b)  

            	
              on Closing,
      the Vendor shall have fulfilled and complied with all of its obligations
      herein contained and all the representations and warranties herein shall
      be true and accurate.

            


    

     

    
      	
              7.2  

            	
              Right
      of Rescission

            


    

     

    If any of the
conditions this Article 7 are not fulfilled or
waived, the Purchaser on Closing may, in addition to all other remedies, rescind
this Agreement by notice in writing to the Vendor.  In such event, the
Purchaser may:

     

    
      	
              (a)  

            	
              refuse to
      complete the transactions contemplated herein by notice to the Vendor and
      in such event each of the Vendor and the Purchaser shall be released from
      all obligations hereunder; or

            


    

     

    
      	
              (b)  

            	
              complete the
      transaction contemplated herein, it being expressly understood and agreed
      that the Purchaser may rely, notwithstanding such completion, upon the
      covenants and conditions contained in this
  Agreement.

            


    

     

    
      	
              7.3  

            	
              Waiver

            


    

     

    The conditions in
Article 7 may be waived by the Purchaser in whole
or in part without prejudice to any right of rescission or any other right in
the event of the non-fulfilment of any other condition or conditions. A waiver
will be binding only if it is in writing.

     

    
      	
              8.  

            	
              CLOSING

            


    

     

    
      	
              8.1  

            	
              Vendor
      Documents

            


    

     

    On the Closing, the
Vendor shall cause its solicitors to deliver the following documents to the
Purchaser's solicitors in a form satisfactory to the Purchaser upon reasonable
solicitor's trust conditions for use of the purchase monies to discharge
existing financial encumbrances as are customary for transactions of this nature
in British Columbia:

     

    
      	
              (a)  

            	
              Assignment by
      the Vendor to the Purchaser all TTI Student
  Contracts;

            


    

     

    
      	
              (b)  

            	
              Assignment by
      the Vendor to the Purchaser of
Approvals;

            


    

     

    
      	
              (c)  

            	
              Assignment by
      the Vendor to the Purchaser or its affiliate of the AHLA License to CIBT
      Education Group Corp. or such other person as the Purchaser may designate
      with the consent of the Licensor affixed thereto (the “AHLA License
      Assignment”);

            


    

     

    
      	
              (d)  

            	
              Bill of Sale
      for the Assets;

            


    

     

    
      	
              (e)  

            	
              an executed
      copy of the Roxanne Employment Agreement and the Conrad Consulting
      Agreement;

            


    

     

    
      	
              (f)  

            	
              the
      Collateral Mortgage and ancillary documents including acknowledgement of
      standard mortgage terms;

            


    

     

    
      	
              (g)  

            	
              Subleases
      (the “Subleases”) of the Existing TTI Premises for the period from the
      Closing Date to May 30, 2008, consented to by the Landlords thereof with
      rental amount to be paid thereunder for the month equal to the rent under
      the TTI Existing Premises Leases;

            


    

     

    
      	
              (h)  

            	
              Corporate
      resolutions of the Vendor and its shareholders authorizing this
      transaction;

            


    

     

    
      	
              (i)  

            	
              Opinion of
      the Vendor’s counsel regarding the status of the Vendor and authorization
      of this transaction;

            


    

     

    
      	
              (j)  

            	
              the Trust
      Agreement;

            


    

     

    
      	
              (k)  

            	
              Statutory
      Declaration of the Covenantors confirming accuracy of representations and
      warranties and fulfillment of closing
  conditions;

            


    

     

    
      	
              (l)  

            	
              election
      under S.167 of the Excise Tax
      Act;

            


    

     

    
      	
              (m)  

            	
              such other
      documentation as the Purchaser reasonably requires to effect the terms and
      provisions of this Agreement;

            


    

     

    Documents shall
generally be prepared by the Purchaser and submitted to the Vendor for execution
in the normal course of transactions of this nature in the Province of British
Columbia.  On Closing the Vendor will deliver to the Purchaser
possession of the Assets and the TTI Existing Premises.

     

    
      	
              8.2  

            	
              Purchaser’s
      Documents

            


    

     

    On the Closing, the
Purchaser will deliver to the Vendor's solicitors the following:

     

    
      	
              (a)  

            	
              by
      solicitor’s trust cheque the Purchase Price;
and

            


    

     

    
      	
              (b)  

            	
              an executed
      copy of the Roxanne Employment Agreement and the Conrad Consulting
      Agreement.

