ex4-15.htm


    SPROTT-SHAW
DEGREE COLLEGE CORP. (“Purchaser”)

     

    -
and -

     

    S.L.D.
ENTERPRISES INC.  (“SLD”)

     

    -
and -

     

    3631
INVESTMENTS LTD.  (“ 3631”)

     

    -
and –

     

    0522645
B.C. LTD.  (“522”)

     

    -
and –

     

    CCS
– THE CAREER COACHING CENTRE INC. (“CCS”)

     

    (collectively,
SLD, 3631, 522 and CCS are the “Vendors”)

     

    -
and -

     

    DEAN
DUPERRON  (“Dean”)

     

    SHERRI
DUPERRON  (“Sherri”)

     

    (collectively
Sherri and Dean are the “Covenantors”)

     

    -
and –

     

    CIBT
EDUCATION GROUP INC.  (“CIBT”)

     

    
      


       

      


    

    ASSET
PURCHASE AGREEMENT

     

    
       

    

    December
17, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    TABLE
OF CONTENTS

     

     

     

    ARTICLE 1
INTERPRETATION 

     

    1.1                  Defined
Terms 

    1.2                  Knowledge 

    1.3                  Including 

    1.4                  Schedules 

    1.5                  Currency 

    1.6                  Choice
of Law 

    1.7                  Interpretation
Not Affected by Headings or Party Drafting

    1.8                  Number
and Gender 

    1.9                  Time
of Essence 

    1.10                Statutes 

     

    ARTICLE 2 PURCHASE
AND SALE

     

    2.1                  Purchase
and Sale 

    2.2                  Purchase
Price 

    2.3                  Allocation
of the Purchase Price 

    2.4                  Payment
of Purchase Price 

    2.5                  Assumed
Liabilities

    2.6                  Non-Compete
Filing 

    2.7                  Deposit 

    2.8                  Adjustment
based on Negative Working Capital

    2.9                  Post
Closing Payments 

    2.10                Calculation
of EBITDA

    2.11                Audit
of Post Closing Group Statements 

    2.12                Audit
of Closing Date Statements

    2.13                Employees
and Contractors

    2.14                Non-Assignable
Contracts and Licenses

     

    ARTICLE 3
REPRESENTATIONS AND WARRANTIES 

     

    3.1                  Representations
and Warranties of the Vendors and the Covenantors 

    3.2                  Representations
and Warranties of the Purchaser 

    3.3                  Survival
of Representations and Warranties 

    3.4                  Minority
Partnerships 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 4 VENDORS’
OBLIGATIONS PRIOR TO CLOSING 

     

    4.1                  Vendors’
Obligations 

     

    ARTICLE 5
CLOSING 

     

    5.1                  Closing 

    5.2                  Delivery
of Documents 

    5.3                  Preparation
of Documents

    5.4                  Deliver
to Escrow Agent

    5.5                  Purchaser’s
Obligation to Close

    5.6                  Conditions
for the Benefit of the Vendors

    5.7                  Elections

    5.8                  Provincial
Sales Tax

    5.9                  Vendors’
and Dean’s Cooperation Following Closing

     

    ARTICLE 6
INDEMNIFICATION

     

    6.1                  Indemnity

    6.2                  Procedures
Relating to Indemnity Claims

    6.3                  Right
to Contest

    6.4                  Exclusive
Remedy

    6.5                  Calculation
and Adjustments

    6.6                  Subrogation

    6.7                  Mitigation

    6.8                  Limitations
on Indemnity

     

    ARTICLE 7
ARBITRATION

     

    7.1                  Reasonable
Commercial Efforts to Settle Disputes

    7.2                  Arbitration

     

    ARTICLE 8 GENERAL
PROVISIONS

     

    8.1                  Public
Disclosure

    8.2                  Further
Assurances

    8.3                  Remedies
Cumulative

    8.4                  Notices

    8.5                  Counterparts

    8.6                  Legal
and Other Professional Fees

    8.7                  Assignment 

    8.8                  Personal
Data

    8.9                  Successors
and Assigns

    8.10                Entire
Agreement

    8.11                Waiver

    8.12                Amendments

    8.13                Survival 

    8.14                Guarantee
by CIBT

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULES

     

    


     

    Escrow
Agreement                                                                         Schedule
1.1(dd)

     

    MAE
Courses                                                                                Schedule
1.1(fff)

     

    MAE
Degrees                                                                               
Schedule 1.1(ggg)

     

    Negative Working
Capital
Calculation                                               Schedule
1.1(mmm)

     

    Partnerships                                                                                  Schedule
1.1(qqq)

     

    PCTIA
Courses                                                                              Schedule
1.1(ttt)

     

    Permitted
Encumbrances                                                                Schedule
1.1(uuu)

     

    Purchased
Assets                                                                          Schedule
1.1(yyy)

     

    Trust
Agreement                                                                            
Schedule 1.1 (ffff)

     

    Non-Competition and
Confidentiality
Agreement                                
Schedule 2.6

     

    Partnerships or
Joint
Ventures                                                         Schedule
3.1(g)

     

    Jurisdictions and
Licenses                                                              Schedule
3.1(h)(i)

     

    Consents                                                                                      
Schedule 3.1(i)

     

    Absence of Certain
Changes or
Events                                             Schedule
3.1(o)

     

    Commitments for
Capital
Expenditures                                             Schedule
3.1(p)

     

    Tax
Matters                                                                                   Schedule
3.1(q)

     

    Litigation                                                                                       
Schedule 3.1(r)

     

    Environmental
Matters                                                                    Schedule
3.1(s)

     

    Leased
Premises                                                                          
Schedule 3.1(t)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Lease of Personal
Property                                                             Schedule
3.1(w)

     

    Intellectual
Property                                                                        Schedule
3.1(x)

     

    Guarantees                                                                                    Schedule
3.1(z)

     

    Licenses, Agency,
Distribution and Royalty
Agreements                   
Schedule 3.1(aa)

     

    Educational
Accreditations and
Approvals                                         Schedule
3.1(bb)

     

    Student
Loans                                                                                Schedule
3.1(dd)

     

    Outstanding
Agreements                                                                
Schedule 3.1(ee)

     

    Employees and
Contractors                                                            Schedule
3.1(gg)

     

    Employee and
Contractor
Agreements                                             Schedule
3.1(hh)

     

    Labour Matters and
Employment
Standards                                     Schedule
3.1(ii)

     

    Employee
Plans                                                                             Schedule
3.1(jj)

     

    Insurance                                                                                     
Schedule 3.1(kk)

     

    Non-Arm’s Length
Matters                                                              
Schedule 3.1(ll)

     

    Forecast                                                                                       
Schedule 4.1(a)

     

    Employment
Agreement of
Dean                                                      Schedule
5.2(h)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    ASSET
PURCHASE AGREEMENT

     

    THIS AGREEMENT is made
effective the 17th day of
December, 2007.

     

    BETWEEN:

     

    SPROTT-SHAW
DEGREE COLLEGE CORP.

     

    (“Purchaser”)

     

    - and
-

     

    S.L.D.  ENTERPRISES
INC.  (“SLD”)

     

    - and
-

     

    3631
INVESTMENTS LTD.  (“3631”)

     

    - and
–

     

    0522645
B.C. LTD.  (“522”)

     

    - and –

     

    CCS
– THE CAREER COACHING CENTRE INC.  ("CCS")

     

     (collectively,
SLD, 3631, 522 and CCS are the “Vendors”)

     

    - and -

     

    DEAN
DUPERRON  (“Dean”)

     

    SHERRI
DUPERRON  (“Sherri”)

     

    (collectively,
Dean and Sherri are the “Covenantors”)

     

    - and
–

     

    CIBT
EDUCATION GROUP INC.  (“CIBT”)

     

    WHEREAS:

     

    
      	
              A.  

            	
              KTB Holdings
      Ltd. ("Sherri
      Holdco") is the legal and beneficial owner of all the issued and
      outstanding common shares in the capital of SLD (the “SLD Shares”) and Sherri
      is the legal and beneficial owner of all of the issued and outstanding
      common  shares in the capital of Sherri Holdco. 542085 B.C. Ltd.
      ("Dean Holdco") is
      the legal and beneficial owner of all of the issued and outstanding common
      shares in the capital of 3631 and Dean is the legal and beneficial owner
      of all of the shares of Dean
Holdco.

            


    

     

    
      	
              B.  

            	
              SLD, 3631 and
      522 are partners of partnerships (which are herein defined as the “Partnerships”) which
      carry on the business of Sprott-Shaw Community Colleges in locations
      identified herein.

            


    

     

    
      	
              C.  

            	
              505918 B.C.
      Ltd., Sprott-Shaw Community College Ltd. (“SSCC”), 522, Sprott-Shaw
      College of Business (Victoria) Ltd. (“VictoriaCo”), and 523657
      B.C. Ltd. (“523657”) (together the
      “Target
      Subsidiaries”) are wholly owned subsidiaries of SLD and
      3631.

            


    

     

    
      	
              D.  

            	
              The Purchaser
      wishes to purchase and the Vendors wish to sell to the Purchaser, the
      Purchased Assets (as defined herein) on the terms and subject to the
      conditions set forth in this
Agreement.

            


    

     

    NOW THEREFORE, in
consideration of the respective covenants, agreements, representations,
warranties and indemnities herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE 1

     

    INTERPRETATION

     

    
      	
              1.1  

            	
              Defined
      Terms

            


    

     

    Whenever used in
this Agreement, including 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)  

            	
              “Accounts Receivable”
      means all accounts receivable, book debts and other debts due or accruing
      due to the Group;

            


    

     

    
      	
              (b)  

            	
              “Act” means the Business Corporations
      Act (British Columbia);

            


    

     

    
      	
              (c)  

            	
              “Affiliate” has the
      meaning ascribed thereto in the
Act;

            


    

     

    
      	
              (d)  

            	
              “Approvals” means all
      required approvals for this transaction from all British Columbia
      regulatory and governing bodies currently having authority over the
      Business including without limitation Approvals from the British Columbia
      Ministry of Advanced Education and the Private Career Training
      Institutions Agency;

            


    

     

    
      	
              (e)  

            	
              “arm’s length” shall have
      the meaning normally ascribed to such a term under the
  ITA;

            


    

     

    
      	
              (f)  

            	
              “Assumed Liabilities”
      means only the liabilities and obligations of the Vendors and the Group
      relating to the operations of the Business in the Ordinary Course
      excluding long term debt and any current portion of long term
      debt  except as set out in the calculations of Negative Working
      Capital attached hereto as Schedule 1.1(mmm), Government Charges arising
      from any event or matter prior to Closing and all other liabilities or
      obligations except as otherwise expressly set forth herein and expressly
      assumed by the Purchaser;

            


    

     

    
      	
              (g)  

            	
              “Authorization” means,
      with respect to any Person, any filing with or notification to, or order,
      permit, approval, consent, waiver, license, registration, clearance or
      similar authorization of any Government Agency having jurisdiction over
      the Person;

            


    

     

    
      	
              (h)  

            	
              “Business” means the
      business and undertaking of the Vendors and the Group consisting of the
      operations of the Sprott-Shaw campuses by the Partnerships as shown on
      Schedule 1.1(ggg) and the operations of CCS which provides employment
      assistance programs;

            


    

     

    
      	
              (i)  

            	
              “Business Day” means any
      day other than a day which is a Saturday, a Sunday or a day on which banks
      in Vancouver, British Columbia are not generally open for
      business;

            


    

     

    
      	
              (j)  

            	
              “Claims” means, in
      respect of any matter, all claims, liabilities, demands, costs, damages,
      assessments, expenses, losses, suits, orders, actions, proceedings
      (governmental, administrative or otherwise), judgments, reviews,
      inquiries, investigations, audits, obligations and debts, including
      interest, penalties, fines, court costs and legal and other professional
      fees and disbursements, arising directly or indirectly as a consequence of
      such matter;

            


    

     

    
      	
              (k)  

            	
              “Closing” has the meaning
      ascribed thereto in Section 5.1;

            


    

     

    
      	
              (l)  

            	
              “Closing Date”
      means  December 17, 2007 or such other date as the parties may
      agree upon in writing;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (m)  

            	
              “Closing Date
      Statements” means the
      unaudited consolidated financial statements of the Group prepared by the
      Vendors according to notice to reader standard covering the period from
      August 31, 2007 to the Closing Date; 

            


    

     

    
      	
              (n)  

            	
              “Closing Time” means
      11:00 a.m. (Vancouver time) on the Closing Date or such other time on the
      Closing Date as the parties may
agree;

            


    

     

    
      	
              (o)  

            	
              “Condition” means, with
      respect to any Person, the condition of the assets, liabilities,
      operations, activities, earnings, prospects, affairs and financial
      position of the Person;

            


    

     

    
      	
              (p)  

            	
              “Contract” means any
      agreement, indenture, contract, lease, deed of trust, license, option,
      certificate, instrument or other commitment, whether written or
      oral;

            


    

     

    
      	
              (q)  

            	
              “Contractors” means all
      persons providing services to the Vendors, the Group or any Person forming
      part of the Group, under an oral or written Contract for services which
      has been disclosed in writing to the
Purchaser;

            


    

     

    
      	
              (r)  

            	
              “Dispute” has the meaning
      ascribed thereto in Section 7.1;

            


    

     

    
      	
              (s)  

            	
              “Earn Out” has the
      meaning ascribed thereto in Section
2.4(c);

            


    

     

    
      	
              (t)  

            	
              “EBITDA” means net income
      or loss calculated in accordance with GAAP before interest, taxes,
      depreciation and amortization from the operations of the Business between
      September 1, 2007 and the Closing Date (the “Closing EBITDA”) and
      thereafter net income or loss calculated in accordance with GAAP from the
      operations of the business of the Purchaser, all of which shall be
      calculated from financial statements prepared in accordance with GAAP and
      subject to Section 2.10;

            


    

     

    
      	
              (u)  

            	
              “Employee Plans” means
      all oral or written plans, arrangements, agreements, programs, policies,
      practices or undertakings, formal or informal, with respect to all of the
      current and/or former directors, officers, Employees, Contractors or
      agents of the Group or any person forming part of the Group which provide
      for or relate to:

            


    

     

    
      	
              (i)  

            	
              bonus, profit
      sharing or deferred profit sharing, performance compensation, deferred or
      incentive compensation, share compensation, share purchase or share option
      purchase, share appreciation rights, phantom stock, vacation or vacation
      pay, sick pay, employee loans, or any other compensation in addition to
      salary (“Incentive
      Plans”);

            


    

     

    
      	
              (ii)  

            	
              retirement or
      retirement savings, including, without limitation, registered or
      unregistered pension plans, pensions, supplemental pensions, registered
      retirement savings plans and retirement compensation arrangements (“Pension Plans”);
      or

            


    

     

    
      	
              (iii)  

            	
              insured or
      self-insured benefits for or relating to income continuation or other
      benefits during absence from work (including short term disability, long
      term disability and workers compensation), hospitalization, health,
      welfare, legal costs or expenses, medical or dental treatments or
      expenses, life insurance, accident, death or survivor’s benefits,
      supplementary employment insurance, day care, tuition or professional
      commitments or expenses or similar employment benefits (“Benefit
      Plans”);

            


    

     

    
      	
              (v)  

            	
              “Employees” means all
      employees of the Vendors, the Group or any Person forming part of the
      Group as disclosed in writing to the Purchaser other than changes
      occurring in the Ordinary Course after November 30,
  2007;

            


    

     

    
      	
              (w)  

            	
              “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;

            


    

     

    
      	
              (x)  

            	
              “Environment” has the
      meaning ascribed thereto in Section
3.1(s);

            


    

     

    
      	
              (y)  

            	
              “Environmental Laws” has
      the meaning ascribed thereto in Section
3.1(s);

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (z)  

            	
              “Environmental Permits”
      has the meaning ascribed thereto in Section
  3.1(s);

            


    

     

    
      	
              (aa)  

            	
              “Equipment Contracts”
      means motor vehicle leases, equipment leases, conditional sales contracts,
      title retention agreements and other similar agreements binding upon the
      Group relating to equipment and/or
vehicles;

            


    

     

    
      	
              (bb)  

            	
              “Escrow” means monies to
      be held by the Escrow Agent;

            


    

     

    
      	
              (cc)  

            	
              “Escrow Agent” means the
      Purchaser’s Counsel, the escrow agent set out in the Escrow
      Agreement;

            


    

     

    
      	
              (dd)  

            	
              “Escrow Agreement” means an
      agreement to be dated as of the Closing Date, executed by Purchaser, the
      Vendors and the Escrow Agent in the form attached hereto as Schedule
      1.1(dd);

            


    

     

    
      	
              (ee)  

            	
              “Escrow Money” has the
      meaning ascribed thereto in Section
2.4(b);

            


    

     

    
      	
              (ff)  

            	
              “Financial Statements”
      means, collectively, the Group Statements and the Closing Date
      Statements;

            


    

     

    
      	
              (gg)  

            	
              “generally accepted accounting
      principles” or “GAAP” means the
      accounting principles so prescribed, recommended or promulgated from time
      to time by the Canadian Institute of Chartered Accountants as contained in
      the CICA Handbook, which are applicable as at the date on which any
      calculation made hereunder is to be effective or as at the date of any
      financial statements referred to herein, as the case may be, and in the
      absence of a specific recommendation contained in the CICA Handbook, such
      accounting principles as are generally accepted in
    practice;

            


    

     

    
      	
              (hh)  

            	
              “Government Agencies”
      means any federal, provincial, state, municipal, local or other government
      or governmental agency, board, commission or authority, domestic or
      foreign;

            


    

     

    
      	
              (ii)  

            	
              “Government Assistance
      Programs” has the meaning ascribed thereto in Section
      3.1(mm);

            


    

     

    
      	
              (jj)  

            	
              “Governmental Charges”
      has the meaning ascribed thereto in Section
  3.1(q);

            


    

     

    
      	
              (kk)  

            	
              “Group” means the Target
      Subsidiaries and the Partnerships and, as used herein, means any one or
      more of the Persons forming the
Group;

            


    

     

    
      	
              (ll)  

            	
              “Group Interim
      Statements” means unaudited consolidated financial statements for
      the Group commencing September 1, 2007 and ending November 23,
      2007;

            


    

     

    
      	
              (mm)  

            	
              “Group Statements” means
      the audited consolidated financial statements of the Group together with
      all related notes thereto;

            


    

     

    
      	
              (nn)  

            	
              “Hazardous Substance” has
      the meaning ascribed thereto in Section
3.1(s);

            


    

     

    
      	
              (oo)  

            	
              “Indemnification Event”
      has the meaning ascribed thereto in Section
6.2;

            


    

     

    
      	
              (pp)  

            	
              “Indemnified Party” has
      the meaning ascribed thereto in Section
6.2;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (qq)  

            	
              “Indemnifying Party” has
      the meaning ascribed thereto in Section
6.2;

            


    

     

    
      	
              (rr)  

            	
              “Independent Accountants”
      means Ernst & Young LLP or such other Canadian Chartered Accountants
      as may be retained by the Purchaser from time to time on behalf of the
      Group;

            


    

     

    
      	
              (ss)  

            	
              “Insurance Benefits” has
      the meaning ascribed thereto in Section
  6.5(a)(i);

            


    

     

    
      	
              (tt)  

            	
              “IP Assets”
      means:

            


    

     

    
      	
              (i)  

            	
              any and all
      IP Rights as set out in Part I of Schedule 3.1(x) (the “Owned IP”),
      and

            


    

     

    
      	
              (ii)  

            	
              the rights of
      the Vendors and the Group in IP Rights that are not owned by the Vendors
      or the Group 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 Part II of Schedule 3.1(x) (the
      “Licensed
      IP”),

            


    

     

    including the IP
Rights described in Schedule 3.1(x);

     

    
      	
              (uu)  

            	
              “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 3.1(x) 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;

            


    

     

    
      	
              (vv)  

            	
              “ITA” means the Income Tax Act
      (Canada), as amended;

            


    

     

    
      	
              (ww)  

            	
              “Labour Representatives”
      has the meaning ascribed thereto in Section
  3.1(ii);

            


    

     

    
      	
              (xx)  

            	
              “Laws” means any and all
      applicable laws including all statutes, codes, ordinances, decrees, rules,
      regulations, municipal by-laws, judicial or arbitral or administrative or
      ministerial or departmental or regulatory judgments, orders, decisions,
      rulings or awards, policies, guidelines, and general principles of common
      and civil law and equity, binding on or affecting the Person referred to
      in the context in which the word is
used;

            


    

     

    
      	
              (yy)  

            	
              “Leases” has the meaning
      ascribed thereto in Section 3.1(t);

            


    

     

    
      	
              (zz)  

            	
              “Leased Premises” has the
      meaning ascribed thereto in Section
3.1(t);

            


    

     

    
      	
              (aaa)  

            	
              “Letter of Intent” means
      the letter of intent dated September 27, 2007 between Dean, Sherri and
      CIBT as amended or extended from time to
time;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (bbb)  

            	
              “Licenses” means all
      licenses, permits, Authorizations, registrations, certificates, franchises
      and qualifications required to own properties and assets and carry on the
      business as presently conducted;

            


    

     

    
      	
              (ccc)  

            	
              “Losses” means any and
      all net financial losses, damages, liabilities, obligations, penalties,
      encumbrances, assessments, costs and expenses sustained, suffered or
      incurred by the Party seeking indemnification as a direct result of any
      Indemnification Event;

            


    

     

    
      	
              (ddd)  

            	
              “MAE Accreditation” means
      the accreditation by the British Columbia Ministry of Advanced Education
      (“MAE”) permitting
      the Group to offer the MAE Degree;

            


    

     

    
      	
              (eee)  

            	
              “MAE Approvals” means
      approvals granted by MAE permitting the Group to offer the MAE Courses and
      to grant the MAE Degree;

            


    

     

    
      	
              (fff)  

            	
              “MAE Courses” means those
      courses offered by Persons within the Group set out on Schedule
      1.1(fff);

            


    

     

    
      	
              (ggg)  

            	
              “MAE Degree” means the
      degree referred to on Schedule
1.1(ggg);

            


    

     

    
      	
              (hhh)  

            	
              “Material Adverse Change”
      or “Material Adverse
      Effect” means, with respect to any Person, any change or effect (or
      any condition, event or development involving a prospective change or
      effect) in the business, operations, results of operations, assets,
      capitalization, financial condition, licenses, permits, concessions,
      rights, liabilities, prospects or privileges, whether contractual or
      otherwise, of a Person which is materially adverse to the business of that
      Person;

            


    

     

    
      	
              (iii)  

            	
              “Material Contract” means
      a written Contract that would reasonably be expected to result in revenues
      or expenditures to the Group in any twelve month period after the Closing
      of $50,000 or
      more and which cannot be terminated with less than three months notice on
      a without penalty basis but excluding employment
  Contracts;

            


    

     

    
      	
              (jjj)  

            	
              “Minority Partners” means
      the minority partners of the Minority Partnerships as set forth in Section
      3.4;

            


    

     

    
      	
              (kkk)  

            	
              “Minority Partners
      Rights” means the rights of the Minority Partners pursuant to the
      Minority Partnerships and the breach of any provision of the Minority
      Partnerships arising out of this
Agreement;

            


    

     

    
      	
              (lll)  

            	
              “Minority Partnerships”
      has the meaning ascribed thereto in Section
3.4;

            


    

     

    
      	
              (mmm)  

            	
              “Negative Working
      Capital” means the amount by which the current liabilities,
      excluding the current portion of long term debt and capital leases,
      exceeds current assets, an example calculation of which is set forth in
      Schedule 1.1(mmm);  

            


    

     

    
      	
              (nnn)  

            	
              “Non-Competition and
      Confidentiality Agreement” means the non-competition and
      confidentiality agreement to be entered into on Closing Date by Sherri as
      the same may be amended, restated or otherwise modified from time to
      time;

            


    

     

    
      	
              (ooo)  

            	
              “Ordinary Course”, in
      relation to any Person, refers to the business of such Person carried on
      in the regular and ordinary course, consistent with past
      practice.

            


    

     

    
      	
              (ppp)  

            	
              “Parties” means the
      Purchaser, each of the Vendors, Dean, Sherri and CIBT, and “Party” means any one of
      them;

            


    

     

    
      	
              (qqq)  

            	
              “Partnerships” means the
      partnerships set out on Schedule
1.1(qqq);

            


    

     

    
      	
              (rrr)  

            	
              “PCTIA Accreditation”
      means accreditation by Private Career Training Institutions Agency (“PCTIA”) permitting the
      Group to offer the PCTIA Courses;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (sss)  

            	
              “PCTIA Approvals” means
      the approvals granted by PCTIA to the Group to offer the PCTIA
      Courses;

            


    

     

    
      	
              (ttt)  

            	
              “PCTIA Courses” means
      those courses offered by Persons within the Group set out on
      1.1(ttt);

            


    

     

    
      	
              (uuu)  

            	
              “Permitted Encumbrances”
      means the Encumbrances set forth in Schedule 1.1(uuu) and Encumbrances
      which are not of such nature as to materially , individually or in the
      aggregate, adversely effect the use of the property subject
      thereto;

            


    

     

    
      	
              (vvv)  

            	
              “Person” includes any
      individual, corporation, limited liability company, unlimited liability
      company, body corporate, partnership, limited liability partnership, firm,
      joint venture, syndicate, association, capital venture fund, trust,
      trustee, executor, administrator, legal personal representative, estate,
      government, Government Agency or board or commission or authority and any
      other form of entity or organization, whether or not having legal
      status;

            


    

     

    
      	
              (www)  

            	
              “Personal Data” means
      information about an identifiable individual, customer or employee that is
      in the custody or under the control of the Vendors or the
      Group;

            


    

     

    
      	
              (xxx)  

            	
              “Purchase Price” has the
      meaning ascribed thereto in Section
2.2;

            


    

     

    
      	
              (yyy)  

            	
              “Purchased Assets ” means
      those assets set out in Schedule
1.1(yyy);

            


    

     

    
      	
              (zzz)  

            	
              “Purchaser Earn Out
      Statements” means the statements prepared by the Purchaser’s
      auditor showing the annual calculation of EBITDA for the periods September
      1, 2007 to August 29, 2008 (including the Closing EBITDA) and August 30,
      2008 to August 28, 2009 and August 29, 2009 to August 27, 2010,
      respectively;

            


    

     

    
      	
              (aaaa)  

            	
              “Purchaser’s Counsel”
      means Alexander Holburn Beaudin & Lang
LLP;

            


    

     

    
      	
              (bbbb)  

            	
              “Release” has the meaning
      ascribed thereto in Section
3.1(s)(i)E;

            


    

     

    
      	
              (cccc)  

            	
              “Schedules” means
      collectively the schedules attached to and forming part of this
      Agreement;

            


    

     

    
      	
              (dddd)  

            	
              “Subsidiaries” has the
      meaning attributed to such term in the
Act;

            


    

     

    
      	
              (eeee)  

            	
              “Third Party” means any
      Person other than the Purchaser, CIBT, the Vendors, the Covenantors or the
      Group;

            


    

     

    
      	
              (ffff)  

            	
              “Trust Agreement” means
      the trust agreement to be entered into on the Closing in the form attached
      hereto as Schedule 1.1(ffff); and

            


    

     

    
      	
              (gggg)  

            	
               “Vendors’ Counsel” means
      McCarthy Tétrault LLP.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2  

            	
              Knowledge

            


    

     

    Any reference
herein to “the knowledge
of” the Vendors or the Covenantors or words to like effect means the
actual knowledge of Cal Purcell and/or Spencer Keating (both of whom are senior
employees of the Group) and/or the Covenantors, and if any such person acts with
wilful blindness, the knowledge such person would have had if such person had
not acted with such wilful blindness.

     

    
      	
              1.3  

            	
              Including

            


    

     

    Where used herein
the word “including”
means “including without
limitation”.

     

    
      	
              1.4  

            	
              Schedules

            


    

     

    The Schedules are
incorporated into this Agreement by reference and are deemed to be part
hereof.  For purposes of this Agreement, information disclosed in any
Schedule shall be deemed to be disclosed for all purposes including disclosure
in any other Schedule.

     

    
      	
              1.5  

            	
              Currency

            


    

     

    Unless otherwise
indicated, all dollar amounts referred to in this Agreement are stated in
Canadian currency.

     

    
      	
              1.6  

            	
              Choice
      of Law

            


    

     

    This Agreement, and
each of the documents contemplated by or delivered under or in connection with
this Agreement (to the extent no choice of law is specified therein), shall be
governed by and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein (without reference to
conflicts of laws principles).

     

    
      	
              1.7  

            	
              Interpretation
      Not Affected by Headings or Party
Drafting

            


    

     

    The division of
this Agreement into articles, sections, paragraphs, subsections and clauses and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.  The
terms “this Agreement”,
“hereof”, “herein”, “hereunder” and similar
expressions refer to this Agreement, including the Schedules hereto, and not to
any particular article, section, paragraph, clause or other portion hereof and
include any agreement or instrument supplementary or ancillary
hereto.  Unless otherwise indicated, any reference in this Agreement
to an Article, Section, recital, subsection, clause or Schedule refers to the
specified Article, Section, recital, subsection, clause or Schedule of this
Agreement.  The parties hereto acknowledge that their respective legal
counsel have reviewed and participated in settling the terms of this Agreement,
and the parties hereby agree that any rule of construction to the effect that
any ambiguity is to be resolved against the drafting party shall not be
applicable in the interpretation of this Agreement.

     

    
      	
              1.8  

            	
              Number
      and Gender

            


    

     

    Where the context
so requires in this Agreement, unless there is something in the subject matter
or context inconsistent therewith:

     

    
      	
              (a)  

            	
              words
      importing the singular number include the plural and vice versa;
      and

            


    

     

    
      	
              (b)  

            	
              words
      importing the use of any gender shall include all
  genders.

            


    

     

    
      	
              1.9  

            	
              Time
      of Essence

            


    

     

    Time shall be of
the essence hereof.

     

    
      	
              1.10  

            	
              Statutes

            


    

     

    Unless otherwise
provided herein, any reference to statutes or regulations in this Agreement
shall refer to such statutes or regulations as amended or replaced from time to
time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 2

     

     

    PURCHASE
AND SALE

     

    
      	
              2.1  

            	
              Purchase
      and Sale

            


    

     

    On the terms and
subject to the fulfillment of the conditions hereof, the Vendors
will  sell, assign and transfer the Purchased Assets free and clear of
all Encumbrances other than Permitted Encumbrances and with all rights and
benefits attaching thereto and the Purchaser will purchase and accept the
Purchased Assets from the Vendors.

     

    
      	
              2.2  

            	
              Purchase
      Price

            


    

     

    The total,
aggregate consideration payable by the Purchaser hereunder for the sale to the
Purchaser of the Purchased Assets and the performance by the Vendors of their
respective obligations under this Agreement, is a maximum of $14,159,000, as adjusted pursuant to
Sections 2.4 and 2.8 (the “Purchase Price”).

     

    
      	
              2.3  

            	
              Allocation
      of the Purchase Price

            


    

     

    The Purchase Price
will be allocated among the Purchased Assets as determined by the Vendors acting
reasonably.  The Purchaser must complete all tax returns, designations
and elections in a manner consistent with the final allocation and otherwise
follow the final allocation for all tax purposes on and subsequent to the
Closing Date and not take any position inconsistent with the final
allocation.  If such allocation is disputed by any taxation or other
Governmental Agency, the Party receiving notice of such dispute will promptly
notify the other Party and the Parties will use their reasonable commercial
efforts to sustain the final allocation.  The Parties will share
information and cooperate to the extent reasonably necessary to permit the
transactions contemplated by this Agreement to be properly, timely and
consistently reported.

     

    
      	
              2.4  

            	
              Payment
      of Purchase Price

            


    

     

    The Purchase Price,
subject to adjustments set out herein, shall be paid and satisfied by the
Purchaser as follows:

     

    
      	
              (a)  

            	
              $11,000,000,
      subject to the adjustment for Negative Working Capital in accordance with
      Section 2.8, paid in cash at Closing
Date;

            


    

     

    
      	
              (b)  

            	
              $1,000,000
      (the “Escrow
      Money”) to the Escrow Agent to be paid out in accordance with the
      Escrow Agreement;

            


    

     

    
      	
              (c)  

            	
              A maximum of
      $2,159,000 (the “Earn
      Out”) calculated as the sum of the
  following:

            


    

     

    
      	
              (i)  

            	
              for the
      period September 1, 2007 to August 29, 2008, the sum of the following: (A)
      the greater of: (1) nil; and (2) $500,000 minus 1⁄2 of the amount by which
      $2,300,000 exceeds EBITDA; plus (B) the greater of: (1) nil; and (2) 1⁄2 of
      the amount by which EBITDA exceeds $2,300,000 for such period to a maximum
      of $386,333.33;

            


    

     

    
      	
              (ii)  

            	
              for the
      period August 30, 2008 to August 28, 2009, the sum of the following: (A)
      the greater of: (1) nil; and (2) $500,000 minus 1⁄2 of the amount by which
      $2,300,000 exceeds EBITDA; plus (B) the greater of: (1) nil; and (2) 1⁄2 of
      the amount by which EBITDA exceeds $2,300,000 for such period to a maximum
      of $386,333.33; and

            


    

     

    
      	
              (iii)  

            	
              for the
      period August 29, 2009 to August 27, 2010, the greater
  of:

            


    

     

    
      	
              A.  

            	
              nil;
      and

            


    

     

    
      	
              B.  

            	
              1⁄2 of the
      amount by which EBITDA exceeds $2,300,000 in such period to a maximum of
      $386,333.33.

            


    

     

    
      	
              2.5  

            	
              Assumed
      Liabilities

            


    

     

    On Closing, the
Purchaser shall assume obligation for and perform and pay when due all of the
Assumed Liabilities.  The Purchaser shall not assume any liabilities
of the Vendors and/or the Group except as expressly set forth
herein.  For greater certainty, the Purchaser will assume, fulfil and
perform the obligations and liabilities of the Vendors and the Group under all
Contracts and commitments, the benefits of which form a part of the Purchased
Assets, including those Contracts set out in the Schedules.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.6  

            	
              Non-Compete
      Filing

            


    

     

    The Vendors and the
Purchaser will, subject to applicable Law and administrative practice, execute
and file on a timely basis and in the required manner and using a form
reasonably acceptable to their respective counsel, and on the prescribed form
(if and when available), an election to have proposed paragraph 56.4(3)(b) of
the ITA (or such similar provision as is or may be enacted) apply to the amount
of the consideration attributable pursuant to the Non-Competition and
Confidentiality Agreement set out in Schedule 2.6 and the Vendors and the
Purchaser will prepare their respective tax returns consistent with such joint
election.  If the Purchaser and the Vendors subsequently mutually
determine, or any applicable taxation authority having jurisdiction alleges,
that the consideration paid to the Vendors that can reasonably be regarded as
attributable pursuant to the Non-Competition and Confidentiality Agreement is
not the amount allocated by the parties in Schedule 2.6, after consultation with
such taxation authority, the consideration attributable pursuant to the
Non-Competition and Confidentiality Agreement  will be adjusted as
between the consideration for the Purchased Assets and the Non-Competition and
Confidentiality Agreement (the “Reallocation”).  Thereafter, the
consideration paid to the Vendors for the Purchased Assets and the consideration
paid to the Vendors pursuant to the Non-Competition and Confidentiality
Agreement will be deemed to be and always to have been the corresponding amounts
under the Reallocation and the Vendors and the Purchaser will amend their
elections or make such further elections as may be necessary.  The
Vendors and the Purchaser will make any required elections under corresponding
provincial or territorial law and the foregoing provisions will apply mutatis mutandis in respect
thereof.

     

    
      	
              2.7  

            	
              Deposit

            


    

     

    On execution of
this Agreement, the Purchaser will remit to the Purchaser’s Counsel in trust the
amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the
“Deposit”). The Deposit together with all accrued interest thereon shall be
applied as follows:

     

    
      	
              (a)  

            	
              on the
      Closing Date to the Vendors as part delivery of the Purchase Price;
      or

            


    

     

    
      	
              (b)  

            	
              if the
      Purchaser breaches its obligations in this Agreement, to the Vendors as
      liquidated damages in full and final settlement of any claim by the
      Vendors and/or the Covenantors for any and all breaches of the Purchaser
      and the release of deposit monies to the Vendors will be the Vendors’ and
      the Covenantors sole and exclusive remedy;
or

            


    

     

    
      	
              (c)  

            	
              if the
      Vendors wrongfully fail to complete the sale of the Assets on the Closing
      Date or the Purchaser has the right not to complete this transaction as
      set forth in Section 5.5, to the Purchaser together with all accrued
      interest thereon without limitation of any remedies the Purchaser may have
      against the Vendors and/or Dean with respect to such
    failure.

            


    

     

    
      	
              2.8  

            	
              Adjustment
      based on Negative Working Capital

            


    

     

    If Negative Working
Capital as determined by the Group Interim Statements (the “Pre-Closing Negative Working
Capital”) exceeds or is less than $2,500,000, the Purchase Price shall be
reduced by the amount of the excess or increased by the difference, as the case
may be, dollar for dollar.  The excess or the difference, as the case
may be, shall be deducted from or added to the cash payment to be made by the
Purchaser on account of the Purchase Price under Section 2.4(a)
above.  If the Negative Working Capital as determined pursuant to the
Closing Date Statements (the “Post-Closing Negative Working
Capital”) exceeds or is less than the Pre-Closing Negative Working
Capital, the excess will be deducted from the Escrow Money and returned to the
Purchaser with accrued interest or the difference shall be forthwith paid by the
Purchaser to the Vendors together with an equivalent accrued interest on such
amount based on the interest rate being earned on the Escrow Money.

     

    The Purchaser will
not purchase cash and cash equivalents and same will not be included as current
assets for the purpose of calculating Negative Working Capital.

    


    
      	
              2.9  

            	
              Post
      Closing Payments

            


    

     

    The Purchaser shall
prepare, and cause the Independent Accountants to audit and prepare the
Purchaser Earn Out Statements for the yearly periods ending August 29, 2008,
August 28, 2009 and August 27, 2010, respectively. within 90 days of August 29,
2008, August 28, 2009 and August 27, 2010, respectively, and within 15 days of
receipt of such Statements, the Purchaser shall deliver to the Vendors the
pertinent Purchaser Earn Out Statements, a calculation of the Earn Out amount
and payment of the Earn Out for such period.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.10  

            	
              Calculation
      of EBITDA

            


    

     

    For purposes of
calculating the EBITDA and the Earn Out, earnings shall be positively adjusted
to exclude the following:

     

    
      	
              (a)  

            	
              any negative
      non-recurring and extraordinary items incurred following Closing,
      including: (i) any charges or expenses reasonably related to the Purchaser
      commencing operations or which would not reasonably have been incurred if
      the Business had been carried on substantially as aan operating concern by the Vendors and the
      Group unless Dean has agreed in writing with a specific reference to this
      Section 2.10 to a business decision of the Purchaser which may result in
      negative non-recurring or extraordinary items ; (ii) any charges or
      expenses related to the wind-up of the Partnerships; (iii) any charges or
      expenses related to Section 2.11 of this Agreement; (iv) any charges or
      expenses related to preparing the Purchaser Earn Out Statements; and (v)
      any losses on the sale of capital
assets;

            


    

     

    
      	
              (b)  

            	
              any charges
      or expenses related to the Purchaser being a subsidiary of a public
      company;

            


    

     

    
      	
              (c)  

            	
              any charges
      or expenses for any services provided by CIBT or any Affiliate thereof for
      any services utilized by the Group or the business of the Purchaser in
      excess of the fair market value of such services;
  and

            


    

     

    
      	
              (d)  

            	
              any charges
      related to review or dispute of the Closing Date
    Statements.

            


    

     

    
      	 	
              In
      calculating EBITDA for the Earn Out, the Purchaser will use substantially
      the same accounting methods and policies as were used in
      the  preparation of the Group Statements for the year ended Aug.
      31, 2007 in the calculation of net
income.

            


    

     

    
      	
              2.11  

            	
              Audit
      of Post Closing Group Statements

            


    

     

    The Vendors shall
have a period of sixty (60) days from the date the Vendors receive Purchaser
Earn Out Statements for any pertinent year in which to review the
same.  For the purpose of such review, the Purchaser shall permit the
Vendors and its advisors to examine all accounting documentation used or
prepared in preparing the Purchase Earn Out Statements including all back up
material and ledgers.  The Vendors shall have the right to dispute the
amount of the Earn Out for any pertinent year provided it gives notice in
writing to the Purchaser within sixty (60) days following receipt of the
pertinent Purchaser Earn Out Statements. The Purchaser and the Vendors shall
attempt to resolve the matters in dispute within thirty (30) days from the date
Vendors give such notice to the Purchaser.  If the Purchaser and the
Vendors cannot resolve all matters in dispute within such thirty (30) day
period, all such unresolved matters shall be submitted to PricewaterhouseCoopers
LLP or, if they refuse or are unable to act, a nationally recognized accounting
firm acceptable to the Purchaser and the Vendors (the “EO Expert”) for resolution by
arbitration in accordance with Section 7.2 provided that the EO Expert shall use
its reasonable efforts to render its written decision within 30 days of its
appointment and the EO Expert shall be given access to all materials and
information reasonably requested by it for such purpose.  The Vendors
shall not disclose any information received by them under this Section 2.11
including the Purchaser Earn Out Statements without the prior written consent of
the Purchaser except to their consultants and/or the EO Expert who shall agree
in writing to a similar confidentiality obligation before receipt of such
information.

     

    
      	
              2.12  

            	
              Audit
      of Closing Date Statements

            


    

     

    The Purchaser shall
have a period of sixty (60) days from the date the Purchaser receives Closing
Date Statements in which to review the same.  For the purpose of such
review, the Vendors shall permit the Purchaser and its advisors to examine all
accounting documentation used or prepared in preparing the Closing Date
Statements including all back up material and ledgers.  The Purchaser
shall have the right to dispute the amount of the adjustment for Negative
Working Capital and payment to be made with respect thereto provided it gives
notice in writing to the Vendors within sixty (60) days following receipt of the
Closing Date Statements. The Purchaser and the Vendors shall attempt to resolve
the matters in dispute within thirty (30) days from the date the Vendors give
such notice to the Purchaser.  If the Purchaser and the Vendors cannot
resolve all matters in dispute within such thirty (30) day period, all such
unresolved matters shall be submitted to PricewaterhouseCoopers LLP or, if they
refuse or are unable to act, a nationally recognized accounting firm acceptable
to the Purchaser and the Vendors (the “CDS Expert”) for resolution by
arbitration in accordance with Section 7.2 provided that the CDS Expert shall
use its reasonable efforts to render its written decision within 30 days of its
appointment and the CDS Expert shall be given access to all materials and
information reasonably requested by it for such purpose.

     

    
      	
              2.13  

            	
              Employees
      and Contractors

            


    

     

    As soon as
practical following execution of this Agreement, the Purchaser
shall:

     

    
      	
              (a)  

            	
              offer
      continuing employment to all of the Employees, effective on the Closing,
      on the same or substantially the same terms as the terms under which such
      Employees were employed immediately before the Closing Date, and with full
      recognition of their length of service with the Vendors, the Group or any
      Person forming part of the Group;

            


    

     

    
      	
              (b)  

            	
              offer
      continuing contracts for services to all of the Contractors, effective on
      the Closing, on the same or substantially the same terms as contained in
      their respective Contracts; and

            


    

     

    
      	
              (c)  

            	
              effective on
      the Closing, the Purchaser shall assume all obligations to the Employees
      and the Contractors, including all obligations under the Employee and
      Contractor Contracts set out in Schedules 3.1(gg) and
    3.1(hh).

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.14  

            	
              Non-Assignable
      Contracts and Licenses

            


    

     

    Nothing in this
Agreement will constitute an agreement to assign or an attempted assignment of
any Contract or License which is not assignable or which can only be assigned
with the consent of an independent third party, which consent has not been
obtained.  To the extent permitted by Law,  such Contracts and Licenses will be held by the
Vendors in trust for the benefit of the Purchaser on and subject to the terms of
the Trust Agreement.

     

    
      	
              2.15  

            	
              PCTIA
      REQUIREMENTS

            


    

     

    (i)           Persons
that are students enrolled in career programs approved by PCTIOA Closing (“SSCC
students”), are not party tot his agreement.

     

    (ii)           Subject
to the limitations in this section, contracts existing between the Vendor’s
students prior to December 17, 2007 or when this agreement comes into effect
will be assigned by the Vendors 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 Vendors
to SSCC students from Closing until the termination date of the contract between
the Vendors and SSCC students. The Vendors will be solely responsible for and
the Purchaser will not be responsible for liabilities under these student
contracts that may remain in relation to the provision of educational services
that were to be provided by the Vendors to the SSCC students prior to the
Closing Date.