            


    

     

    on solicitor’s
trust conditions for discharge of Encumbrances and other matters as are
reasonable for a transaction of this type in British Columbia.

     

    
      	
              8.3  

            	
              Pre-Closing
      Obligations

            


    

     

    From the date
hereof and at all times prior to Closing, the Vendor and the Covenantors
will:

     

    
      	
              (a)  

            	
              assist and
      cooperate with the Purchaser to ensure that the transition of the
      Approvals to the Purchaser on and after Closing will proceed in a proper
      and timely manner; and

            


    

     

    
      	
              (b)  

            	
              deliver to
      the Purchaser all authorizations and documents necessary or reasonably
      required for the Purchaser to complete its due
  diligence.

            


    

     

    The Vendor will
deliver to the Purchaser the TTI Interim Financial Statements on or before April
15, 2008.

     

    
      	
              8.4  

            	
              Post
      Closing Obligations

            


    

     

    Following
Closing:

     

    
      	
              (a)  

            	
              the Vendor
      and the Covenators will do all things reasonably necessary as required by
      the Purchaser from time to time to ensure that the Purchaser becomes
      entitled to use all of the Approvals including, without limitation, the
      PCTIA Approvals, for the courses formerly offered by the Vendor as TTI
      Courses; and

            


    

     

    
      	
              (b)  

            	
              in
      conjunction with the transfer of the PCTIA Approvals or issuance of new
      approvals to the Purchaser, the Vendor will not change its name and will
      continue to cooperate with and offer the TTI Courses in the name of the
      Vendor as required by and in cooperation with the Purchaser to conform
      with all of PCTIA requirements relative thereto pending the transfer of
      the PCTIA Approvals to the
Purchaser;

            


    

     

    
      	
              (c)  

            	
              if the
      Purchaser has agreed to complete this transaction but any closing document
      has not been delivered, the Vendor and Covenantors will obtain and deliver
      such documents as soon as possible following
  Closing.

            


    

     

    
      	
              9.  

            	
              FURTHER
      ASSURANCES

            


    

     

    The parties will
execute such further and other documents and do such further and other things as
may be necessary to carry out and give effect to the intent of this
Agreement.

     

    
      	
              10.  

            	
              SET-OFF

            


    

     

    If, under this
Agreement or any document delivered under this Agreement, the Vendor or the
Covenantors become obligated to pay any sum of money to the Purchaser, then such
sum may at the election of the Purchaser, and without limiting or waiving any
right or remedy for the Purchaser under this Agreement, be set off against and
will apply to any sum of money or security owed by the Purchaser to the Vendor
or the Covenantors until such amount has been completely set off.

     

    
      	
              11.  

            	
              INDEMNITY

            


    

     

    11.1 The Vendor and the
Covenantors hereby agree, jointly and severally, to indemnify and save the
Purchaser harmless from and against all losses, damages, claims and or expenses
of any nature or kind (including without limitation legal fees and expenses)
incurred by the Purchaser as a result of:

     

    
      	
              (a)  

            	
              any non
      performance or non fulfillment of any covenant or agreement on the part of
      the Vendors contained in this Agreement or in any document executed
      pursuant to, or contemplated by, this Agreement in order to carry out the
      transactions contemplated hereby;
and

            


    

     

    
      	
              (b)  

            	
              any
      misrepresentation, inaccuracy, incorrectness or breach of any
      representation or warranty made by the Vendor and/or Covenantors contained
      in this Agreement or contained in any document or certificate given in
      order to carry out the transactions contemplated hereby except that the
      Vendor and Covenantors shall not be required to indemnify or save harmless
      the Purchaser in respect of any such failure unless the Purchaser shall
      have provided notice thereof to the Vendors on or prior to the date which
      is six (6) months following the
Closing.

            


    

     

    The Covenantors
agree to execute and deliver the Collateral Mortgage to the Purchaser on Closing
as further security for this indemnity.

     

    
      	
              12.  

            	
              NOTICE

            


    

     

    All notices
required or permitted to be given under this Agreement will be in writing and
delivered personally or by courier to the address of the intended recipient set
forth on the first page of this Agreement or at such other address as may from
time to time be notified by any of the parties in the manner provided in this
Agreement.  All notices to the Covenantors may be delivered to the
address of the Vendor and if so delivered shall be deemed received by the
Covenantors.

     

    
      	
              13.  