     

    (iii)           The
Purchaser will, for the purpose of serving current SSCC students, adopt
admission standards and fees for its programs and current students that are the
same as those previously adopted by the Vendors, and accept that current SSCC
students have met the standards for the programs they were enrolled in by the
Vendors.

     

    (iv)           All
SSCC 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 Vendors.

     

    (v)           In
the event one or more SSCC 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).

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 3

     

     

    REPRESENTATIONS
AND WARRANTIES

     

    
      	
              3.1  

            	
              Representations
      and Warranties of the Vendors and the
  Covenantors

            


    

     

    The Vendors and
Covenantors, jointly and severally, represent and warrant to the Purchaser as
follows and acknowledge that notwithstanding any independent searches or
investigations that may be undertaken by or on behalf of the Purchaser and
notwithstanding any information or documentation provided to the Purchaser
(unless otherwise contemplated herein, including disclosure in any disclosure
Schedule, which shall be deemed to qualify, apply and be disclosed for all
Schedules and all representations and warranties in this Section 3.1, the
Purchaser is relying upon the accuracy of each of such representations and
warranties in connection with the purchase of the Purchased Assets and
completion of the other transactions contemplated hereunder:

     

    
      	
              (a)  

            	
              Status of the
      Corporations.  Each corporation comprising the Vendors is
      duly incorporated and validly existing under the Laws of its jurisdiction
      of incorporation.

            


    

     

    
      	
              (b)  

            	
              Contractual and Regulatory
      Approvals.  The Vendors and each Person in the Group have
      obtained all contractual and regulatory approvals required to carry on the
      Business except to the extent that any failure to obtain such contractual
      and regulatory approvals could not reasonably be expected to have a
      Material Adverse Effect on the operations of the Business as they are
      presently conducted.

            


    

     

    
      	
              (c)  

            	
              Execution and Binding
      Obligation.  This Agreement has been duly executed and
      delivered by each of the Vendors, as applicable, and constitutes legal,
      valid and binding obligations of each of the Vendors enforceable against
      each of the Vendors, as applicable, in accordance with their respective
      terms, except as enforcement of may be limited
  by:

            


    

     

    
      	
              (i)  

            	
              bankruptcy,
      insolvency, moratorium, reorganization and other Laws relating to or
      affecting the enforcement of creditors’ rights generally;
    and

            


    

     

    
      	
              (ii)  

            	
              general
      principles of equity, including that equitable remedies, such as the
      remedies of specific performance and injunctive relief, may only be
      granted in the discretion of a
court;

            


    

     

    provided that no
representation or warranty is given with respect to enforceability of the Trust
Agreement or the impact of the Trust Agreement on this Agreement or with respect
to the Minority Partners Rights.

     

    
      	
              (d)  

            	
              No Other Agreements to
      Purchase.  Except for the Purchaser’s rights under this
      Agreement, no Person has any written or oral agreement, option or warrant
      or any right or privilege (whether by Law or Contract, including any right
      of first refusal) capable of becoming a right for the purchase or
      acquisition from the Vendors of any interest in the Purchased Assets
      except for the purchase or sale of inventory in the normal course of the
      Business or assets, including curriculum and training processes, in
      connection with the Contracts specified in Schedule 3.1(aa); if the
      Closing is occurring, on the Closing Date the Purchaser will receive by
      transfer and  or assignment marketable title to and a complete
      and absolute interest in the Purchased Assets free and clear of all liens,
      claims or encumbrances whatsoever, subject only to the covenants required
      as disclosed herein and the Permitted
  Encumbrances.

            


    

     

    
      	
              (e)  

            	
              Corporate Authority and Binding
      Obligation.  Provided that the Closing is occurring, on
      Closing, the Vendors and their shareholders and boards of directors will
      have taken all necessary actions, steps and corporate proceedings to
      transfer the Purchased Assets to the
Purchaser.

            


    

     

    
      	
              (f)  

            	
              Residence.  None
      of the Vendors is a non-resident of Canada within the meaning of the
      ITA.

            


    

     

    
      	
              (g)  

            	
              Partnerships or Joint
      Ventures.  No Person in the Group, nor the Vendors, are a
      partner or participant in any partnership, joint venture, profit-sharing
      arrangement or other similar association of any kind nor are they a party
      to any agreement under which they agree to carry on any part of a business
      or any other activity in such manner or by which they agree to share any
      revenue or profit with any other Person, other than as set out herein,
      including Schedule  3.1(g) and the Schedules
    hereto.

            


    

     

    
      	
              (h)  

            	
              Status, Constating Documents
      and Licenses.

            


    

     

    
      	
              (i)  

            	
              Each Person
      in the Group and the Vendors are duly licensed, registered and qualified
      as corporations or partnerships, as the case may be, to carry on their
      respective businesses as they are now being conducted and are up-to-date
      in the filing of all required corporate returns and other notices and
      filings and they are otherwise in good standing in their jurisdiction of
      incorporation and in each jurisdiction in
which:

            


    

     

    
      	
              A.  

            	
              they own or
      lease property; or

            


    

     

    
      	
              B.  

            	
              the nature or
      conduct of their business or any part thereof, or the nature of their
      property or any part thereof, makes such qualification necessary or
      desirable to enable their business to be carried on as now conducted or to
      enable their property and assets to be owned, leased and operated by
      them.  Schedule 3.1(h)(i) describes all of the jurisdictions in
      which the Group carries on
business.

            


    

     

    
      	
              (ii)  

            	
              The Licenses
      of the Vendors and of Group listed in Schedule 3.1(h)(i) are all of the
      Licences that are material to the operation of the Business and are valid
      and subsisting.  True and complete copies of the Licenses have
      been delivered to the Purchaser prior to the date hereof.  The
      Vendors and each Person in the Group are in compliance with in all
      material respects with all terms and conditions of their respective
      Licenses.  Except as disclosed in Schedule 3.1(h)(i), there are
      no proceedings in progress, or the knowledge of the Vendors or Covenantors
      pending or threatened, that could result in the revocation, cancellation
      or suspension of any of the Licenses other than any impact arising out of
      the Trust Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  

            	
              Compliance with Constating
      Documents, Agreements and Laws.  The execution, delivery
      and performance of this Agreement and each of the other Contracts
      contemplated by this Agreement by the Vendors, and the completion of the
      transactions contemplated hereby and thereby, will not constitute or
      result in a violation or breach of or default under, or cause the
      acceleration of any obligations of the Group or any of the Vendors
      under:

            


    

     

    
      	
              (i)  

            	
              their
      articles, by-laws, declaration of trust or other constating or
      organizational documents, as and if
applicable;

            


    

     

    
      	
              (ii)  

            	
              subject to
      obtaining the contractual consents referred to in Schedule 3.1(i), the
      terms of any Contract or other obligation or restriction to which the
      Group or the Vendors are a party or by which any of them is bound;
      or

            


    

     

    
      	
              (iii)  

            	
              subject to
      obtaining the regulatory consents referred to in Schedule 3.1(i), any term
      or provision of any License or Authorization or any order or judgment of
      any court, governmental authority or regulatory body or any
      Laws,

            


    

     

    provided that no
representation or warranty regarding matters set out in this Section 3.1(i) is
given with respect to any impact arising out of the Trust Agreement or with
respect to the Minority Partners Rights.

     

    
      	
              (j)  

            	
              Financial
      Records.

            


    

     

    
      	
              (i)  

            	
              all financial
      transactions of the Group have in all material respects been accurately
      recorded in the financial books and records of the
  Group;

            


    

     

    
      	
              (ii)  

            	
              no
      information, records or systems pertaining to the operations or
      administration of the Business or the affairs of the Group are in the
      possession of, recorded, stored, maintained or otherwise dependent upon
      any other Person except for information or records in the possession of
      Employees, consultants, Contractors, banks, Government Agencies and
      professional advisors which the Vendors will use reasonable commercial
      efforts to make available to the Purchaser before and, to the extent the
      Vendors and Covenantors are reasonably able to do so, after Closing as
      reasonably requested by the Purchaser;
and

            


    

     

    
      	
              (iii)  

            	
              the financial
      books and records fairly and accurately reflect in all material respects
      the financial position of
the  Group.

            


    

     

    
      	
              (k)  

            	
              Financial
      Statements.

            


    

     

    
      	
              (i)  

            	
              The Group
      Statements for the last 3 fiscal years of the Group, copies of which have
      been provided to the Purchaser, 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 Group as at the
      respective dates thereof and the results of operations for the period to
      which such financial statements
relate.

            


    

     

    
      	
              (ii)  

            	
              To the
      Vendors’ and Covenantors’ knowledge, the Group Interim Statements,
      unaudited, are substantially true in all material respects and present
      fairly the assets, liabilities and financial condition of the
      Group.

            


    

     

    
      	
              (iii)  

            	
              The Closing
      Date Statements, when delivered to the Purchaser in accordance with this
      Agreement will have been prepared in a manner consistent with the
      preparation of the Group Statements, and will be true, correct and
      complete in all material respects and present fairly the assets,
      liabilities and financial condition of the Group at the Closing Date and
      the results of operations for the periods to which such financial
      statements relate.

            


    

     

    
      	
              (l)  

            	
              Title to
      Assets.  Except with respect to (i) the IP Assets (which
      are dealt with separately in Section 3.1(x)) or any rights held under
      license, (ii) the Leased Premises which are leased pursuant to the Leases,
      or (iii) equipment that is subject to Equipment Contracts, the Vendors
      have good and marketable title to all property used or required for the
      ordinary operation of their business (the “Business Assets”) free
      of any Encumbrance other than Permitted
  Encumbrances.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (m)  

            	
              Condition of
      Assets.  The Business Assets and equipment leased under
      the Equipment Contracts are in good operating order and in a state of good
      maintenance and repair for the purposes of ongoing operation of the
      Business, reasonable wear and tear
excepted.

            


    

     

    
      	
              (n)  

            	
              Group Accounts
      Receivable.  The accounts receivable of the Group
      reflected in the Group Interim Statements arose from bona fide transactions
      in the Ordinary Course and are valid, enforceable and fully collectable
      accounts (subject to a reasonable allowance, generally consistent with
      past practice, for doubtful accounts or as previously disclosed in writing
      to the Purchaser).  Such accounts receivable are not subject to
      any set-off or counterclaim.

            


    

     

    
      	
              (o)  

            	
              Absence of Certain Changes or
      Events.  Except as disclosed in the Group
      Interim  Statements or in Schedule 3.1(o), neither the Group nor
      the Vendors have in the period from September 1, 2007 to the Closing Date
      and with respect to the Business and/or the Purchased
    Assets:

            


    

     

    
      	
              (i)  

            	
              incurred any
      material obligation or liability (whether accrued, absolute, contingent or
      otherwise), except normal trade or business obligations incurred in the
      Ordinary Course;

            


    

     

    
      	
              (ii)  

            	
              paid or
      satisfied any material obligation or liability (whether accrued, absolute,
      contingent or otherwise), except:

            


    

     

    
      	
              A.  

            	
              current
      liabilities included in the Group Statements or the Closing Date
      Statements;

            


    

     

    
      	
              B.  

            	
              scheduled
      payments pursuant to obligations under loan agreements or other contracts
      or commitments described in this Agreement, including the Schedules;
      and

            


    

     

    
      	
              C.  

            	
              scheduled
      payments pursuant to obligations under capital
  leases.

            


    

     

    
      	
              (iii)  

            	
              created any
      Encumbrance other than a Permitted Encumbrance upon any of its capital
      assets, except in the Ordinary Course or as described in Schedule
      3.1(o);

            


    

     

    
      	
              (iv)  

            	
              sold,
      assigned, transferred, leased or otherwise disposed of any of its
      properties or assets material to the operation of the Business, except in
      the Ordinary Course;

            


    

     

    
      	
              (v)  

            	
              purchased,
      leased or otherwise acquired any properties or assets material to the
      operation of the Business, except in the Ordinary
  Course;

            


    

     

    
      	
              (vi)  

            	
              waived,
      cancelled or written-off any rights, claims, accounts receivable or any
      amounts payable thereto, except in the Ordinary
  Course;

            


    

     

    
      	
              (vii)  

            	
              entered into
      a Material Contract;

            


    

     

    
      	
              (viii)  

            	
              other than is
      required by, or agreed to by the Purchaser, terminated, discontinued,
      closed or disposed of any facility or business operation material to the
      operation of the Business;

            


    

     

    
      	
              (ix)  

            	
              made any
      material change with respect to any method of management, operation or
      accounting in respect of the
Business;

            


    

     

    
      	
              (x)  

            	
              increased any
      form of compensation or other benefits payable or to become payable to any
      of their directors, officers, Contractors or Employees, including any
      improvements to severance or termination pay, Benefit Plans or Employee
      Plans, other than in the Ordinary
Course;

            


    

     

    
      	
              (xi)  

            	
              suffered any
      damage, destruction or loss (whether or not covered by insurance) having a
      Material Adverse Effect;

            


    

     

    
      	
              (xii)  

            	
              suffered any
      extraordinary loss relating to their
business;

            


    

     

    
      	
              (xiii)  

            	
              made or
      suffered any Material Adverse Change in, or become aware of any event or
      condition which singly or in aggregate has or would reasonably be expected
      to result in a Material Adverse
Change;

            


    

     

    
      	
              (xiv)  

            	
              authorized,
      agreed or otherwise become committed to do any of the
      foregoing.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (p)  

            	
              Commitments for Capital
      Expenditures.  Except as disclosed in the Group
      Statements and/or the Group Interim Statements or as set out in Schedule
      3.1(p), neither the Vendors nor the Group have made or committed to make
      any capital expenditures, or authorized any capital expenditures at any
      time since July 31, 2007, other than in the Ordinary
    Course.

            


    

     

    
      	
              (q)  

            	
              Tax
      Matters.

            


    

     

    
      	
              (i)  

            	
              For purposes
      of this Agreement, the term “Governmental Charges”
      means and includes all taxes, customs duties, rates, levies, assessments,
      reassessments and other charges, together with all penalties, interest and
      fines with respect thereto, payable to any governmental agency, domestic
      or foreign.

            


    

     

    
      	
              (ii)  

            	
              Except as
      disclosed in Schedule 3.1(q), the Vendors and the Group will have up to
      the Closing Date duly and on a timely basis prepared and filed, in all
      applicable jurisdictions, all tax returns and other documents required to
      be filed by it and/or them by the Closing Date in respect of all
      Governmental Charges and such returns and documents are complete and
      correct in all material respects.  Complete and correct copies
      of all such returns (for greater certainty including both income tax
      returns and goods and services tax returns) and other documents filed in
      respect of the last six fiscal years ending prior to the date hereof have
      been provided to the Purchaser prior to the date
  hereof.

            


    

     

    
      	
              (iii)  

            	
              The Vendors
      and the Group have paid, and on the Closing Date will have paid, all
      Governmental Charges which are due and payable by it and/or them on or
      before the date hereof and the Closing Date,
      respectively.  Adequate provision was made by the Group,
      respectively, in the most recent Group Statements for all Governmental
      Charges for all periods up to the date of the balance sheet comprising
      part of the most recent Group Statements.  All Governmental
      Charges which may accrue between the end of the most recent fiscal year of
      the Group and the Closing will be included in the Closing Date
      Statements.

            


    

     

    
      	
              (iv)  

            	
              Canadian
      federal income tax assessments have been issued to the Vendors and the
      Group, respectively, covering all past periods up to and including the
      fiscal year ended July 31, 2006, and August 26, 2006,
      respectively.

            


    

     

    
      	
              (v)  

            	
              There are no
      agreements, waivers or other arrangements providing for any extension of
      time with respect to the filing of any tax return or other document or the
      payment of any Governmental Charges by the Vendors or the Group for the
      period for any assessment or reassessment of Governmental
      Charges.

            


    

     

    
      	
              (vi)  

            	
              The Vendors
      and the Group have and on the Closing Date will have withheld or collected
      from each Person the amount to be paid or credited in respect of such
      Person the amount of Governmental Charges required to be withheld or
      collected there from and has and on the Closing Date will have remitted
      such Governmental Charges to the proper tax or other receiving authorities
      within the time periods required under applicable
    legislation.

            


    

     

    
      	
              (r)  

            	
              Litigation and Other
      Proceedings.  Except as set out in Schedule 3.1(r): there
      is no court, administrative, regulatory or similar proceeding (whether
      civil, quasi-criminal or criminal); arbitration or other dispute
      settlement procedure; to the knowledge of the Vendors and the Covenantors,
      investigation or inquiry by any governmental, administrative, regulatory
      or similar body, or any similar matter or proceeding (collectively “Proceedings”) against or
      involving the Vendors and/or the Group (whether in progress or
      threatened); and to the knowledge of the Vendors and the Covenantors, no
      event has occurred which might give rise to any proceedings and there is
      no judgment, decree, injunction, rule, award or order of any court,
      government department, board, commission, agency, arbitrator or similar
      body outstanding against the Vendors and/or the Group.  Except
      as set out in Schedule 3.1(r), no complaint, grievance, claim, work order
      or investigation is outstanding, pending or to the knowledge of the
      Vendors or the Covenantors, threatened, has been filed, made or commenced
      against the Vendors and/or the Group pursuant to the Employment Standards Act
      (British Columbia), Workers Compensation Act
      (British Columbia) British Columbia Human Rights
      Code or any similar legislation of Canada, the Province of British
      Columbia or of any other
jurisdiction;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (s)  

            	
              Environmental
      Matters.

            


    

     

    
      	
              (i)  

            	
              For the
      purposes of this Agreement, the following terms and expressions shall have
      the indicated meanings:

            


    

     

    
      	
              A.  

            	
              “Environment” means the
      air, all layers of the atmosphere, surface water, underground water, all
      land, all living organisms and the interacting natural systems that
      include components of air, land, water, organic and inorganic matter and
      living organisms, and includes indoor
spaces;

            


    

     

    
      	
              B.  

            	
              “Environmental Laws”
      means all applicable statutes, regulations, ordinances, by-laws,
      guidelines, policies, standards, permits and codes, now or hereafter in
      force or existence in Canada, the United States and elsewhere (whether
      federal, state, provincial, municipal or local), or arising under the
      common law, relating to the protection, preservation or remediation of the
      Environment, occupational health and safety, product safety, product
      liability, transportation of dangerous goods or Hazardous Substances,
      including, without limitation, the Waste Management or the
      Canadian Environmental
      Protection Act (1999) (Canada), U.S. Comprehensive
      Environmental Response, Compensation, and Liability Act; U.S. Resource Conservation and
      Recovery Act; and Washington Model Toxic Control
      Act in
      each case, including any regulations promulgated thereunder and as amended
      from time to time.

            


    

     

    
      	
              C.  

            	
              “Environmental Permits”
      includes all Licenses issued by or provided to any Governmental Agency of
      competent jurisdiction under Environmental
Laws.

            


    

     

    
      	
              D.  

            	
              “Hazardous Substance”
      means any contaminant, pollutant or waste (or source thereof), hazardous
      substance, toxic, deleterious or caustic substance, hazardous waste or
      dangerous goods as defined under any Environmental Laws, or any other
      substance which when released to the Environment is likely to cause, at
      some immediate or future time, material harm or degradation to the
      Environment or material risk to human
health.

            


    

     

    
      	
              E.  

            	
              “Release” means any
      release, spill, leak, emission, discharge, deposit, leach, dumping, escape
      or other disposal, which is or has been made in contravention of any
      Environmental Laws.

            


    

     

    
      	
              (ii)  

            	
              Except as
      disclosed in Schedule 3.1(s), the operation of the Business, the Leased
      Premises and other property and assets owned or used by the Vendors and/or
      the Group and the use, maintenance and operation thereof by the Vendors
      and/or the Group has been and are in compliance with all Environmental
      Laws.  The Vendors and the Group have complied with all
      reporting and monitoring requirements under all Environmental
      Laws.  Neither the Vendors nor the Group have received any
      notice of any non-compliance with any Environmental Laws, nor have they
      been convicted of an offence for non-compliance with any Environmental
      Laws or been fined or otherwise sentenced or settled such prosecution
      short of conviction.  Neither the Vendors nor the Group have
      received any claim or demand from any Person or authority regarding breach
      or alleged breach by them of any Environmental Laws or non-compliance with
      the conditions of any Environmental Permit by them or costs of clean up or
      Release of any Hazardous Substance by them or notice of any such claim or
      demand; there are no proceedings against or involving the Vendors, Group
      or any of the Vendors in progress, pending or, to the knowledge of the
      Vendors and the Covenantors, threatened in this regard; and, to the
      knowledge of the Vendors and the Covenantors, there are no grounds on
      which any such claim or demand could be made with any reasonable
      likelihood of success.

            


    

     

    
      	
              (iii)  

            	
              The Vendors
      and the Group have obtained all Environmental Permits necessary to conduct
      their business and to own, use and operate the Leased Premises and their
      other properties and assets and the operation of such business, the Leased
      Premises and their other properties and assets owned by them and the use,
      maintenance and operation thereof have been and are in compliance with all
      such Environmental Permits.  All such Environmental Permits are
      listed in Schedule 3.1(s) and complete and correct copies thereof have
      been provided to the Purchaser prior to the date hereof.  The
      Vendors and the Group are in compliance with all such Environmental
      Permits and all such Environmental Permits are valid and in full force and
      effect.  No proceeding is pending or to the knowledge of the
      Vendors and the Covenantors threatened, to revoke, modify or limit any of
      such Environmental Permits.

            


    

     

    
      	
              (iv)  

            	
              Except as
      disclosed in Schedule 3.1(s), to the knowledge of the Vendors, there are
      no Hazardous Substances located in, under, on or emanating from the Leased
      Premises or any of the properties or assets owned or used by, or
      previously owned or used by the Vendors or the Group.  Neither
      the Vendors, nor the Group, nor any Affiliate thereof, has Released or
      caused or knowingly permitted to be Released any Hazardous Substance and
      to the knowledge of the Vendors and the Covenantors, no Release has
      occurred in, under, on or from such properties or assets or has resulted
      from the operation of the Business or the conduct of any other activities
      of the Vendors or the Group nor any Affiliate thereof.  Except
      as disclosed in Schedule 3.1(s), neither the Vendors nor the Group have
      used, or knowingly allowed any Person to use, the Leased Premises or any
      of its properties or assets to produce, generate, store, handle, transport
      or dispose of any Hazardous Substances except in compliance with
      Environmental Laws.  None of the Leased Premises or previously
      owned or leased properties has been or is being used by the Vendors and/or
      the Group or, to the knowledge of the Vendors, any other Person as a
      landfill or waste disposal site.

            


    

     

    
      	
              (v)  

            	
              Without
      limiting the generality of the foregoing, except as disclosed in Schedule
      3.1(s), to the knowledge of the Vendors and the Covenantors, there are no
      underground or surface storage tanks and no lead, urea formaldehyde foam
      insulation, asbestos, polychlorinated biphenyls (PCBs) or radioactive
      substances located on, in or under any of the properties or assets owned
      or used by the Vendors or the Group, including without limitation the
      Leased Premises.  The Vendors or the Group are not, and to the
      knowledge of the Vendors, there is no factual basis upon which they could
      become, responsible for any clean-up or corrective action under any
      Environmental Laws.  Neither the Vendors nor the Group have
      conducted or caused to be conducted an environmental audit, assessment or
      study of any of its properties or assets, other than such audits,
      assessments or studies which have been disclosed to the Purchaser in
      Schedule 3.1(s) and copies of which have been provided to the
      Purchaser.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (t)  

            	
              Leased
      Premises.  Schedule 3.1(t) describes all leases and
      agreements (the “Leases”) to lease under
      which the Vendors and/or the Group leases any real property (the “Leased
      Premises”).  Except as set out in Schedule 3.1(t),
      neither the Vendors nor the Group are party to or bound by any lease of
      real property, or any agreement in the nature of a lease, whether as
      lessor or lessee.  Complete and correct copies of the Leases
      have been provided to the Purchaser prior to the date
      hereof.  The Vendors or the Group, as the case may be, are
      exclusively entitled to all rights and benefits as lessee under the Leases
      and neither the Vendors nor the Group have sublet, assigned, licensed or
      otherwise conveyed any rights in the Leased Premises or in the Leases to
      any Person.  The uses by the Vendors and/or the Group of the
      Leased Premises are to the knowledge of the Vendors and the Covenantors
      not in breach of any building, zoning or other statute, by law, ordinance,
      regulation, covenant, restriction or official plan.  Other than
      the leasehold interest in the Leased Premises, neither the Vendors nor the
      Group have any title or interest in real property.  Except as
      disclosed in Schedule 3.1(t), neither the Vendors nor the Group is in
      default in meeting any of its obligations under any of the Leases, other
      than a default which does not have a Material Adverse Effect, and, to the
      knowledge of Vendors and the Covenantors, no other party to a Lease is in
      material default under any such Lease.  Each Lease is in full
      force and effect.

            


    

     

    
      	
              (u)  

            	
              Work Orders and
      Deficiencies.  To the knowledge of the Vendors and the
      Covenantors, there are no outstanding work orders, non-compliance orders,
      deficiency notices or other such notices relating to the Leased Premises,
      the other properties and assets of the Group or the Business that have
      been issued by any regulatory authority, police or fire department,
      sanitation, environment, labour, health or other governmental authorities
      or Governmental Agencies.  To the knowledge of the Vendors and
      the Covenantors, there are no matters under discussion with any such
      department, authority or Governmental Agency relating to work orders,
      non-compliance orders, deficiency notices or other such
      notices.  The Business is not being carried on, and none of the
      Leased Premises or the other properties or assets of the Vendors and/or
      Group are being operated, in a manner that is in contravention of any
      statute, regulation, rule, code, standard or policy, except for
      contraventions which are not, in the aggregate, materially adverse to the
      Business.  No material amounts are owing by the Group in respect
      of the Leased Premises to any Governmental Agency or public utility, other
      than current accounts, which are not in
arrears.

            


    

     

    
      	
              (v)  

            	
              Condition of Properties and
      Equipment.  The buildings and structures comprising the
      Leased Premises are to the knowledge of the Vendors and the Covenantors
      free of any material structural defect. The heating, ventilating,
      plumbing, drainage, electrical and air conditioning systems and all other
      systems used in the Leased Premises and all machinery, equipment, tools,
      furniture, furnishings, materials and other physical assets used in the
      Business or by the Vendors and/or the Group are in material compliance
      with applicable laws, in good working order, fully operational and free of
      any defect, except for normal wear and tear having regard to the use and
      age of such assets.

            


    

     

    
      	
              (w)  

            	
              Leases of Personal
      Property.  Except as set out in Schedule 3.1(w), neither
      the Vendors nor the Group are a lessee or lessor under any lease of
      personal property.  

            


    

     

    
      	
              (x)  

            	
              Intellectual
      Property. Except as
      otherwise already previously disclosed by the Vendors to the
      Purchaser:

            


    

     

    Registrations:

     

    
      	
              (i)  

            	
              Schedule
      3.1(x) contains a complete list of all (i) all patents and patent
      applications, registered copyrights, and registered or applied for
      trade-marks that are included in the Owned IP (the “Registered IP”),
      together with the details of any registrations and applications for
      registration with respect thereto, and (ii) all other IP Assets that are
      material to the Business, but excluding in any event commercially
      available software that is available for purchase or licensed in the
      Ordinary Course.

            


    

     

    
      	
              (ii)  

            	
              The
      registrations and applications for registration of the Registered IP
      listed in Schedule 3.1(x) are, valid and subsisting, in good standing, and
      enforceable against third parties and are recorded, maintained and renewed
      in the name of the pertinent Vendors or Person in the Group in the
      appropriate registries or government offices to preserve the rights of the
      pertinent Vendors or Person in the Group thereof and
    thereto.

            


    

     

    
      	
              (iii)  

            	
              To the
      knowledge of the Vendors and the Covenantors there exist no facts which
      would materially affect the validity, enforceability, scope or
      registerability of any of the Owned
IP.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Title
& Sufficiency:

     

    
      	
              (iv)  

            	
              The pertinent
      Vendors or Person in the Group own or have the necessary rights in the IP
      Assets as is necessary for the operation, conduct and maintenance of the
      Business as such Business is currently and has historically been operated,
      conducted or maintained and each item of the IP Assets will be owned or,
      in respect of the Licensed IP, held by license rights by the pertinent
      Vendors or Person in the Group immediately after, and after giving effect
      to, the Closing without the need for any further Authorization, License or
      any consent, license, right or permission from any Person in respect
      thereof and the consummation of the transactions contemplated herein will
      not impair, alter or limit in any way such ownership or
      rights.

            


    

     

    
      	
              (v)  

            	
              Except as
      disclosed in Schedule 3.1(x), the pertinent Vendors or Person in the Group
      owns and have a legal and beneficial right, title and interest in and to
      the Owned IP in its own name, free and clear of any Encumbrances, and none
      of the Owned IP has been licensed from or to a Third
  Party.

            


    

     

    
      	
              (vi)  

            	
              Except as
      disclosed in Schedule 3.1(x), the pertinent Vendors or Person in the Group
      has the exclusive right to use and otherwise exploit the Owned IP (other
      than trademarks and trade names), and there are no prohibitions or
      restrictions on the use or other exploitation by the pertinent Vendors or
      Person in the Group of the IP Assets, in all jurisdictions in which it is
      currently or has historically been used or otherwise
      exploited.

            


    

     

    Infringement:

     

    
      	
              (vii)  

            	
              Neither (a)
      the operation, conduct and maintenance by the Vendors or the Group of the
      Business as it is currently and has historically been operated, conducted
      and maintained, nor (b) the use by the pertinent Vendors or the Group of
      the IP Assets in respect thereto, infringes, misappropriates, misuses or
      violates the IP Rights, or any other rights, of any Third Party or
      breaches any duty or obligation owed to any Third
  Party.

            


    

     

    
      	
              (viii)  

            	
              None of the
      Vendors, Group or any of the Vendors have received any notice, complaint,
      threat or claim alleging: the infringement, misappropriation, misuse or
      violation of any IP Rights of any Third Party or breach of any duty or
      obligation owed to any Third Party; or, that the pertinent Vendors or the
      Group, as the case may be, do not own the Owned IP or, in the case of the
      Licensed IP, that the Vendors or the Group, as the case may be, do not
      have the right (unless otherwise stated in Schedule 3.1(x)) to use the IP
      Assets in the conduct of the Business as it is currently and has
      historically been operated, conducted and
  maintained.

            


    

     

    
      	
              (ix)  

            	
              To the
      knowledge of the Vendors and the Covenantors, there is and there has been
      no material past or present infringement, misappropriation, misuse, or
      violation of, breach of any obligations with respect to, or other
      impairment of any of the Owned IP.

            


    

     

    
      	
              (x)  

            	
              No claims
      have been asserted by any Third Party with respect to, or challenging or
      questioning, the ownership, validity, enforceability or use of, the IP
      Assets and to the knowledge of the Vendors and the Covenantors there is no
      valid basis for any such claim except as set out in Schedule
      3.1(x).

            


    

     

    
      	
              (xi)  

            	
              No claim has
      been asserted (nor is likely to be asserted) by the Vendors or the Group,
      as the case may be, with respect to the IP Assets nor have the Vendors or
      the Group, as the case may be, issued, filed or made (nor is it likely to
      issue, file or make) any notice, complaint, threat or claim against a
      Third Party alleging infringement of the IP Assets or any IP Assets right
      or other right of the Vendors or the Group, as the case may be, by such
      Third Party except as set out in Schedule
  3.1(x).

            


    

     

    
      	
              (xii)  

            	
              No
      proceeding, opposition, office action or claim has been asserted (nor, to
      the knowledge of the Vendors and the Covenantors, is likely to be
      asserted) by the Vendors or the Group, as the case may be, challenging or
      questioning the ownership, validity, enforceability or right to use any
      intellectual property of a Third Party, or in respect of any registration
      or application for registration in respect
  thereof.

            


    

     

    
      	
              (xiii)  

            	
              Each of the
      Vendors, the Vendors and the Group have undertaken and maintained, and
      continues to undertake and maintain, reasonable security measures to
      protect the secrecy, confidentiality and value of the IP Assets, including
      without limitation, all proprietary, technical, or confidential
      information related thereto, and all proprietary, technical, or
      confidential information of any Third Party provided to it in confidence
      by a Third Party and, in the case of the Vendors, relating directly or
      indirectly, to the Vendors and the Group or the Business, and neither the
      Group nor any of the Vendors have breached any agreements or obligations
      of non-disclosure or confidentiality in respect
  thereof.

            


    

     

    
      	
              (xiv)  

            	
              None of the
      Vendors or any Affiliate thereof or any Related Party of the Vendors or
      the Group (other than the Vendors or the Group themselves) owns or has any
      rights in or to any of the Owned
IP.

            


    

     

    
      	
              (y)  

            	
              Restrictions on Doing
      Business.  To the knowledge of the Vendors, neither the
      Vendors nor the Group are a party to or bound by any agreement that would
      restrict or limit any right to carry on any business or activity or to
      solicit business from any Person or in any geographical area or otherwise
      to continue to conduct the Business as presently conducted other than as
      provided in the Contracts listed in Schedule
  3.1(aa).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (z)  

            	
              Guarantees.  Except
      as described in Schedule 3.1(z):

            


    

     

    
      	
              (i)  

            	
              neither the
      Vendors nor the Group are a party to or bound by any material agreement of
      guarantee, support, indemnification, assumption or endorsement or any
      other like commitment of the obligations, liabilities (whether accrued,
      absolute, contingent or otherwise) or indebtedness of any Person which
      would affect the Purchaser or attach in any way to any of the Purchased
      Assets;

            


    

     

    
      	
              (ii)  

            	
              neither the
      Vendors nor the Group have given any material guarantee or warranty in
      respect of any of the products sold or serviced by them;
    and

            


    

     

    
      	
              (iii)  

            	
              neither the
      Vendors nor the Group are required to provide any letters of credit, bonds
      or other financial security arrangements in connection with any
      transactions with its respective suppliers or
  customers.

            


    

     

    
      	
              (aa)  

            	
              Licenses, Agency, Distribution
      and Royalty Agreements.  Schedule 3.1(aa) lists all
      material agreements to which the Group are a party or by which they are
      bound, under which the right to manufacture, use or market any product,
      service, IP Assets, technology, information, data, computer hardware or
      other property has been granted, licensed or otherwise provided to or by
      any other Person, or pursuant to which a royalty, license fee or other
      amount is paid by or to the Vendors and/or the Group, or under which the
      Vendors and/or the Group have been appointed, or any Person has been
      appointed by the Vendors and/or the Group, as an agent, distributor,
      licensee or franchisee for any of the foregoing.  Complete and
      correct copies of all of the agreements listed in Schedule 3.1(aa) have
      been provided to the Purchaser prior to the date hereof.  Except
      as may be provided therein, none of the agreements listed in Schedule
      3.1(aa) grant to any Person any authority to incur any liability or
      obligation or to enter into any agreement on behalf of the Vendors and/or
      the Group.

            


    

     

    
      	
              (bb)  

            	
              Educational Accreditations and
      Approvals.

            


    

     

    
      	
              (i)  

            	
              MAE has
      issued the MAE Accreditations and the MAE Approvals for all of the degree
      courses offered by the Group;

            


    

     

    
      	
              (ii)  

            	
              all MAE
      Accreditations and MAE Approvals are in good standing and permit the Group
      to carry on the Business as it currently does and to confer the degrees
      referred to therein in accordance with the requirements
      thereof;

            


    

     

    
      	
              (iii)  

            	
              the Group has
      not violated any term or provision of the MAE Accreditations and/or MAE
      Approvals and all operations of the Group are in material compliance
      therewith;

            


    

     

    
      	
              (iv)  

            	
              the Group has
      not received any notice containing reference to any matter or event which
      may threaten or lead to the termination or suspension of the MAE
      Accreditations and/or MAE
Approvals;

            


    

     

    
      	
              (v)  

            	
              PCTIA has
      issued the PCTIA Accreditations and the PCTIA Approvals set forth on
      Schedule 3.1(bb) for all of the PCTIA courses offered by the
      Group;

            


    

     

    
      	
              (vi)  

            	
              all PCTIA
      Accreditations and PCTIA Approvals are in good standing and unamended and
      permit the Group to carry on the Business as it currently does and to
      confer the certificates and/or degrees referred to therein in accordance
      with the requirements thereof;

            


    

     

    
      	
              (vii)  

            	
              except as
      disclosed in Schedule 3.1(bb), the Group has not violated any term or
      provision of the PCTIA Accreditations and/or PCTIA Approvals and all
      operations of the Group are in material compliance therewith;
      and

            


    

     

    
      	
              (viii)  

            	
              the Group 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
      Accreditations and/or PCTIA
Approvals.

            


    

     

    
      	
              (cc)  

            	
              Student
      Information.  The Group has taken precautions to keep
      their students’ personal information confidential and to restrict the
      public distribution of such information.  In particular, the
      Group’s practices are in compliance with the Personal Information
      Protection Act (British Columbia) and all other applicable privacy
      legislation of applicable
jurisdictions.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (dd)  

            	
              Student
      Loans.  Attached as Schedule 3.1(dd) is a list as of July
      31, 2007 outlining the current repayment rate for Canada student loans
      with respect to the Group, which list is true and correct in all material
      respects as of July 31, 2007.  No additional loans have been
      made to students except in the Ordinary Course from July 31, 2007 to
      Closing.

            


    

     

    
      	
              (ee)  

            	
              Outstanding
      Agreements.  Neither the Vendors nor the Group are a
      party to or bound by any outstanding or executory Material Contract,
      except for:

            


    

     

    
      	
              (i)  

            	
              Material
      Contracts described, or referred to, in this Agreement, including the
      Schedules; and

            


    

     

    
      	
              (ii)  

            	
              other
      Material Contracts described in Schedule
  3.1(ee).

            


    

     

    Complete and
correct copies (including all amendments of each of the Material Contracts
described in Schedule 3.1(ee) have been provided to the Purchaser prior to the
date hereof.

     

    
      	
              (ff)  

            	
              Good Standing of Material
      Agreements.  None of the Vendors and the Group are in
      default or breach of any of their obligations under any Material Contract
      to which they are a party or by which they are bound and there exists no
      state of facts which, after notice or lapse of time or both, would
      constitute such a default or breach provided that the consents to
      assignment contemplated in Section 4.1(e) are obtained.  All
      such Material Contracts are now in good standing and in full force and
      effect.  The Vendors and/or the Group, as the case may be, are
      entitled to all benefits, rights and privileges under all such Material
      Contracts and, to the knowledge of the Vendors, no other party to such
      Material Contracts is in default or breach of any of its obligations
      thereunder.  Except as provided in Schedule 3.1(ee), there are
      no Material Contracts under which the rights of the Vendors and/or the
      Group, as the case may be, or the performance of their obligations are
      dependent upon or supported by the guarantee of or any security provided
      by any other Person.  The Vendors and/or the Group, as the case
      may be, and, to the knowledge of the Vendors, the other parties to all
      Material Contracts to which the Vendors and/or the Group, as the case may
      be, are party, have the capacity to perform all of their respective
      obligations under such Contracts.

            


    

     

    
      	
              (gg)  

            	
              Employees and
      Contractors.  Schedule 3.1(gg) sets forth the name and
      rate of remuneration (excluding specifics of bonus and commission
      entitlement ) of each Employee, and lists each Contractor.  The
      Vendors have provided to the Purchaser information with respect to each
      Employee’s job title, duration of employment, vacation entitlement,
      employee benefit entitlement, bonus and commission entitlement and the
      names of all Employees who are now on disability, maternity or other
      authorized leave or who are receiving workers’ compensation or short-term
      or long-term disability benefits and all Employees and Contractors who
      have given notice of termination or expressed an intention to seek changes
      to their contract of employment.

            


    

     

    
      	
              (hh)  

            	
              Employment and Contractor
      Agreements.  Except as set out in Schedule 3.1(hh),
      neither the Vendors nor the Group are a party to, nor bound by,
      any:

            


    

     

    
      	
              (i)  

            	
              oral or
      written Contract or commitment for the employment or retainer of any
      individual, including, for greater certainty, any Contract or commitment
      with any Employee or Contractor, other than Contracts of indefinite hire
      terminable by the Vendors or Person who is a member of the Group without
      cause on reasonable notice and without any special arrangement or
      commitments with respect to the continuation of employment or payment of
      any particular amount upon termination;
or

            


    

     

    
      	
              (ii)  

            	
              oral or
      written Contract or commitment providing for severance, termination or
      similar payments, including on a change of control of the Vendors or
      Person who is a member of the
Group.

            


    

     

    Correct and
complete copies of all Contracts (or forms thereof) and commitments set out in
Schedule 3.1(hh), or where oral, correct and complete written summaries of their
terms have been provided to the Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (ii)  

            	
              Labour
      Matters and Employment Standards.

            


    

     

    
      	
              (i)  

            	
              None of the
      Vendors or Group are 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 have they conducted negotiations with respect
      to any future such collective agreement or
  commitment.

            


    

     

    
      	
              (ii)  

            	
              No Labour
      Representative has any bargaining rights acquired by either certification
      or voluntary recognition with respect to any of the Employees or
      Contractors.

            


    

     

    
      	
              (iii)  

            	
              To the
      knowledge of the Vendors and Covenantors, there are no current attempts by
      any Labour Representative to organize any of the Employees or
      Contractors.

            


    

     

    
      	
              (iv)  

            	
              To the
      knowledge of the Vendors and Covenantors, no Labour Representative has
      applied to have the Vendors or Group or any Person who forms part thereof
      declared a common employer or related employer pursuant to the applicable
      labour relations Laws.

            


    

     

    
      	
              (v)  

            	
              There are no
      existing or, to the knowledge of the Vendors and the Covenantors,
      threatened, labour strikes or labour disputes, grievances, controversies
      or other labour troubles affecting, or reasonably likely to affect, the
      Vendors or Group or the Business.

            


    

     

    
      	
              (vi)  

            	
              The Vendors
      and the Group have complied in all material respects with all Laws, rules,
      regulations and orders applicable to it relating to employment, including
      those relating to wages, hours of work, collective bargaining,
      occupational health and safety, workplace hazardous materials, employment
      standards, pay equity and workers’
compensation.

            


    

     

    
      	
              (vii)  

            	
              All amounts
      due and payable by the Vendors and the Group to their respective Employees
      and Contractors have been paid in full up until December 17, 2007 and all
      amounts accruing due to same, including vacation pay owed to Employees
      will be reflected in the Closing Date
  Statements.

            


    

     

    
      	
              (viii)  

            	
              To the
      knowledge of the Vendors and Covenantors, there are no outstanding charges
      or complaints against the Vendors and the Group relating to unfair labour
      practices or discrimination or under any legislation relating to
      employees.

            


    

     

    
      	
              (ix)  

            	
              The Vendors
      and the Group have paid in full all amounts owing under the Workers’ Compensation
      Act (British Columbia) or comparable Laws elsewhere. Where
      applicable, the workers’ compensation claims experience of the Vendors and
      the Group would not permit a penalty reassessment under any such
      legislation.

            


    

     

    
      	
              (jj)  

            	
              Employee
      Plans.

            


    

     

    
      	
              (i)  

            	
              Except as
      listed in Schedule 3.1(jj), neither the Vendors nor the Group have or are
      subject to any present or future obligation or liability under any
      Employee Plan out of the Ordinary Course.  Schedule 3.1(jj) also
      lists the general policies, procedures and work-related rules in effect
      with respect to Employees, whether written or oral, including but not
      limited to, policies regarding holidays, sick leave, vacation, disability
      and death benefits, termination and severance pay, automobile allowances
      and rights to company-provided automobiles and expense reimbursements.
      Schedule 3.1(jj) describes in reasonable detail any Incentive Plan that
      will not be terminated prior to Closing including, without limitation, the
      name and job title of any person entitled to compensation under such
      Incentive Plan if such compensation may reasonably be expected to be in
      excess of $10,000 per annum. No replacements, changes or amendments to any
      Employee Plan have been promised.  Complete and correct copies
      of all such Employee Plans and all related documents or, where such
      Employee Plans are oral commitments, written summaries of the terms
      thereof, have been provided to the Purchaser prior to the date
      hereof.