            	
              ARBITRATION

            


    

     

    If a dispute or
disagreement arises as between the Vendor and the Purchaser in relation to any
matter or issue respecting this Agreement or its terms, the same shall be
resolved by binding arbitration under the Commercial Arbitration Act
(British Columbia).  Any such arbitration shall take place in
the City of Vancouver, British Columbia.

     

    
      	
              14.  

            	
              ENTIRE
      AGREEMENT

            


    

     

    This Agreement and
attached schedules constitute the entire agreement between the parties and there
are no representations or warranties, express or implied, statutory or otherwise
and no collateral agreements other than as expressly set forth or referred to in
this Agreement.

     

    
      	
              15.  

            	
              ASSIGNMENT

            


    

     

    This Agreement may
not be assigned by the Vendor without the prior written consent of the
Purchaser, which consent may be arbitrarily withheld. The Purchaser may assign
this agreement to a nominee corporation without the prior consent of the
Vendor.

    


    
      	
              16.  

            	
              COVENANTORS

            


    

     

    The Covenantors are
jointly and severally liable with the Vendor to perform and comply with all
obligations of the Vendor hereunder.

    


    
      	
              17.  

            	
              TIME
      OF THE ESSENCE

            


    

     

    Time will be the
essence of this Agreement.

     

    
      	
              18.  

            	
              APPLICABLE
      LAW

            


    

     

    This Agreement will
be governed by and interpreted in accordance with the laws of British
Columbia.

     

    
      	
              19.  

            	
              SUCCESSORS
      AND ASSIGNS

            


    

     

    This Agreement will
enure to the benefit of and be binding upon the parties and their respective
successors and permitted assigns.

     

    
      	
              20.  

            	
              HEADINGS

            


    

     

    The headings
appearing in this Agreement are inserted for convenience of reference only and
will not affect the interpretation of this Agreement.

     

    AS EVIDENCE OF THEIR AGREEMENT
the parties have executed this Agreement as of the day and year first above
written.

     

    SPROTT-SHAW
DEGREE COLLEGE CORP.

    Per:

    


    


    Authorized
Signatory

    


     

     

    GLOBAL
EDUCATION IN TOURISM LTD.

    


    Per:

    


    


    Authorized
Signatory

    


     

    


    
      	
              SIGNED,
      SEALED & DELIVERED by ROXANNE ANG in the
      presence of:

               

               

              Signature of
      Witness

               

              Name:                                                                  

               

              Address:                                                                  

               

               

               

              Occupation:                                                                  

            	
               

               

               

               

              /s/
      ROXANNE ANG

            
	
              SIGNED,
      SEALED & DELIVERED by CONRAD SIY in the
      presence of:

               

               

              Signature of
      Witness

               

              Name:                                                                  

               

              Address:                                                                  

               

               

               

              Occupation:                                                                  

            	
               

               

               

               

              /s/
      CONRAD SIY

            


    

    


     

    
      SCHEDULE
A

       

      ASSETS
INCLUDING IP RIGHTS AND PCTIA APPROVALS

       

      


    

    
      


       

      


    

    


     

    


     

    
      	
              ·  

            	
              The AHLA
      License Agreement

            


    

     

    
      	
              ·  

            	
              All issued
      and outstanding shares of TTI Tourism Training Institute
    Ltd.

            


    

     

    
      	
              ·  

            	
              All right,
      title and interest of the Vendor in and to the name “TTI” and all
      variations thereof and the IP
Assets

            


    

     

    
      	
              ·  

            	
              All PCTIA
      Courses material and copyright
therein

            


    

     

    
      	
              ·  

            	
              The TTI
      Student Contracts

            


    

     

    
      	
              ·  

            	
              The Approvals
      including, without limitation, the PCTIA Approvals for all educational
      courses offered by the Vendor to TTI
Students

            


    

     

    


     

    See also following pages 2 & 3

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SCHEDULE
      B

              AHLA
      LICENSE AGREEMENT

            


    

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

              SCHEDULE
      C

              TTI
      EMPLOYMENT/CONSULTING AGREEMENTS

               

               

               

            


    

    
       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
D

       

      TTI
FINANCIAL STATEMENTS

       

      [TTI Interim
Financial Statements are to be included when delivered by the Vendor to the
Purchaser in accordance with this Agreement]

       

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

    

    
      SCHEDULE
E

       

      TTI
STUDENT CONTRACTS

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

       

      SCHEDULE
F

       

      Collateral
Mortgage