            


    

     

    
      	
              (ii)  

            	
              All
      obligations to be performed at or prior to the Closing Date respecting
      each Employee Plan (including, without limitation, those respecting the
      making or payment of contributions or premiums, as applicable) have been
      performed in accordance with the relevant terms of each plan and all Law,
      and no Governmental Charges are owing or eligible under any Employee
      Plan.  All Employee Plans required to be funded are fully
      funded, and the funds in such plans are and have been invested, in
      accordance with the relevant terms of each plan and all Law, and, in the
      case of Pension Plans, if applicable, are fully funded on a going concern
      basis and solvency basis in accordance with generally accepted actuarial
      principles and actuarial methods and assumptions contained in the most
      recent actuarial report of the plan based on actuarial assumptions which
      are appropriate to the applicable employees.  To the knowledge
      of the Vendors and Covenantors, the data respecting each Employee Plan is
      correct and complete in all material respects and is sufficient for the
      proper administration of each Employee Plan.  There has been no
      partial or full wind-up of any Employee Plan and no event has occurred
      which would entitle any Person to partially or fully wind-up, or require
      the partial or full winding-up of, any Employee Plan, or which could
      adversely affect the tax status of any Employee Plan.  No
      changes have occurred (other than general economic or financial market
      changes) since the date of the most recent actuarial report provided to
      the Purchaser in respect of such pension plans which makes such report
      misleading in any material respect.  No funds have been
      withdrawn, and no application to withdraw funds has been made, by the
      Vendors in the Group from any Employee
Plans.

            


    

     

    
      	
              (iii)  

            	
              To the
      knowledge of the Vendors and Covenantors, except for claims provided in
      Schedule 3.1(r), there are no pending claims by any Employee or former
      employee covered under the Employee Plans or by any other person which
      allege a breach of fiduciary duties or violation of Law or which may
      result in liability to the Vendors or the Group and, to the knowledge of
      the Vendors and the Covenantors there is no basis for such a
      claim.  There are no participants or other individuals entitled
      to participate in any Employee Plan other than current or former
      employees, directors or officers of the Vendors or the
      Group.  Except as disclosed in Schedule 3.1(jj), there are no
      Employees or former employees or Contractors of the Vendors or the Group
      who are receiving from the Vendors or the Group any pension or retirement
      payments, or who are entitled to receive any such payments, not covered by
      a Pension Plan to which the Vendors or the Group are a
      party.  No Employee Plan provides benefits to retirees or
      provides for retroactive changes or premium
  increases.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (kk)  

            	
              Insurance.  Schedule
      3.1(kk) contains a true and complete list of all insurance policies
      maintained by the Vendors and/or the Group or under which the Vendors
      and/or the Group are covered in respect of its properties, assets,
      business or personnel, as of the date hereof, including the name of the
      insurer and the risks insured.  Such insurance policies are in
      full force and effect and the Vendors and/or the Group are not in default
      with respect to the payment of any premium or compliance with any of the
      provisions contained in any such insurance policy.  To the
      knowledge of the Vendors and the Covenantors, there are no circumstances
      under which the Vendors and/or the Group would be required to or, in order
      to maintain its coverage, should give any notice to the insurers under any
      such insurance policies, which have not been given.  The Vendors
      and/or the Group have not received notice from any of the insurers
      regarding cancellation of such insurance policies.  The Vendors
      and/or the Group have not failed to present any material claim under any
      such insurance policy in due and timely fashion.  The Vendors
      have no reason to believe that any of the insurance policies listed in
      Schedule 3.1(kk) will not be renewed or will be renewed only as the basis
      of a material increase in premiums.  The Vendors and/or the
      Group have not received notice from any insurer denying or challenging any
      claims made by it or on its behalf.

            


    

     

    
      	
              (ll)  

            	
              Non-Arm’s Length
      Matters.  Except as disclosed in Schedules 3.1(gg),
      3.1(hh) or 3.1(ll), the Vendors and/or the Group are not a party to or
      bound by any Contract with, is not indebted to, and no amount is owing to
      the Vendors and/or the Group by any of the Vendors or any of the Vendors’
      respective Affiliates, or any officers, former officers, directors, former
      directors, shareholders, former shareholders, Employees or former
      employees of the Vendors and/or the Group or any other Person not dealing
      at arm’s length with the Vendors and/or the Group or any of the foregoing,
      except for salaries and other employment compensation payable to Employees
      in the Ordinary Course and at the regular rates payable to them as
      otherwise disclosed herein.  Except as disclosed in Schedule
      3.1(ll), the Vendors and/or the Group have not made or authorized any
      payments to either of the Vendors or any of the Vendors’ respective
      Affiliates, or any officers, former officers, directors, former directors,
      shareholders, former shareholders, Employees or former employees of the
      Vendors and/or the Group or to any other Person not dealing at arm’s
      length with the Vendors and/or the Group or any of the foregoing, except
      for salaries and other employment compensation payable to Employees in the
      Ordinary Course and at the regular rates payable to
  them.

            


    

     

    
      	
              (mm)  

            	
              Government
      Assistance.  Except for the Targeted Wage Subsidies
      Program by Service Canada or as disclosed in writing to the Purchaser
      prior to the date hereof, there are no agreements, loans or other funding
      arrangements and assistance programs (collectively called “Government Assistance
      Programs”) which are outstanding in favour of the Vendors and/or
      the Group from any federal, provincial, state, municipal, local or other
      government or governmental agency, board, commission or authority,
      domestic or foreign (collectively called “Government
      Agencies”).  Complete and correct copies of all documents
      relating to the Government Assistance Programs have been delivered to the
      Purchaser prior to the date hereof.    The Vendors
      and/or the Group have performed all of its obligations under the
      Government Assistance Programs, as applicable and no basis exists for any
      Government Agencies to seek payment or repayment by the Vendors and/or the
      Group of any amount or benefit received thereby under any Government
      Assistance Programs.

            


    

     

    
      	
              (nn)  

            	
              Disclosure.  The
      Vendors and the Covenantors have no knowledge that any representation or
      warranty contained in this Section 3.1 or statement contained in any
      Schedule, certificate, list, summary or other disclosure document
      provided, or to be provided, to the Purchaser pursuant hereto, or in
      connection with the transactions contemplated hereby, contains or will
      contain any untrue statement of a material fact, or omits or will omit to
      state any material fact which is necessary in order to make the statements
      contained therein not misleading.

            


    

     

    
      	
              (oo)  

            	
              Compliance with
      Laws.  The Vendors and the Group are in substantial
      compliance with all Laws, including, without limitation, any order of any
      government, governmental, agency or regulatory authority, domestic or
      foreign.  The Vendors and the Group have complied with all
      applicable laws requiring student fees, or any part thereof, to be held in
      trust.  No such funds are currently held in trust by the Vendors
      or the Group.

            


    

     

    
      	
              (pp)  

            	
              Copies of
      Documents.  Complete and correct copies (including all
      amendments) of all Material Contracts and other documents referred to in
      this Agreement or any Schedule or required to be disclosed hereby have
      been delivered to the Purchaser.

            


    

     

    
      	
              (qq)  

            	
              GST.                  Each
      of the Vendors is a registrant under the provisions of the Excise Tax Act and the
      Vendors will provide the Purchaser their GST Registration Numbers and the
      Purchaser is acquiring the ownership, possession or use under this
      Agreement of all or substantially all of the property that can reasonably
      be regarded as being necessary for the Purchaser to be capable of carrying
      on the purchased Business as a business within the meaning of Section 167
      of the said Act.

            


    

     

    
      	
              (rr)  

            	
              Assumed
      Liabilities.  Except as contemplated in Schedule 3.1(ll),
      the Assumed Liabilities have been incurred in the Ordinary Course in
      dealings with bona fide third parties at market value and have not been
      incurred to or in respect of any Person who is not at arms length to the
      Vendors and/or the Covenantors.

            


    

     

    The above
representations and warranties are true, accurate and correct on the date hereof
and shall be materially true, accurate and correct on the Closing
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.2  

            	
              Representations
      and Warranties of the Purchaser

            


    

     

    The Purchaser
hereby represents and warrants to the Vendors as follows and acknowledges that,
notwithstanding any independent searches or investigations that may be
undertaken by or on behalf of the Vendors and notwithstanding any information or
document provided to the Vendors (unless the applicable representation or
warranty is specifically qualified by reference to such document in this
Agreement), the Vendors are relying upon the accuracy of each of such
representations and warranties in connection with the sale of the Purchased
Assets by the Vendors to the Purchaser and the completion of the other
transactions contemplated hereunder:

     

    
      	
              (a)  

            	
              Corporate Authority and Binding
      Obligation.  The Purchaser is a corporation duly
      incorporated and validly subsisting under the Laws of its jurisdiction of
      incorporation.  The Purchaser has the corporate power and
      capacity to enter into this Agreement, the Escrow Agreement and all other
      agreements or instruments contemplated hereby and thereby and to purchase
      the Purchased Assets from the Vendors in the manner contemplated herein
      and to perform all of its obligations under this Agreement, the Escrow
      Agreement and all other agreements or instruments contemplated herein or
      therein.  The Purchaser and its board of directors has or will
      have taken all necessary or desirable actions, steps and corporate and
      other proceedings to approve or authorize, validly and effectively, the
      entering into, and the execution, delivery and performance of, this
      Agreement, the Escrow Agreement and all other agreements and instruments
      contemplated hereby and thereby and the purchase of the Purchased Assets
      from the Vendors.  This Agreement, the Escrow Agreement and all
      agreements and instruments contemplated herein and therein constitute
      legal, valid and binding obligations of the Purchaser, enforceable against
      it in accordance with the terms hereof and thereof, except as enforcement
      of may be limited by:

            


    

     

    
      	
              (i)  

            	
              bankruptcy,
      insolvency, moratorium, reorganization and other Laws relating to or
      affecting the enforcement of creditors’ rights generally;
    and

            


    

     

    
      	
              (ii)  

            	
              general
      principles of equity, including that equitable remedies, such as the
      remedies of specific performance and injunctive relief, may only be
      granted in the discretion of a
court.

            


    

     

    
      	
              (b)  

            	
              Contractual and Regulatory
      Approvals.  The Purchaser is not under any obligation,
      contractual or otherwise, to request or obtain the consent of any person,
      and no Licenses or Authorizations are required to be obtained by the
      Purchaser in connection with the execution, delivery or performance by the
      Purchaser of this Agreement, the Escrow Agreement or any other agreement
      or instrument contemplated herein or therein or the completion of any of
      the transactions contemplated herein or
therein.

            


    

     

    
      	
              (c)  

            	
              Compliance with Constating
      Documents, Agreements and Laws.  The execution, delivery
      and performance of this Agreement, the Escrow Agreement and each of the
      other agreements or instruments contemplated or referred to herein or
      therein by the Purchaser, and the completion of the transactions
      contemplated hereby and thereby, will not constitute or result in a
      violation or breach of or default
under:

            


    

     

    
      	
              (i)  

            	
              any term or
      provision of any of the articles, by-laws or other constating documents of
      the Purchaser;

            


    

     

    
      	
              (ii)  

            	
              the terms of
      any Contract to which the Purchaser is a party or by which it is bound;
      or

            


    

     

    
      	
              (iii)  

            	
              any term or
      provision of any License or Authorization of the Purchaser or any order of
      any court, governmental authority or regulatory body or any applicable
      Law.

            


    

     

    
      	
              (d)  

            	
              GST.  The
      Purchaser is registered under Part IX of the Excise Tax Act (Canada)
      with registration number 830255212.

            


    

     

    The above
representations and warranties are true, accurate and correct on the date hereof
and shall be materially true, accurate and correct on the Closing
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.3  

            	
              Survival
      of Representations and Warranties

            


    

     

    All representations
and warranties contained in this Agreement, or contained in any document or
certificate given pursuant to or contemplated by this Agreement, will survive
the Closing of the purchase and sale of the Purchased Assets and completion of
any other transactions contemplated herein and remain in full force and effect
subject to the following provisions:

     

    
      	
              (a)  

            	
              no claim
      which is based upon or relates to the tax representations and warranties
      made in Section 3.1(p) may be made or brought after the date which is six
      (6) years following the Closing
Date;

            


    

     

    
      	
              (b)  

            	
              no claim
      which is based upon or relates to title to Purchased Assets may be made or
      brought after the date which is eight (8) years following the Closing
      Date;

            


    

     

    
      	
              (c)  

            	
              no claim
      which is based upon or relates to all other representations or warranties
      other than those referenced in Section 3.3(a) and 3.3(b) may be made or
      brought after the date which is eighteen (18) months following the Closing
      Date; and

            


    

     

    
      	
              (d)  

            	
              any such
      claim as aforesaid shall be made in accordance with the provisions set
      forth in Article 6.

            


    

     

    
      	
              3.4  

            	
              Minority
      Partnerships

            


    

     

    SLD, 3631 and 522
are partners of three partnerships (the “Minority Partnerships”) which
operate under the names:

     

    
      	
              (a)  

            	
              Sprott-Shaw College
      of Business (Surrey) – Minority Partner – 460033 B.C.
  Ltd.;

            


    

     

    
      	
              (b)  

            	
              Sprott-Shaw
      Language Centre – Minority Partner – Nava International Education Inc.
      (“SSLC”);
      and

            


    

     

    
      	
              (c)  

            	
              Sprott-Shaw College
      of Business (Chilliwack) – Minority Partner – D. Fichter Holdings Ltd.
      (“Chilliwack”).

            


    

     

    The Vendors and
Covenantors represent and warrant to the Purchaser that all of the
representations and warranties in Section 3.1 apply mutatis mutandis to the
interest of the Vendors in the Minority Partnerships, except that the
representations and warranties with respect to SSLC are limited to the knowledge
of the Vendors and the Covenantors and Chilliwack does not currently have an
operating campus. The Vendors represent and warrant to the Purchaser that the
Partnership Agreements for the Minority Partnerships and all amendments thereto
have been provided to the Purchaser  and that the Purchased Assets
include the Vendors’ interest in the Minority Partnerships or the Vendor’s
interest in the assets which are used by the Minority Partnerships in
relation to and for the Business.  At the election of the Purchaser,
provided that the Vendors are capable under the terms of the Minority
Partnerships and at law to so assign their interests in such assets used by the
Minority Partnerships, and subject to Minority Partners Rights, the Vendors will
either transfer such assets to the Purchaser or hold such assets in trust for
the Purchaser in accordance with the Trust Agreement.  The Vendors and
the Purchaser will work cooperatively with each other and the Minority Partners
both before and after Closing to effect the foregoing and continued operations
of the businesses of the Minority Partnerships provided that the Vendors shall
not be required to incur any cost to do so.  Until the foregoing is
completed, the Vendors will hold their interest in the Minority Partnerships in
trust for the Purchaser in accordance with the Trust Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE 4 

     

    VENDORS’
OBLIGATIONS PRIOR TO CLOSING

     

    
      	
              4.1  

            	
              Vendors’
      Obligations

            


    

     

    
      	
              (a)  

            	
              The Vendors
      shall provide to the Purchaser all financial and other information on the
      Group and the Vendors attached hereto as Schedule 4.1(a) in order to
      facilitate joint development of a forecast of performance for the Group
      for three years commencing September 1, 2007 and ending August 31, 2010
      and the Vendors and Dean shall use reasonable commercial efforts to assist
      the Purchaser to prepare such
forecast.

            


    

     

    
      	
              (b)  

            	
              On or before
      the date of this Agreement, the Vendors shall
      provide Purchaser with the Group Statements and the Group Interim
      Statements.

            


    

     

    
      	
              (c)  

            	
              The Vendors,
      its Subsidiaries and the Group shall provide to the Purchaser, on request,
      such authorizations for completing due diligence inquiries that are deemed
      appropriate by the Purchaser, acting reasonably.  From the date
      hereof until the Closing:

            


    

     

    
      	
              (i)  

            	
              the Vendors
      shall cause the Group to permit the Purchaser and it representatives
      access to the Leased Premises and all other facilities of the Vendors and
      the Group, provided that the Purchaser and/or its representatives shall
      use reasonable efforts to minimize any disturbance caused by such access;
      and

            


    

     

    
      	
              (ii)  

            	
              the Purchaser
      shall have the right to discuss all financial matters with the accountants
      for the Vendors, the Vendors and/or the Group relating to activities of
      the Group and shall further have access to senior management of the Group
      to discuss key employee agreements and other matters pertinent to this
      purchase.

            


    

     

    
      	
              (d)  

            	
              Prior to the
      Closing Date, the Vendors will use reasonable commercial efforts to assist
      the Purchaser to obtain the Approvals in form and substance satisfactory
      to the Purchaser, acting reasonably, provided that the Purchaser uses
      reasonable commercial efforts in obtaining such
  Approvals.

            


    

     

    
      	
              (e)  

            	
              Prior to the
      Closing Date, the Vendors will use reasonable commercial efforts to assist
      the Purchaser to obtain consents to this transaction from all landlords
      and any other Third Parties (excluding Third Parties to the Partnerships)
      whose consent is required under any Material Contracts in form and
      substance satisfactory to the Purchaser, acting reasonably, provided that
      the Purchaser uses reasonable commercial efforts in obtaining such
      consents.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 5

     

     

    CLOSING

     

    
      	
              5.1  

            	
              Closing

            


    

     

    Closing of this
transaction shall be completed on the Closing Date or if such day is a statutory
holiday or weekend, the next following Business Day.  Subject to the
terms and conditions hereof, the transactions contemplated herein shall be
closed at the Closing Time at the offices of the Purchaser’s Counsel at 2700 –
700 West Georgia Street, Vancouver, British Columbia, Canada, V7Y 1B8, or at
such other place or places or in such other manner as the Parties agree (the
“Closing”).

     

    
      	
              5.2  

            	
              Delivery
      of Documents

            


    

     

    On the Closing
Date, the Vendors shall deliver the following documents, in form and content
satisfactory to the Purchaser’s Counsel, acting reasonably:

     

    
      	
              (a)  

            	
              a general
      conveyance for the Purchased Assets (the “General
      Conveyance”);

            


    

     

    
      	
              (b)  

            	
              an assignment
      of trademarks the “Assignment of
Trademarks”);

            


    

     

    
      	
              (c)  

            	
              certified
      copy of directors resolution of each of the Vendors authorizing this
      transaction and transfer of the Purchased Assets to the
      Purchaser;

            


    

     

    
      	
              (d)  

            	
              certified
      copy of special resolution of each of the Vendors authorizing this
      transaction and transfer of the Purchaser Assets to the
      Purchaser;

            


    

     

    
      	
              (e)  

            	
              certificate
      of Vendors and the Covenantors certifying the truth and correctness at the
      Closing of the representations and warranties of the
      Vendors  and the
Covenantors;

            


    

     

    
      	
              (f)  

            	
              release by
      Sherri to the Purchaser in respect of any and all obligations of the
      Purchaser save and except for the Purchaser’s obligations to Sherri herein
      and in the Non-Competition and Confidentiality Agreement and resignation
      of all positions which she may hold in the
  Group;

            


    

     

    
      	
              (g)  

            	
              an opinion of
      Vendors’ Counsel in a form and content satisfactory to the Purchaser,
      acting reasonably;

            


    

     

    
      	
              (h)  

            	
              an employment
      agreement with Dean in the form attached hereto as Schedule 5.2(h) signed
      by Dean (the “Employment
      Agreement”);

            


    

     

    
      	
              (i)  

            	
              the
      Non-Competition and Confidentiality
Agreement;

            


    

     

    
      	
              (j)  

            	
              the Escrow
      Agreement signed by the Vendors;

            


    

     

    
      	
              (k)  

            	
              the Trust
      Agreement signed by the Vendors;

            


    

     

    
      	
              (l)  

            	
              all of the
      books and records relating to the operations of the Business including
      without limitation financial records, employee files, material contracts,
      suppliers lists, contacts lists for students, faculty and Governmental
      Agencies and all other documentation in all formats including electronic
      in the possession or control of the Vendors relating to the operation of
      the Business but excluding all books and records relating to taxes of the
      Vendors;

            


    

     

    
      	
              (m)  

            	
              physical
      possession of the Leased Premises and keys to the Leased
      Premises;

            


    

     

    
      	
              (n)  

            	
              GST Election
      under Section 167 of the Excise Tax Act executed
      by each of the Vendors and the elections referred to in Section 5.7
      hereof;

            


    

     

    
      	
              (o)  

            	
              documents in
      registrable form changing all companies in the Group and/or controlled by
      the Vendors to a name which does not include “Sprott”, “Shaw”,
      “Sprott-Shaw” or any variation thereof (which the Vendors shall file with
      the Registrar of Companies immediately following
  closing);

            


    

     

    
      	
              (p)  

            	
              comfort
      letter from CIBC that CIBC has no claim or financial interest in the
      Purchased Assets; and

            


    

     

    
      	
              (q)  

            	
              such other
      documentation as the Purchaser’s Counsel reasonably
    requires.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.3  

            	
              Preparation
      of Documents

            


    

     

    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.

     

    
      	
              5.4  

            	
              Deliver
      to Escrow Agent

            


    

     

    On the Closing
Date, the Purchaser will deliver to the Vendor’s Counsel and to the Escrow
Agent  by solicitor’s trust cheques the amounts referred to in Section
2.3.

     

    
      	
              5.5  

            	
              Purchaser’s
      Obligation to Close

            


    

     

    The Purchaser shall
not be obligated to complete the purchase and sale of the Purchased Assets
pursuant to this Agreement unless, on the Closing Date, each of the following
conditions has been satisfied, it being understood that the following conditions
are included for the exclusive benefit of the Purchaser and may be waived, in
whole or in part, in writing by the Purchaser at any time, and the Vendor agrees
with the Purchaser to take all such actions, steps and proceedings as are
reasonably within its control as may be necessary to ensure that the following
conditions are fulfilled at or before the Closing Date:

     

    
      	
              (a)  

            	
              The
      representations and warranties of the Vendors and the Covenantors in
      Section 3.1 shall be true and correct in all material respects at the
      Closing;

            


    

     

    
      	
              (b)  

            	
              The Vendors
      shall have performed and complied with all of the terms and conditions in
      this Agreement on their part to be performed or complied with at or before
      Closing and shall have executed and delivered or caused to have been
      executed and delivered to the Purchaser at the Closing all the documents
      contemplated in Article 5 or elsewhere in this Agreement;
    and

            


    

     

    In case any of the
foregoing conditions shall not be satisfied at the Time of Closing, the
Purchaser may at its option:

     

    
      	
              (i)  

            	
              refuse to
      complete the transactions contemplated herein by notice to the Vendors and
      in such event the Purchaser shall be released from all obligations
      hereunder provided that the Purchaser shall have the right to be
      indemnified in accordance with Article 6 for all Losses if such refusal is
      made due to circumstances referred to in Section 5.5(a) or 5.5(b);
      or

            


    

     

    
      	
              (ii)  

            	
              complete the
      transactions contemplated herein provided that the Purchaser should not
      have waived or be deemed to have waived any rights it may have to be
      indemnified in accordance with Section
6.1(a).

            


    

     

    
      	
              5.6  

            	
              Conditions
      for the Benefit of the Vendors

            


    

     

    The sale by the
Vendors and the purchase by the Purchaser of the Purchased  Assets is
subject to the following conditions, which are for the exclusive benefit of the
Vendors and which are to be performed or complied with at or prior to the Time
of Closing:

     

    
      	
              (a)  

            	
              the
      representations and warranties of the Purchaser set forth in Section 3.2
      will be true and correct in all material respects;
  and

            


    

     

    
      	
              (b)  

            	
              the Purchaser
      will have performed or complied with all of the obligations and covenants
      and conditions of this Agreement to be performed or complied with by the
      Purchaser at or  before Closing and shall have executed and
      delivered or caused to have been executed and delivered to the Vendors at
      the Closing all documentation and opinions as the Vendors’ Counsel
      reasonably requires.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.7  

            	
              Elections

            


    

     

    
      	
              (a)  

            	
              Except as may
      be required under the Excise Tax Act, the
      Purchaser shall not be obliged to pay GST to the Vendors provided that the
      Purchaser is registered under the Excise Tax Act and
      executes and properly files, on a timely basis, the pertinent election
      with all required Governmental
Agencies.

            


    

     

    
      	
              (b)  

            	
              The Vendors
      and the Purchaser will execute and file, on a timely basis and using the
      prescribed form, a joint election under Section 22 of the ITA as to the
      sale of the accounts receivable of the Vendors to be purchased under this
      Agreement, and prepare their respective tax returns in a manner consistent
      with such joint election.  For purposes of such joint election,
      the elected amount in respect of the accounts receivable will be
      consistent with the Purchase Price allocation as determined pursuant to
      Section 2.3 with respect to the accounts
  receivable.

            


    

     

    
      	
              (c)  

            	
              The Vendors
      and the Purchaser will execute and file, on at timely basis and using any
      prescribed form, a joint election under subsection 20(24) of the ITA as to
      the assumption of prepaid obligations of the Vendors as determined
      pursuant to Section 2.3, and prepare their respective tax returns in a
      manner consistent with such joint
election.

            


    

     

    
      	
              5.8  

            	
              Provincial
      Sales Tax

            


    

     

    Subject to Section
5.7, the Purchaser covenants and agrees to pay all transfer, sales, goods or
services, social services or other similar taxes or duties with respect to the
sale of the Purchased Assets, including paying to the Minister of Finance of
British Columbia provincial sales tax in respect of this purchase within the
time period required under the Social Service Tax
Act.

     

    
      	
              5.9  

            	
              Vendors’
      and Dean’s Cooperation Following
Closing

            


    

     

    The Vendors and
Dean covenant and agree to use all reasonable commercial efforts following
Closing to assist the Purchaser to:

     

    
      	
              (a)  

            	
              to apply for
      new Approvals and accreditations referred to
  herein;

            


    

     

    
      	
              (b)  

            	
              to complete
      arrangements with the Minority Partners as contemplated in Section
      3.4;

            


    

     

    
      	
              (c)  

            	
              to obtain
      consent from the Landlords of the Leased Premises to the assignment of the
      Leases; and

            


    

     

    
      	
              (d)  

            	
              to obtain all
      other consents and approvals contemplated herein to transfer the Business
      to the Purchaser;,

            


    

     

    
      	 	
              provided that
      none of the Vendors nor Dean shall be required to incur any costs to do so
      and the Purchaser shall indemnify the Vendors and Dean from all Losses
      related thereto.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 6

     

    INDEMNIFICATION

     

    
      	
              6.1  

            	
              Indemnity

            


    

     

    
      	
              (a)  

            	
              If the
      Closing shall occur, and subject to the provisions of this Article 6, the
      Vendors and the Covenantors hereby agree, jointly and severally, to
      indemnify and save the Purchaser harmless from and against all Losses
      incurred by the Purchaser as a result
of:

            


    

     

    
      	
              (i)  

            	
              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

            


    

     

    
      	
              (ii)  

            	
              any
      misrepresentation, inaccuracy, incorrectness or breach of any
      representation or warranty made by the Vendors contained in this Agreement
      or contained in any document or certificate given in order to carry out
      the transactions contemplated hereby except that the Vendors 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 in accordance with Section 6.2 on or prior to the expiration
      of the survival period for that representation and warranty set out in
      Section 3.3.

            


    

     

    
      	
              (b)  

            	
              If the
      Closing shall occur, and subject to the provisions of this Article 6, the
      Purchaser hereby agrees, jointly and severally, to indemnify and save the
      Vendors harmless from and against all Losses incurred by the Vendors as a
      result of:

            


    

     

    
      	
              (i)  

            	
              any
      non-performance or non-fulfillment of any covenant or agreement on the
      part of the Purchaser 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;

            


    

     

    
      	
              (ii)  

            	
              any claim
      made against the Vendors, the Group or any Person forming part of the
      Group, by any Employee or
Contractor;

            


    

     

    
      	
              (iii)  

            	
              any non
      performance or non fulfillment of any covenant or agreement on the part of
      the Purchaser contained in the Trust Agreement or in any document executed
      pursuant to, or contemplated by, the Trust
  Agreement;

            


    

     

    
      	
              (iv)  

            	
              the Minority
      Partners Rights; and

            


    

     

    
      	
              (v)  

            	
              any
      misrepresentation, inaccuracy, incorrectness or breach of any
      representation or warranty made by the Purchaser contained in this
      Agreement or contained in any document or certificate given in order to
      carry out the transactions contemplated hereby except that the Purchaser
      shall not be required to indemnify or save harmless the Vendors in respect
      of any such failure unless the Vendors shall have provided notice thereof
      to the Purchaser in accordance with Section 6.2 on or prior to the
      expiration of the survival period for that representation and warranty set
      out in Section 3.3.

            


    

     

    
      	
              (c)  

            	
              The Vendors
      shall not be required to indemnify the Purchaser, and neither the
      Purchaser shall be entitled to recover from the Vendors, any amount for
      any claims described in Section 6.1(a) until and unless the amount which
      the Purchaser and the Guarantor are entitled to recover in respect of the
      Losses exceeds, in the aggregate, an amount equal to $100,000 (the “Deductible”), but if in
      excess of such amount, then for the entire amount of such Losses without
      deduction.

            


    

     

    
      	
              (d)  

            	
              The maximum
      aggregate amount recoverable by the Purchaser, in respect of all Losses
      incurred by the Purchaser against Sherri and SLD together shall be an
      amount equal to 25% of the portion of the Purchase Price received by SLD
      under this Agreement and in no event shall Sherri or SLD, either
      individually or together, be liable for any Losses in excess of such
      amount.

            


    

     

    
      	
              (e)  

            	
              The maximum
      aggregate amount recoverable by the Purchaser, in respect of all Losses
      incurred by the Purchaser against Dean and 3631 together shall be an
      amount equal to 50% of the portion of the Purchase Price received by 3631
      under this Agreement and in no event shall Dean or 3631, either
      individually or together, be liable for any Losses in excess of such
      amount.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2  

            	
              Procedures
      Relating to Indemnity Claims

            


    

     

    The following
procedures shall apply to claims for indemnification under this Article
6:

     

    
      	
              (a)  

            	
              In the event
      that a Party shall incur or suffer any Losses (or shall reasonably
      anticipate that it shall suffer any Losses), in respect of which
      indemnification may be sought by such Party (an “Indemnified Party”)
      pursuant to the provisions of this Article 6 from the other Party (each,
      an “Indemnifying
      Party”), the Indemnified Party shall promptly submit to the
      Indemnifying Party an Indemnification Notice stating the nature and basis
      of such claim including, to the extent it is then known, a description in
      reasonable detail of the facts giving rise to the claim for
      indemnification hereunder and (if known) the amount or the method of
      computation of the amount of such claim, and a reference to the provisions
      of this Agreement upon which such claim is based; provided, however, that
      the failure of the Indemnified Party to give the Indemnification Notice
      promptly shall not relieve the Indemnifying Party of any liability that
      the Indemnifying Party may have to the Indemnified Party, except to the
      extent that the Indemnifying Party is prejudiced thereby.  In
      the case of Losses arising by reason of any third party claim, the
      Indemnification Notice shall be given within 14 days after receipt by the
      Indemnified Party of the filing or other written assertion of any such
      claim against the Indemnified Party, but the failure of the Indemnified
      Party to give the Indemnification Notice within such time period shall not
      relieve the Indemnifying Party of any liability that the Indemnifying
      Party may have to the Indemnified Party, except to the extent that the
      Indemnifying Party is prejudiced thereby.  Thereafter, the
      Indemnified Party shall deliver to the Indemnifying Party, within seven
      calendar days after the Indemnified Party’s receipt thereof, copies of all
      notices and documents (including court papers) received by the Indemnified
      Party relating to the third party
claim.

            


    

     

    
      	
              (b)  

            	
              The
      Indemnified Party shall provide to the Indemnifying Party on request all
      reasonable information and documentation in the Indemnified Party’s
      possession:

            


    

     

    
      	
              (i)  

            	
              that is not
      privileged and is reasonably necessary;
and

            


    

     

    
      	
              (ii)  

            	
              that is
      critical (whether or not
privileged),

            


    

     

    
      	
              (iii)  

            	
              in each case,
      to support and verify any Losses which the Indemnified Party believes give
      rise to a claim for indemnification hereunder and shall give the
      Indemnifying Party reasonable access to all books, records and personnel
      in the possession or under the control of the Indemnified Party which
      would have bearing on such claim.

            


    

     

    
      	
              (c)  

            	
              In the case
      of third party claims with respect to which an Indemnification Notice is
      given, the Indemnifying Party shall have the option, at its own
      expense:

            


    

     

    
      	
              (i)  

            	
              to conduct
      any proceedings or negotiations in connection
  therewith;

            


    

     

    
      	
              (ii)  

            	
              to take all
      other steps to settle or defend any such claim;
  and

            


    

     

    
      	
              (iii)  

            	
              to employ
      counsel of the Indemnifying Party’s choosing and approved by the
      Indemnified Party, acting reasonably, to contest any such claim in the
      name of the Indemnified Party or
otherwise.

            


    

     

    
      	
              (d)  

            	
              The
      Indemnifying Party may not compromise or settle any claim without the
      Indemnified Party’s prior written consent, which may not be unreasonably
      withheld or delayed.  Should the Indemnifying Party provide
      written notice of its desire to settle any third party claim but the
      Indemnified Party does not provide written consent within a reasonable
      period of time, the Indemnified Party shall be responsible for any
      incremental costs and expenses incurred beyond the proposed settlement
      amount.  The Indemnified Party shall be entitled to participate
      at its own expense and by its own counsel in any proceedings relating to
      any third party claim and the Indemnified Party shall be entitled to
      participate with counsel of its own choice at the expense of the
      Indemnifying Party if, on the written advice of legal counsel,
      representation of both Parties by the same counsel presents a conflict of
      interest or is otherwise inappropriate under applicable standards of
      professional conduct, provided that in no event shall the Indemnifying
      Party be responsible for the expense of more than one set of such counsel
      in all events.  The Indemnifying Party shall, within 20 days of
      receipt of the Indemnification Notice, notify the Indemnified Party of its
      intention to assume the defense of any such claim.  Until the
      Indemnified Party has received notice of the Indemnifying Party’s
      intention to defend any such claim, the Indemnified Party shall take
      reasonable steps to defend (but may not settle) such
      claim. 

            


    

     

    
      	
              (e)  

            	
              If the
      Indemnifying Party shall decline to assume the defense of any claim, or
      shall fail to notify the Indemnified Party within 20 days after receipt of
      the Indemnification Notice of the Indemnifying Party’s election to defend
      such claim or fails to diligently defend such claim after electing to
      assume conduct, the Indemnified Party, at its discretion, may assume
      carriage of the settlement or of any legal, administrative or other
      proceedings relating to the third party claim and may defend or settle the
      third party claim on such terms as the Indemnified Party, acting in good
      faith, considers advisable and any Loss suffered by the Indemnified Party
      in the settlement of such third party claim or the conduct of any legal,
      administrative or other proceedings shall be added to the amount of the
      indemnity claim. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (f)  

            	
              If a claim
      relates to an alleged liability of the Vendors and/or Group to any other
      Person including without limitation any governmental or regulatory body or
      any taxing authority, which is of a nature such that the Vendors and/or
      Group are required by Law to make a payment to a third party before the
      relevant procedure for challenging the existence or quantum of the alleged
      liability can be implemented or completed, then the Purchaser or the
      Vendors and/or Group may, notwithstanding the provisions of paragraphs
      (a), (b), (c), (d)(b) and (e) of this Section 6.2, make such payment and
      forthwith demand reimbursement for such payment from the Vendors in
      accordance with this Agreement; provided that, if the alleged third party
      claim, as finally determined upon completion of settlement negotiations or
      related legal proceedings, is less than the amount which is paid by the
      Vendors in respect of the related claim, then the Vendors and/or Group or
      the Purchaser, as the case may be, shall, forthwith following such final
      determination, pay to the Vendors the amount by which the amount of the
      liability as finally determined is less than the amount which was so paid
      by the Vendors.

            


    

     

    
      	
              6.3  

            	
              Right
      to Contest

            


    

     

    Nothing in this
Article 6 shall be construed as a limitation on the Indemnifying Party’s right
to contest in good faith whether the Indemnified Party is entitled to
indemnification pursuant to this Article 6 with respect to a particular
claim.

     

    
      	
              6.4  

            	
              Exclusive
      Remedy

            


    

     

    Save and except for
a Party’s right, if any, to claim equitable relief before a court of competent
jurisdiction other than for a breach of representation or warranty contained in
Section 3.1 of this Agreement, from and after the completion of the sale and
purchase of the Purchased Assets herein contemplated, the rights of
indemnity set forth in this Agreement  are the sole and exclusive
remedies of each Party in respect of any inaccuracy or misrepresentation in any
representation or warranty, or breach of covenant or other obligation by another
Party under this Agreement.

     

    
      	
              6.5  

            	
              Calculation
      and Adjustments

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      anything contained herein to the contrary, the amount of any Losses
      incurred or suffered by an Indemnified Party shall be calculated after
      giving effect to:

            


    

     

    
      	
              (i)  

            	
              any insurance
      proceeds received by or otherwise payable to the Indemnified Party (or any
      of its Affiliates) with respect to such Losses (collectively, “Insurance Benefits”);
      and

            


    

     

    
      	
              (ii)  

            	
              any
      recoveries obtained by the Indemnified Party (or any of its Affiliates)
      from any party other than the Indemnifying
  Party.

            


    

     

    
      	
              (b)  

            	
              The Purchaser
      agrees to maintain the insurance coverage that a prudent operator of a
      business similar to the Business would maintain following
      Closing.  Each Indemnified Party shall exercise commercially
      reasonable efforts to obtain such proceeds, benefits and
      recoveries.  If any such proceeds, benefits or recoveries are
      received by an Indemnified Party (or any of its Affiliates) with respect
      to any Losses after an Indemnifying Party has made a payment to the
      Indemnified Party with respect thereto, the Indemnified Party (or such
      Affiliate) shall pay to the Indemnifying Party the amount of such
      proceeds, benefits or recoveries (up to the amount of the Indemnifying
      Party’s payment).

            


    

     

    Any amounts payable
under this Article 6 (other than interest) shall be treated as an adjustment to
the Purchase Price.

     

    
      	
              6.6  

            	
              Subrogation

            


    

     

    Upon making any
payment to an Indemnified Party in respect of any Losses, the Indemnifying Party
shall, to the extent of such payment, be subrogated to all rights of the
Indemnified Party (and its Affiliates) against any third party in respect of the
Losses to which such payment relates.  Such Indemnified Party (and its
Affiliates) and Indemnifying Party shall execute upon request all instruments
reasonably necessary to evidence or further perfect such subrogation
rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6.7  

            	
              Mitigation

            


    

     

    The Indemnified
Party shall use commercially reasonable efforts to mitigate any Losses in
respect of which indemnification under this Agreement or any other document or
agreement contemplated hereby may be sought.

     

    
      	
              6.8  

            	
              Limitations
      on Indemnity

            


    

     

    
      	
              (a)  

            	
              In no event shall
      the Vendors or the Covenantors be required to indemnify the Purchaser, and
      the Vendors and the Covenantors shall not have any liability to the
      Purchaser:

            


    

     

    
      	
              (i)  

            	
              for any Loss
      or matter to the extent resulting from a change in Laws that becomes
      effective after the Closing Date;
or

            


    

     

    
      	
              (ii)  

            	
              for any Loss
      or matter to the extent arising from any material change in the accounting
      policies or practices of the Vendors or the Group after the
      Closing.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      anything contained herein to the contrary, neither the Vendors nor the
      Covenantors shall have any liability for a breach of or inaccuracy in any
      representation or warranty if the Purchaser had knowledge, at or before
      the Time of Closing, of the facts as a result of which such
      representation or warranty was materially breached or materially
      inaccurate.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE 7 

     

     

    ARBITRATION

     

    
      	
              7.1  

            	
              Reasonable
      Commercial Efforts to Settle
Disputes.

            


    

     

    If any controversy,
dispute, claim, question or difference (a “Dispute”) arises with respect
to this Agreement or its performance, enforcement, breach, termination or
validity, the Parties shall use all reasonable commercial efforts to settle the
Dispute.  To this end, they shall consult and negotiate with each
other in good faith and understanding of their mutual interests to reach a just
and equitable solution satisfactory to all Parties.

     

    
      	
              7.2  

            	
              Arbitration.

            


    

     

    Except as is
expressly provided in this Agreement, if the Parties do not reach a solution
pursuant to Section 7.1 within a period of 15 Business Days following the first
notice of the Dispute by any Party to the others, then upon written notice by
any Party to the others, the Dispute shall be finally settled by arbitration in
accordance with the provisions of the Commercial Arbitration Act
(British Columbia) (the “CAA”), as amended or replaced based
upon the following:

     

    
      	
              (a)  

            	
              the
      arbitration tribunal shall consist of one arbitrator appointed by mutual
      agreement of the Parties, or in the event of failure to agree within 10
      Business Days following delivery of the written notice to arbitrate, any
      Party may apply to a judge of the Supreme Court of British Columbia to
      appoint an arbitrator.  The arbitrator shall be qualified by
      education and training to pass upon the particular matter to be
      decided;

            


    

     

    
      	
              (b)  

            	
              the
      arbitrator shall be instructed that time is of the essence in the
      arbitration proceeding and, in any event, the arbitration award must be
      made within 30 days of the appointment of the
  arbitrator;

            


    

     

    
      	
              (c)  

            	
              after written
      notice is given to refer any Dispute to arbitration, the Parties will meet
      within 15 Business Days of delivery of the notice to arbitrate and will
      negotiate in good faith to agree upon the rules and procedures for the
      arbitration, in an effort to expedite the process and otherwise ensure
      that the process is appropriate given the nature of the Dispute and the
      values at risk, failing which, the rules and procedures for the
      arbitration shall be determined by the
  arbitrator;

            


    

     

    
      	
              (d)  

            	
              the
      arbitration shall take place in Vancouver, British
    Columbia;

            


    

     

    
      	
              (e)  

            	
              except as
      otherwise provided in this Agreement or otherwise decided by the
      arbitrator, the fees and other costs associated with the arbitrator shall
      be shared equally by the Purchaser on the one hand and the Vendors on the
      other hand and each Party shall be responsible for its own
      costs;

            


    

     

    
      	
              (f)  

            	
              the
      arbitration award shall be given in writing shall provide reasons for the
      decision, and shall be final and binding on the Parties, not subject to
      any appeal except under Section 31 of the CAA, and shall deal with the
      question of costs of arbitration and all related
  matters;

            


    

     

    
      	
              (g)  

            	
              judgment upon
      any award may be entered in any Court having jurisdiction or application
      may be made to the Court for a judicial recognition of the award or an
      order of enforcement, as the case may
be;

            


    

     

    
      	
              (h)  

            	
              all Disputes
      referred to arbitration (including without limitation the scope of the
      agreement to arbitrate, any statute of limitations, conflict of laws
      rules, tort claims and interest claims) shall be governed by the
      substantive Law of British Columbia and the federal laws of Canada
      applicable therein; and

            


    

     

    
      	
              (i)  

            	
              the Parties
      agree that the arbitration shall be kept confidential and that the
      existence of the proceeding and any element of it (including any
      pleadings, briefs or other documents submitted or exchanged, any testimony
      or other oral submissions and any awards) shall not be disclosed beyond
      the arbitrator, the Parties, their counsel and any person necessary to the
      conduct of the proceeding, except as may lawfully be required in judicial
      proceedings relating to the arbitration or
  otherwise.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE 8

     

    GENERAL
PROVISIONS

     

    
      	
              8.1  

            	
              Public
      Disclosure

            


    

     

    Except as may be
required by Law, no public disclosure of the transactions or terms contemplated
hereby will be made by any Party hereto without the prior consent of the
others.

     

    
      	
              8.2  

            	
              Further
      Assurances

            


    

     

    Each of the Vendors
and the Purchaser hereby covenants and agrees that at any time and from time to
time after the Closing Date it will, at its expense and upon the request of the
other, do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered all such further acts, deeds, assignments, transfers,
conveyances and assurances as may be required for the better carrying out and
performance of all the terms of this Agreement.

     

    
      	
              8.3  

            	
              Remedies
      Cumulative

            


    

     

    The rights and
remedies of the parties under this Agreement are cumulative and in addition and
without prejudice to and not in substitution for any rights or remedies provided
by Law.  Any single or partial exercise by any party hereto of any
right or remedy for default or breach of any term, covenant or condition of this
Agreement does not waive, alter, affect or prejudice any other right or remedy
to which such party may be lawfully entitled for the same default or
breach.

     

    
      	
              8.4  

            	
              Notices

            


    

     

    
      	
              (a)  

            	
              Any notice,
      designation, communication, request, demand or other document, required or
      permitted to be given or sent or delivered hereunder to any party hereto
      shall be in writing and shall be sufficiently given or sent or delivered
      if it is:

            


    

     

    
      	
              (i)  

            	
              delivered
      personally to such party or to an officer or director of such
      party;

            


    

     

    
      	
              (ii)  

            	
              sent to the
      party entitled to receive it by registered mail, postage prepaid, mailed
      in Canada; or

            


    

     

    
      	
              (iii)  

            	
              if to the
      Purchaser, Purchaser’s Counsel or Vendors’ Counsel sent by
      facsimile.

            


    

     

    
      	
              (b)  

            	
              Notices shall
      be sent to the following addresses or facsimile
  numbers:

            


    

     

    
      	
              (i)  

            	
                To
      the Purchaser or CIBT:

            


    

     

                          
1200 - 777 West Broadway

     

    Vancouver British Columbia, V5Z
4J7

     

                           
Attention:  Mr. Toby Chu

     

    Facsimile: (604) 871-9919

     

                          
 with a copy to:

     

                           
Alexander Holburn Beaudin & Lang LLP

     

    P.O. Box 10057, Pacific Centre

     

    Suite 2700, 700 West Georgia
Street

     

    Vancouver, British Columbia, V7Y
1B8

     

                          
 Attention:  Mr. Ray Schachter

     

    Facsimile: (604) 669-7642

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (ii)  

            	
                To
      the Vendors or the Covenantors:

            


    

     

                           
757 Capital Court

     

    Port Coquitlam, British Columbia, V3C
6E4

     

                           
Facsimile: (604) 944-4016

     

                           
with a copy to:

     

                           
McCarthy Tétrault LLP

     

    Barristers and Solicitors

     

    PO Box 10424, Suite 1300

     

    777 Dunsmuir Street

     

    Vancouver, British Columbia, V7Y
1K2

     

                           
Attention:  Mr. Ted Koffman

     

    Facsimile: (604) 622-5707

     

    
      	 	
              or to such
      other address or facsimile number as the party entitled to or receiving
      such notice, designation, communication, request, demand or other document
      shall, by a notice given in accordance with this Section, have
      communicated to the party giving or sending or delivering such notice,
      designation, communication, request, demand or other
    document.

            


    

     

    
      	
              (c)  

            	
              Any notice,
      designation, communication, request, demand or other document given or
      sent or delivered as aforesaid
shall:

            


    

     

    
      	
              (i)  

            	
              if delivered
      as aforesaid, be deemed to have been given, sent, delivered and received
      on the date of delivery;

            


    

     

    
      	
              (ii)  

            	
              if sent by
      mail as aforesaid, be deemed to have been given, sent, delivered and
      received on the fourth Business Day following the date of mailing, unless
      at any time between the date of mailing and the fourth Business Day
      thereafter there is a discontinuance or interruption of regular postal
      service, whether due to strike or lockout or work slowdown, affecting
      postal service at the point of dispatch or delivery or any intermediate
      point, in which case the same shall be deemed to have been given, sent,
      delivered and received in the ordinary course of the mails, allowing for
      such discontinuance or interruption of regular postal service;
      and

            


    

     

    
      	
              (iii)  

            	
              if sent by
      facsimile, be deemed to have been given, sent, delivered and received on
      the Business Day following the date the sender receives the confirmation
      of transmission.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.5  

            	
              Counterparts

            


    

     

    This Agreement may
be executed in several counterparts and by facsimile, each of which so executed
shall be deemed to be an original and such counterparts together shall
constitute one and the same instrument.  The transmission by facsimile
of a copy of the execution page hereof reflecting the execution of this
Agreement by any Party hereto shall be effective as to evidence that Party’s
intention to be bound by this Agreement and that Party’s agreement to the terms
and provisions and conditions hereof, all without the necessity of having to
produce an original copy of such execution page.

     

    
      	
              8.6  

            	
              Legal
      and Other Professional Fees

            


    

     

    Each of the Parties
shall be responsible for all expenses, including their respective legal,
accounting, broker and other professional fees, in connection with the
transactions contemplated hereby.

     

    
      	
              8.7  

            	
              Assignment

            


    

     

    The rights of the
Vendors hereunder shall not be assignable without the prior written consent of
the Purchaser.  The rights of the Purchaser hereunder shall not be
assignable without the prior written consent of the Vendors.

     

    
      	
              8.8  

            	
              Personal
      Data

            


    

     

    In respect of any
Personal Data, the Purchaser covenants and acknowledges:

     

    
      	
              (a)  

            	
              prior to the
      Closing, to use the Personal Data solely for purposes relating to the
      transactions contemplated by this Agreement;
and

            


    

     

    
      	
              (b)  

            	
              to the extent
      required by applicable Laws, any Person whose Personal Data has been
      disclosed to the Purchaser will be notified by the Purchaser that the
      transactions contemplated by this Agreement have taken place and that such
      Personal Data was disclosed to the Purchaser as a consequent of such
      transactions.

            


    

     

    
      	
              8.9  

            	
              Successors
      and Assigns

            


    

     

    This Agreement
shall be binding upon and enure to the benefit of the parties hereto and their
respective legal representatives, heirs, successors and permitted
assigns.  Nothing herein, express or implied, is intended to confer
upon any person, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

     

    
      	
              8.10  

            	
              Entire
      Agreement

            


    

     

    This Agreement,
including the Schedules, Escrow Agreement and the Non-Competition and
Confidentiality Agreements constitute the entire agreement between the parties
hereto and supersede all prior agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether oral
or written, express or implied, with respect to the subject matter hereof,
including, without limitation, the Letter of Intent, as amended or extended to
the date hereof.  There are no warranties, conditions or
representations (including any that may be implied by statute) and there are no
agreements in connection with such subject matter except as specifically set
forth or referred to in this Agreement.  No reliance is placed on any
warranty, representation, opinion, advice or assertion of fact made either prior
to, contemporaneous with, or after entering into this Agreement, or any
amendment or supplement thereto, by any party to this Agreement or its
directors, officers, employees or agents, to any other party to this Agreement
or its directors, officers employees or agents, except to the extent that the
same has been reduced to writing and included as a term of this Agreement, and
none of the parties to this Agreement has been induced to enter into this
Agreement or any amendment or supplement by reason of any such warranty,
representation, opinion, advice or assertion of fact.  Accordingly,
there shall be no liability, either in tort or in contract, assessed in
relation to any such warranty, representation, opinion, advice or assertion of
fact, except to the extent contemplated above.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.11  

            	
              Waiver

            


    

     

    Any party hereto
which is entitled to the benefits of this Agreement may, and has the right to,
waive any term or condition hereof at any time on or prior to the Closing Time;
provided however, that such waiver shall be evidenced by written instrument duly
executed and delivered on behalf of such party.  No waiver of any
provision of this Agreement shall constitute a waiver of any other provision nor
shall any waiver of any provision of this Agreement constitute a continuing
waiver unless otherwise expressly provided.

     

    
      	
              8.12  

            	
              Amendments

            


    

     

    No modification or
amendment to this Agreement may be made unless agreed to by the parties hereto
in writing.

     

    
      	
              8.13  

            	
              Survival

            


    

     

    Except as otherwise
specified in this Agreement, each party hereby agrees that all provisions of
this Agreement shall not merge on, and shall survive, the execution and delivery
of this Agreement and the completion of the transactions contemplated
hereby.

     

    
      	
              8.14  

            	
              Guarantee
      by CIBT

            


    

     

    CIBT
unconditionally and irrevocably guarantees to the Vendors, as an absolute and
continuing guarantee, the due and prompt performance and observance by the
Purchaser at the times and in the manner set out in this Agreement of all of the
covenants, conditions, agreements, obligations, stipulations and provisos in
this Agreement, the Employment Agreement and the Trust Agreement on the part of
the Purchaser to be performed or observed.

     

    [THE
NEXT PAGE IS THE SIGNATURE PAGE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULES

     

    Attached are the
schedules (the “Schedules”) to the Asset Purchase Agreement between Sprott-Shaw
Degree College Corp., S.L.D. Enterprises Inc., 3631 Investments Ltd., 0522645
B.C. Ltd., CCS – The Career Coaching Centre Inc., Dean Duperron, Sherri Duperron
and CIBT Education Group Inc.  dated December 17, 2007 (the
“Agreement”).

     

    The disclosures
contained in the Schedules are not to be taken as an admission that any of the
matters are called for disclosure within the terms of the
Agreement.

     

    For the sake of
convenience and reference only, in certain instances the Schedules contain cross
references to other Schedules.

     

    


     

    


     

    


     

    SCHEDULE
1.1(dd)

     

    ESCROW
AGREEMENT

     

    See
attached.

     

    SCHEDULE
1.1(fff)

     

    MAE
COURSES

     

    See attached
Sprott-Shaw course calendar 2007

     

    


     

    SCHEDULE
1.1(ggg)

    MAE
DEGREES

     

    Bachelor of
Business Administration (Human Resource Management and Marketing).

     

    SCHEDULE
1.1(mmm)

     

    NEGATIVE
WORKING CAPITAL CALCULATION

     

    


     

    See attached
example calculation, which is based on the numbers as of August 31,
2007.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    SCHEDULE
1.1(qqq)

    PARTNERSHIPS

    


     

    Partnership
Agreements

     

    
      	
              1.  

            	
              Partnership
      Agreement (Calgary) dated August 1,
2003

            


    

     

    
      	
              2.  

            	
              Partnership
      Agreement (Burnaby) dated August 19,
2004

            


    

     

    
      	
              3.  

            	
              Partnership
      Agreement (Courtenay) dated April 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              4.  

            	
              Partnership
      Agreement (Chilliwack) dated September 8, 1992, as amended August 28, 2004
      and August 25, 2005, respectively

            


    

     

    
      	
              5.  

            	
              Partnership
      Agreement (Delta) dated July 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              6.  

            	
              Partnership
      Agreement (Duncan) dated September 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              7.  

            	
              Partnership
      Agreement (East Vancouver) dated May 1, 2001, as amended August 24, 2004
      and August 25, 2005, respectively

            


    

     

    
      	
              8.  

            	
              Partnership
      Interest Purchase Agreement (East Vancouver) dated September 18,
      2007

            


    

     

    
      	
              9.  

            	
              Partnership
      Agreement (Kamloops) dated September 1, 2001, as amended August 28,
      2004

            


    

     

    
      	
              10.  

            	
              Partnership
      Agreement (Kelowna) dated September 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              11.  

            	
              Partnership
      Agreement (Langley) dated October 1, 2001, as amended August 28,
      2004

            


    

     

    
      	
              12.  

            	
              Partnership
      Agreement (Language Centre) dated July 6, 2004, as amended August 28, 2004
      and August 25, 2005, respectively

            


    

     

    
      	
              13.  

            	
              Partnership
      Agreement (Maple Ridge) dated July 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              14.  

            	
              Partnership
      Agreement (Nanaimo) dated September 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              15.  

            	
              Partnership
      Agreement (New Westminster) dated December 1, 1993, as amended August 28,
      2004

            


    

     

    
      	
              16.  

            	
              Partnership
      Agreement (Penticton) dated September 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              17.  

            	
              Partnership
      Agreement (Prince George) dated August 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              18.  

            	
              Partnership
      Agreement (Saanich) dated June 1, 2002, as amended August 28,
      2004

            


    

     

    
      	
              19.  

            	
              Partnership
      Agreement (Surrey) dated January 1, 1994, as amended August 28, 2004 and
      August 25, 2005, respectively

            


    

     

    
      	
              20.  

            	
              Partnership
      Agreement (Vancouver) dated September 30, 1991, as amended August 28,
      2004

            


    

     

    
      	
              21.  

            	
              Partnership
      Agreement (Vernon) dated October 1, 2001, as amended August 28,
      2004

            


    

     

    
      	
              22.  

            	
              Partnership
      Agreement (Victoria) dated July 15, 1996, as amended August 28,
      2004

            


    

     

    
      	
              23.  

            	
              Partnership
      Agreement (Cranbrook) dated December 1,
2004

            


    

     

    
      	
              24.  

            	
              Partnership
      Agreement (Pitman Vancouver) dated December 1,
  2004

            


    

     

    
      	
              25.  

            	
              Partnership
      Agreement (Edmonton) dated May 1,
2005

            


    

     

    
      	
              26.  

            	
              Partnership
      Agreement (Pitman Victoria) dated August 15,
  2005

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1.1(ttt)

    PCTIA
COURSES

    


     

    See
attached.

     

    


     

    SCHEDULE
1.1(uuu)

    PERMITTED
ENCUMBRANCES

     

    
      	
              (a)  

            	
              Encumbrances
      arising in the Ordinary Course or by operation of law or other
      Encumbrances arising under sales contracts with title retention provisions
      or equipment leases with third parties entered into the Ordinary
      Course.

            


    

     

    
      	
              (b)  

            	
              The Minority
      Partners Rights.

            


    

     

    
      	
              (c)  

            	
              Registrations
      made by CIBC against the assets of the Vendors and the Group in the
      British Columbia personal property registry and the equivalent thereof in
      Alberta.

            


    

     

    


     

    SCHEDULE
1.1(yyy)

    PURCHASED
ASSETS

     

    All assets used in
connection with the Business including without limitation:

     

    
      	
              (a)  

            	
              accounts
      receivable;

            


    

     

    
      	
              (b)  

            	
              inventories;

            


    

     

    
      	
              (c)  

            	
              prepaid
      expenses;

            


    

     

    
      	
              (d)  

            	
              material
      contracts;

            


    

     

    
      	
              (e)  

            	
              IP
      Assets;

            


    

     

    
      	
              (f)  

            	
              deposits;

            


    

     

    
      	
              (g)  

            	
              property and
      equipment, including property and equipment included under capital leases;
      and

            


    

     

    
      	
              (h)  

            	
              goodwill of
      the Business including without limitation the goodwill associated with all
      licenses, approvals and accreditations referred to in this
      Agreement,

            


    

     

    but excluding all
cash and cash equivalents, insurance policies, the Retiring Partners Settlement
Agreements listed in Schedule 3.1(ee) and mortgage contemplated therein and all
shares of First Place Services Ltd. and Repay Financial Management Inc.
(provided that the Vendors and Covenantors hereby represent and warrant to the
Purchaser that the aforesaid companies do not own any assets which are in
relation to the Business).

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    SCHEDULE
1.1(ffff)

    TRUST
AGREEMENT

     

    


     

    See
attached.

     

    


     

    


     

    


     

    SCHEDULE
2.6

    NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT

     

    The consideration
attributable to the Non-Competition and Confidentiality Agreement is
$1,000.

     

    


     

    SCHEDULE
3.1(g)

     

    PARTNERSHIPS
OR JOINT VENTURES

     

    


     

    
      	
              27.  

            	
              Discussions
      have been held with Stephen Murgatroyd and Charles McCaffray about giving
      them a minority interest in the future business venture involving
      Middlesex University listed in Schedule
3.1(o).

            


    

     

    
      	
              28.  

            	
              See
      Schedule 1.1(qqq)

            


    

     

    
      	
              29.  

            	
              See Schedule
      3.1(aa).

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
3.1(h)(i)

     

    JURISDICTIONS
AND LICENCES

     

    


     

    
      	
              30.  

            	
              The Group
      carries on business in British Columbia and
  Alberta.

            


    

     

    
      	
              31.  

            	
              2007 Business
      Licenses for the following:

            


    

     

    (a) Sprott-Shaw
Community College (Abbotsford)

    (b) Sprott-Shaw
Community College (Surrey)

    (c) Sprott-Shaw
Community College (Victoria)

    (d) Sprott-Shaw
Community College (Prince George);

    (e) Sprott-Shaw
Community College (Vancouver);

    (f) Sprott-Shaw
Community College (District of North Cowichan);

    (g) Sprott-Shaw
Community College (Maple Ridge);

    (h) Sprott-Shaw
Community College (Kelowna);

    (i) Sprott-Shaw
Community College (Burnaby);

    (j) Sprott-Shaw
International Language College (Vancouver);

    (k) Sprott-Shaw
International Language College (Victoria);

    (l) Sprott-Shaw
International Language College (Kamloops);

    (m) Sprott-Shaw
Community College (Kamloops);

    (n) Sprott-Shaw
Community College (New Westminster);

    (o) Sprott-Shaw
Community College (Nanaimo);

    (p) Sprott-Shaw
Community College (Vernon);

    (q) Sprott-Shaw
Community College (East Vancouver);

    (r) Sprott-Shaw
Community College (Courtenay);

    (s) Sprott-Shaw
Community College (Penticton);

    (t) Sprott-Shaw
Community College (Port Coquitlam); and

    (u) Sprott-Shaw
Community College (Calgary).

    


     

    
      	
              32.  

            	
              Alberta
      Advanced Education License – Sprott-Shaw College of Business Ltd. o/a
      Sprott-Shaw Community College.

            


    

     

    
      	
              33.  

            	
              Approval
      granted by the Ministry of Children and Family Development for the certain
      campuses to offer a basic early childhood education training
      program.

            


    

     

    
      	
              34.  

            	
              College of
      Licensed Practical Nurses of British Columbia recognition for the Generic
      Practical Nurse program for certain
campuses.

            


    

     

    
      	
              35.  

            	
              MAE
      Accreditation, PCTIA Accreditation and accreditation in Alberta, all of
      which expire in the Ordinary
Course.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.1(i)

     

    CONSENTS

     

    


     

    
      	
              36.  

            	
              Certain of
      the Contracts listed in the Schedules, including leases listed in
      Schedule 3.1(t), require consent to
  assignment.

            


    

     

    
      	
              37.  

            	
              The Purchaser
      will need to obtain Licenses comparable to the Approvals and the existing
      approval in Alberta.

            


    

     

    
      	
              38.  

            	
              Consent from
      CIBC to the sale of the Purchased
Assets.

            


    

     

    
      	
              39.  

            	
              Consents of
      the Minority Partners.

            


    

     

    


     

    


     

    SCHEDULE
3.1(o)

    ABSENCE
OF CERTAIN CHANGES OR EVENTS

     

    
      	
              40.  

            	
              Memorandum of
      Intent between Middlesex University and the Group dated November 15,
      2007.

            


    

     

    
      	
              41.  

            	
              Locations
      were closed in Chilliwack, Langley and
Edmonton.

            


    

     

    
      	
              42.  

            	
              The Group has
      transferred or is transferring to Dean or a Person designated by him the
      beneficial interest of a life insurance policy on Dean’s
    life.

            


    

     

    
      	
              43.  

            	
              There was a
      change in the Blue Cross benefit package included in Schedule
      3.1(jj).

            


    

     

    
      	
              44.  

            	
              The entering
      into of this Agreement and matters in connection with the sale
      contemplated herein.

            


    

     

    
      	
              45.  

            	
              Partnership
      Interest Purchase Agreement (East Vancouver) dated September 18,
      2007.

            


    

     

    
      	
              46.  

            	
              See Schedule
      1.1(qqq).

            


    

     

    
      	
              47.  

            	
              See Schedule
      3.1(h)(i).

            


    

     

    
      	
              48.  

            	
              See Schedule
      3.1(t).

            


    

     

    
      	
              49.  

            	
              See Schedule
      1.1(mmm).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.1(p)

     

    COMMITMENTS
FOR CAPITAL EXPENDITURES

     

    


     

    
      	
              Tenant
      Improvements – Vancouver Campus

            	
              $50,000

            
	
              Tenant
      Improvements – other campuses

            	
              $55,000

            
	
              Computer –
      New Equipment

            	
              $40,000

            
	
              Campus
      Repairs and upgrades (chairs, tables, etc.)

            	
              $25,000

            
	
              Total
      Investment:

            	
              $170,000

            


    

    


     

    Note: Due to
closure of several campuses, the warehouse is stocked with equipment that can be
utilized by Sprott-Shaw Community College campuses as needed.

     

    SCHEDULE
3.1(q)

    TAX
MATTERS

    


     

    Pitman Community
College Ltd. has not filed any corporate tax returns as it was previously
thought to be a partnership.  It is inactive and no taxes should be
owing on filing.

     

    0522645 B.C. Ltd.
needs to amend its 2005 tax return.  The amendment will not cause any
taxes payable as it will decrease taxable income or cause a loss.

     

    


     

    SCHEDULE
3.1(r)

     

    LITIGATION

     

    
      	
              50.  

            	
              See
      attached.

            


    

     

    
      	
              51.  

            	
              See Schedule
      3.1(q).

            


    

     

    
      	
              52.  

            	
              Demand letter
      regarding termination of Irene
Vallis.

            


    

     

    
      	
              53.  

            	
              Grijalva v.
      Guiang & Grijalva v. ICBC.

            


    

     

    
      	
              54.  

            	
              Canada
      Revenue Agency has initiated audits against SLD and
  522.

            


    

     

    SCHEDULE
3.1(s)

     

    ENVIRONMENTAL
MATTERS

     

    


     

    A phase I
environmental report was done on the office building that the Group’s head
office is at, a copy of which has been provided to the Purchaser.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.1(t)

     

    LEASED
PREMISES

     

    
      	
              55.  

            	
              Lease
      Amending Agreement between Sprott-Shaw College of Business Ltd. and 624656
      BC Ltd. dated September 18, 2007.

            


    

     

    
      	
              56.  

            	
              Lease between
      Sprott-Shaw Community College and Dunsmuir & Hornby Ltd. dated March
      2, 2007.

            


    

     

    
      	
              57.  

            	
              Modification
      and Renewal of Lease Agreement between Sprott-Shaw Business College Ltd.
      and IWA Canada, Local 1-3567 Society dated February 22,
    2007.

            


    

     

    
      	
              58.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. dba Sprott Shaw College and 676617
      B.C. Ltd. dated February 1, 2006.

            


    

     

    
      	
              59.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and Vern-View Developments Ltd. dated
      October 25, 2006.

            


    

     

    
      	
              60.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and M-119 Holdings Ltd. dated August
      17, 2006.

            


    

     

    
      	
              61.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and 573019 B.C. Limited dated June
      26, 2006.

            


    

     

    
      	
              62.  

            	
              Assignment
      and Modification of Lease and Landlord’s Consent between 3631 Investments
      Ltd., School District No. 43 (Coquitlam), Westlo Financial Corp. and D.
      Fichter Holdings Ltd. and S.L.D. Enterprises Ltd. and Canadian College
      Credit Inc. dated June 6, 2007.

            


    

     

    
      	
              63.  

            	
              Indenture
      between Sprott-Shaw College of Business Ltd. and 0739843 Ltd. dated March
      13, 2007.

            


    

     

    
      	
              64.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and Market Square Investments Ltd.
      dated October 11, 2007.

            


    

     

    
      	
              65.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and Boardwalk Equities (B.C.) Inc.
      dated June 15, 2005.

            


    

     

    
      	
              66.  

            	
              Lease between
      Sprott-Shaw Business College Ltd. and Anthem Heritage Hill Ltd. dated
      September 30, 2004.

            


    

     

    
      	
              67.  

            	
              Lease
      Agreement between Sprott-Shaw Colege of Business Ltd. and 505918 B.C. Ltd.
      and Westland Properties Ltd. and 3631 Investments Ltd. dated September 30,
      2004.

            


    

     

    
      	
              68.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and 505918 B.C. Ltd. and Terry Burak
      dated September 8, 2006.

            


    

     

    
      	
              69.  

            	
              Indenture
      between Sprott-Shaw Business College Ltd. and Andres Construction Ltd.
      dated August 6, 2004.

            


    

     

    
      	
              70.  

            	
              Lease between
      Head Office Holdings Ltd. and Sprott-Shaw College of Business Ltd. dated
      December 1, 2004.

            


    

     

    
      	
              71.  

            	
              Lease
      Amending Agreement between Sprott-Shaw College of Business Ltd. and Sun
      Life Assurance Company of Canada dated August 26,
  2003.

            


    

     

    
      	
              72.  

            	
              Lease between
      Sprott-Shaw College Ltd. and Fernco Development Ltd., Lenco Development
      and Norco Development Ltd. carrying on business as Noort Investments dated
      February 21, 2003.

            


    

     

    
      	
              73.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and K&L Holdings Co. Ltd. dated
      June 27, 2007.

            


    

     

    
      	
              74.  

            	
              Indenture
      between Sprott-Shaw College of Business Ltd. and Vanac Development Corp.
      and Madison Development Corporation dated September 6,
    2001.

            


    

     

    
      	
              75.  

            	
              Lease between
      Sprott-Shaw College Ltd. and Yenik Enterprises Ltd., acting as Agent’s for
      George Yen & Associates Ltd., Robco Enterprises Ltd., Yen Hoy
      Enterprises Ltd., James Lee, Lily Lee and Book Wing Yip dated January
      2000.

            


    

     

    
      	
              76.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and 150275 Canada Inc. dated May 26,
      1999.

            


    

     

    
      	
              77.  

            	
              Lease between
      Sprott-Shaw Business College Ltd. and Bucci Investment Corporation dated
      May 2, 2002.

            


    

     

    
      	
              78.  

            	
              Commercial
      Sublease Agreement between Sprott-Shaw Community College and Rocky Cross
      Construction (Calgary) Limited dated July 12,
  2007.

            


    

     

    
      	
              79.  

            	
              The Group has
      abandoned the property governed by the lease for the Chilliwack
      location.

            


    

     

    
      	
              80.  

            	
              Lease between
      0522645 B.C. Ltd. and 421099 B.C. Ltd. dated November 15,
      2007.

            


    

     

    
      	
              81.  

            	
              Lease between
      Sprott-Shaw College of Business Ltd. and Novak Bros. Contracting Ltd.
      dated November, 2005.

            


    

     

    
      	
              82.  

            	
              Lease between
      CCS – The Career Coaching Centre Inc. and Boardwalk Equities (B.C.)
      Inc.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.1(w)

     

    LEASE
OF PERSONAL PROPERTY

     

    


     

    
      	
              1.  

            	
              Photocopies
      in the Ordinary Course.

            


    

     

    
      	
              2.  

            	
              Signs in the
      Ordinary Course.

            


    

     

    


     

    


     

    SCHEDULE
3.1(x)

     

    INTELLECTUAL
PROPERTY

     

    


     

    SEE
ATTACHED

     

    


     

    Other
IP Assets:

     

    1.           Domain
Names

     

    
      	
              Domain
      Name

            	
              Registrant

            	
              Registrar

            	
              Expiry
      Date

            
	
              SPROTT-SHAW.MOBI

            	
              []

            	
              Tucows
      Inc.

            	
              Oct. 12,
      2008

            
	
              SSILC.COM

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Aug. 24,
      2014

            
	
              SPROTTSHAW.MOBI

            	
              []

            	
              Tucows
      Inc.

            	
              Oct. 12,
      2008

            
	
              SPROTTSHAW.CA

            	
              []

            	
              Tucows.com
      Co.

            	
              Sep. 14,
      2011

            
	
              SPROTT-SHAW.COM

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Aug. 13,
      2013

            
	
              SPROTTSHAW.ORG

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Jan. 11,
      2013

            
	
              SPROTT-SHAW.NET

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Jan. 11,
      2013

            
	
              SSILC.NET

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Aug. 24,
      2014

            
	
              SSILC.ORG

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Aug. 24,
      2014

            
	
              SSILC.INFO

            	
              0522645

            	
              Network
      Solutions

            	
              Aug. 24,
      2014

            
	
              SPROTTSHAW.COM

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Sept. 25,
      2013

            
	
              SPROTTSHAW.NET

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Jan. 11,
      2013

            
	
              SPROTT-SHAW.ORG

            	
              0522645

            	
              Network
      Solutions, LLC

            	
              Jan. 11,
      2013

            
	
              [NOTE:
      list of additional domain names is being compiled]

            	 
    	 
    	 
    


    

    


     

    2.           Software

     

    Software program
for managing student registrations that was developed in-house.

     

    3.           Course
Materials

     

    Various course
materials that have been developed by or for the Targets or the Target
Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    PART II (Licensed
IP):

     

    Course materials
licensed from Dr. Nancy Cochrane pursuant to a License Agreement dated April 21,
2004.

     

    Licenses to Third
Parties:

     

    Course materials
are implicitly licensed to students for the purposes of attending and completing
courses.

     

    


     

    Claims:

     

    Claims by Dr. Nancy
Cochrane, settled pursuant to Mutual Release dated April 21, 2004 and License
Agreement dated April 21, 2004.

     

    


     

    Infringement of Owned
IP:

     

    Terrence Thomas
Reginald Hackett may have been conducting business under the name “SPROTT SHAW
COLLEGE”.

     

    4.           Additional
Domain Names

     

    
      	
              Domain
      Name

            	
              Registrant

            	
              Registrar

            	
              Expiry
      Date

            
	
              CALGARYFILMSCHOOL.COM

            	
              0522645

            	 
    	 
    
	
              SPROTT-SHAWSEX.COM

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWCOLLEGE.COM

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWCOLLEGE.NET

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWCOLLEGE.ORG

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWCOLLEGESEX.COM

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWFOUNDATION.COM

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWSEX.COM

            	
              0522645

            	 
    	 
    
	
              TCCCENTRE.COM

            	
              0522645

            	 
    	 
    
	
              THECAREERCOACHINGCENTRE.COM

            	
              0522645

            	 
    	 
    
	
              SPROTTSHAWCOLLEGE.CA

            	 
    	 
    	 
    
	
              PITMANCOLLEGE.COM

            	 
    	
              Think
      Profits

            	 
    
	
              SPROTT-SHAW.CA

            	 
    	 
    	 
    
	
              ASSISTED-LIVING.CA

            	 
    	 
    	 
    
	
              ASSISTEDLIVINGTRAINING.CA

            	 
    	 
    	 
    
	
              ASSISTED-LIVING-TRAINING.CA

            	 
    	 
    	 
    
	
              BCINSTITUTEOFTECHNOLOGY.CA

            	 
    	 
    	 
    
	
              BUSINESSADMINISTRATION.CA

            	 
    	 
    	 
    
	
              BUSINESS-ADMINISTRATION.CA

            	 
    	 
    	 
    
	
              BUSINESSCOURSE.CA

            	 
    	 
    	 
    
	
              BUSINESS-COURSE.CA

            	 
    	 
    	 
    
	
              BUSINESSMANAGEMENT.CA

            	 
    	 
    	 
    
	
              BUSINESS-MANAGEMENT.CA

            	 
    	 
    	 
    
	
              BUSINESSMANAGEMENTCOURSE.CA

            	 
    	 
    	 
    
	
              BUSINESS-MANAGEMENT-COURSE.CA

            	 
    	 
    	 
    
	
              CANADACOLLEGES.CA

            	 
    	 
    	 
    
	
              CANADA-COLLEGES.CA

            	 
    	 
    	 
    
	
              CAPILANO-COLLEGE.CA

            	 
    	 
    	 
    
	
              CAREERCOLLEGE.CA

            	 
    	 
    	 
    
	
              CAREER-COLLEGE.CA

            	 
    	 
    	 
    
	
              CENTURY-COLLEGE.CA

            	 
    	 
    	 
    
	
              CLINICALPHARMACYTECHNICIAN.CA

            	 
    	 
    	 
    
	
              CLINICAL-PHARMACY-TECHNICIAN.CA

            	 
    	 
    	 
    
	
              COLLEGE-CANADA.CA

            	 
    	 
    	 
    
	
              COLLEGESCANADA.CA

            	 
    	 
    	 
    
	
              COMMUNITYCOLLEGEVANCOUVER.CA

            	 
    	 
    	 
    
	
              COMMUNITYSUPPORTWORKER.CA

            	 
    	 
    	 
    
	
              COMMUNITYSUPPORTWORKERTRAINING.CA

            	 
    	 
    	 
    
	
              COMPU-COLLEGE.CA

            	 
    	 
    	 
    
	
              COQUITLAM-COLLEGE.CA

            	 
    	 
    	 
    
	
              DORSET-COLLEGE.CA

            	 
    	 
    	 
    
	
              ECOMMERCECOURSE.CA

            	 
    	 
    	 
    
	
              ECOMMERCE-COURSE.CA

            	 
    	 
    	 
    
	
              GRANTMACEWAN.CA

            	 
    	 
    	 
    
	
              GRANTMACEWANCOLLEGE.CA

            	 
    	 
    	 
    
	
              HIGHSCHOOLGRADS.CA

            	 
    	 
    	 
    
	
              HIGH-SCHOOL-GRADS.CA

            	 
    	 
    	 
    
	
              HOMECAREAIDE.CA

            	 
    	 
    	 
    
	
              HOME-CARE-AIDE.CA

            	 
    	 
    	 
    
	
              HOSPITALITYANDTOURISM.CA

            	 
    	 
    	 
    
	
              HOSPITALITY-AND-TOURISM.CA

            	 
    	 
    	 
    
	
              HOSPITALITYTOURISMTRAINING.CA

            	 
    	 
    	 
    
	
              HOSPITALITY-TOURISM-TRAINING.CA

            	 
    	 
    	 
    
	
              IHATESPROTTSHAW.CA

            	 
    	 
    	 
    
	
              INSTITUTEOFTECHNOLOGY.CA

            	 
    	 
    	 
    
	
              INTERNATIONALTRADECOURSE.CA

            	 
    	 
    	 
    
	
              INTERNATIONAL-TRADE-COURSE.CA

            	 
    	 
    	 
    
	
              INTERNATIONALTRADETRAINING.CA

            	 
    	 
    	 
    
	
              INTERNETMARKETINGCOURSE.CA

            	 
    	 
    	 
    
	
              INTERNET-MARKETING-COURSE.CA

            	 
    	 
    	 
    
	
              INTERNETMARKETINGPROGRAM.CA

            	 
    	 
    	 
    
	
              INTERNET-MARKETING-PROGRAM.CA

            	 
    	 
    	 
    
	
              JOB-TRAINING.CA

            	 
    	 
    	 
    
	
              LEGALADMINISTRATION.CA

            	 
    	 
    	 
    
	
              LEGAL-ADMINISTRATION.CA

            	 
    	 
    	 
    
	
              LEGALSECRETARY.CA

            	 
    	 
    	 
    
	
              LEGAL-SECRETARY.CA

            	 
    	 
    	 
    
	
              LEGALSECRETARYCOURSE.CA

            	 
    	 
    	 
    
	
              LEGAL-SECRETARY-COURSE.CA

            	 
    	 
    	 
    
	
              MARKETING-AND-ECOMMERCE.CA

            	 
    	 
    	 
    
	
              MARKETINGCOURSE.CA

            	 
    	 
    	 
    
	
              MARKETING-COURSE.CA

            	 
    	 
    	 
    
	
              MARKETINGPROGRAM.CA

            	 
    	 
    	 
    
	
              MARKETING-PROGRAM.CA

            	 
    	 
    	 
    
	
              MASSAGESPATHERAPY.CA

            	 
    	 
    	 
    
	
              MASSAGE-SPA-THERAPY.CA

            	 
    	 
    	 
    
	
              MEDICALOFFICEASSISTANT.CA

            	 
    	 
    	 
    
	
              MEDICAL-OFFICE-ASSISTANT.CA

            	 
    	 
    	 
    
	
              MEDICALOFFICETRAINING.CA

            	 
    	 
    	 
    
	
              MEDICAL-OFFICE-TRAINING.CA

            	 
    	 
    	 
    
	
              NIGHT-SCHOOL.CA

            	 
    	 
    	 
    
	
              NURSINGCOURSE.CA

            	 
    	 
    	 
    
	
              PERSONAL-CARE.CA

            	 
    	 
    	 
    
	
              PERSONALCAREAIDE.CA

            	 
    	 
    	 
    
	
              PERSONAL-CARE-AIDE.CA

            	 
    	 
    	 
    
	
              PERSONALCAREATTENDANT.CA

            	 
    	 
    	 
    
	
              PERSONAL-CARE-ATTENDANT.CA

            	 
    	 
    	 
    
	
              PHARMACYTECHNICIAN.CA

            	 
    	 
    	 
    
	
              PHARMACY-TECHNICIAN.CA

            	 
    	 
    	 
    
	
              PHARMACYTECHNICIANCERTIFICATION.CA

            	 
    	 
    	 
    
	
              PHARMACY-TECHNICIAN-CERTIFICATION.CA

            	 
    	 
    	 
    
	
              PHARMACYTECHNICIANSCHOOL.CA

            	 
    	 
    	 
    
	
              PHARMACY-TECHNICIAN-SCHOOL.CA

            	 
    	 
    	 
    
	
              PHARMACYTECHNICIANTRAINING.CA

            	 
    	 
    	 
    
	
              PHARMACY-TECHNICIAN-TRAINING.CA

            	 
    	 
    	 
    
	
              PRACTICALNURSING.CA

            	 
    	 
    	 
    
	
              PRACTICAL-NURSING.CA

            	 
    	 
    	 
    
	
              PRACTICALNURSINGPROGRAM.CA

            	 
    	 
    	 
    
	
              PRACTICAL-NURSING-PROGRAM.CA

            	 
    	 
    	 
    
	
              PRACTICALNURSINGSCHOOL.CA

            	 
    	 
    	 
    
	
              PRACTICAL-NURSING-SCHOOL.CA

            	 
    	 
    	 
    
	
              PRACTICALNURSINGTRAINING.CA

            	 
    	 
    	 
    
	
              PRACTICAL-NURSING-TRAINING.CA

            	 
    	 
    	 
    
	
              RE-TRAIN.CA

            	 
    	 
    	 
    
	
              SALESTRAININGCOURSE.CA

            	 
    	 
    	 
    
	
              SALES-TRAINING-COURSE.CA

            	 
    	 
    	 
    
	
              SIMON-FRASER.CA

            	 
    	 
    	 
    
	
              SIMON-FRASER-UNIVERSITY.CA

            	 
    	 
    	 
    
	
              SOCIALSERVICEJOB.CA

            	 
    	 
    	 
    
	
              SOCIAL-SERVICE-JOB.CA

            	 
    	 
    	 
    
	
              SOCIALSERVICEWORKER.CA

            	 
    	 
    	 
    
	
              SOCIAL-SERVICE-WORKER.CA

            	 
    	 
    	 
    
	
              SPATHERAPY.CA

            	 
    	 
    	 
    
	
              SPA-THERAPY.CA

            	 
    	 
    	 
    
	
              SPATHERAPYTRAINING.CA

            	 
    	 
    	 
    
	
              SPROTTSHAWCOMMUNITYCOLLEGE.CA

            	 
    	 
    	 
    
	
              SPROTTSHAWISARIPOFF.CA

            	 
    	 
    	 
    
	
              SPROTTSHAWSTINKS.CA

            	 
    	 
    	 
    
	
              SPROTTSHAWSUCKS.CA

            	 
    	 
    	 
    
	
              TOURISMANDHOSPITALITY.CA

            	 
    	 
    	 
    
	
              TOURISM-AND-HOSPITALITY.CA

            	 
    	 
    	 
    
	
              TOURISMANDHOSPITALITYTRAINING.CA

            	 
    	 
    	 
    
	
              TOURISM-TRAINING.CA

            	 
    	 
    	 
    
	
              TRAVELTOURISMCOURSE.CA

            	 
    	 
    	 
    
	
              TRAVEL-TOURISM-COURSE.CA

            	 
    	 
    	 
    
	
              UNIVERSITYOFPHEONIX.CA

            	 
    	 
    	 
    
	
              VANCOUVER-COLLEGE.CA

            	 
    	 
    	 
    


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
3.1(z)

     

    GUARANTEES

     

    


     

    
      	
              83.  

            	
              Contracts
      with CIBC.

            


    

     

    
      	
              84.  

            	
              See Schedule
      3.1(t).

            


    

     

    
      	
              85.  

            	
              See Schedule
      3.1(ee).

            


    

     

    
      	
              86.  

            	
              Letters of
      credit with respect to courses in Alberta, MAE Courses and MAE
      Degree.

            


    

     

    
      	
              87.  

            	
              See
      attached.

            


    

     

    


     

    


     

    SCHEDULE
3.1(aa)

     

    LICENSES,
AGENCY, DISTRIBUTION AND ROYALTY AGREEMENTS

     

    


     

    
      	
              88.  

            	
              License
      Agreement between Sprott-Shaw College of Business Ltd. and Success
      Solutions Career Training School dated October 23,
  2006.

            


    

     

    
      	
              89.  

            	
              License
      Agreement between Sprott-Shaw Community College and Canedex Management
      Inc. dated March 3, 2006.

            


    

     

    
      	
              90.  

            	
              License
      Agreement made on August 8, 2005 between Forum for International Trust
      Training (FITT) Inc. and the Group.

            


    

     

    
      	
              91.  

            	
              License
      Agreement between Sprott-Shaw Community College and ONKAR Care Giver
      Training Institute Inc. dated August 5,
2005.

            


    

     

    
      	
              92.  

            	
              License
      Agreement between Sprott-Shaw Community College and The Jordanian Canadian
      College dated August 30, 2004.

            


    

     

    
      	
              93.  

            	
              License
      Agreement between Dr. Nancy Cochrane and the Group dated April 21, 2004
      and a related Mutual Release.

            


    

     

    
      	
              94.  

            	
              License
      Agreement between Sprott-Shaw Community College and ONKAR Care Giver
      Training Institute Inc. dated December 1,
2004.

            


    

     

    
      	
              95.  

            	
              There are
      third partners in the following
Partnerships:

            


    

     

    (a) Sprott-Shaw College
of Business (Chilliwack);

    (b) Sprott-Shaw College
of Business (Surrey); and

    (c) Sprott Shaw
Language Centre.

     

    
      	
              96.  

            	
              Agency
      Contracts in the Ordinary Course.

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
3.1(bb)

    EDUCATIONAL ACCREDITATIONS AND
APPROVALS

     

    
      	
              97.  

            	
              PPSEC
      Accreditation Certificates for the
following:

            


    

     

    
      	
              (a)  

            	
              Sprott-Shaw
      Community College (Prince George);

            


    

    
      	
              (b)  

            	
              Sprott-Shaw
      Community College (Vancouver);

            


    

    
      	
              (c)  

            	
              Sprott-Shaw
      Community College (Duncan);

            


    

    
      	
              (d)  

            	
              Sprott-Shaw
      Community College (Maple Ridge);

            


    

    
      	
              (e)  

            	
              Sprott-Shaw
      Community College (Surrey);

            


    

    
      	
              (f)  

            	
              Sprott-Shaw
      Community College (Kelowna);

            


    

    
      	
              (g)  

            	
              Sprott-Shaw
      Community College (Port Coquitlam);

            


    

    
      	
              (h)  

            	
              Sprott-Shaw
      Community College (Abbotsford);

            


    

    
      	
              (i)  

            	
              Sprott-Shaw
      Community College (Burnaby);

            


    

    
      	
              (j)  

            	
              Sprott-Shaw
      Community College (Victoria);

            


    

    
      	
              (k)  

            	
              Sprott-Shaw
      Community College (Kamloops);

            


    

    
      	
              (l)  

            	
              Sprott-Shaw
      Community College (New
Westminster);

            


    

    
      	
              (m)  

            	
              Sprott-Shaw
      Community College (Nanaimo);

            


    

    
      	
              (n)  

            	
              Sprott-Shaw
      Community College (Vernon);

            


    

    
      	
              (o)  

            	
              Sprott-Shaw
      Community College (East Vancouver);

            


    

    
      	
              (p)  

            	
              Sprott-Shaw
      Community College (Courtenay); and

            


    

    
      	
              (q)  

            	
              Sprott-Shaw
      Community College (Penticton).

            


    

    


     

    
      	
              98.  

            	
              The Group has
      received two fines from PCTIA over the last
  year.

            


    

     

    
      	
              99.  

            	
              PCTIA
      registration certificates for the
following:

            


    

     

    
      	
              (a)  

            	
              Sprott-Shaw
      International Language College
(Vancouver);

            


    

     

    
      	
              (b)  

            	
              Sprott-Shaw
      International Language College
(Victoria);

            


    

     

    
      	
              (c)  

            	
              Sprott-Shaw
      International Language College
(Kamloops).

            


    

     

    SCHEDULE

    SCHEDULE
3.1(dd)

    STUDENT
LOANS

    


     

    See
attached.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
3.1(ee)

    OUTSTANDING
AGREEMENTS

     

    
      	
              100.  

            	
              Education
      Funding Agreement between Sprott-Shaw Community College and Fraser Health
      Authority dated September 25, 2007.

            


    

     

    
      	
              101.  

            	
              Retiring
      Partners Agreement Settlement Terms dated April 1, 2006, which is not
      being assigned to the Purchaser.

            


    

     

    
      	
              102.  

            	
              Contribution
      Agreement between Sprott-Shaw Community College Ltd. and Industry Training
      Authority dated April 24, 2007.

            


    

     

    
      	
              103.  

            	
              Contract
      between Sprott-Shaw Community College and Her Majesty the Queen in Right
      of the Province of British Columbia, represented by the Minister of
      Alberta Employment, Immigration and Industry dated February 26,
      2007.

            


    

     

    
      	
              104.  

            	
              Community
      Assistance Program Services Agreement between Sprott-Shaw Community
      College and Her Majesty the Queen in Right of the Province of British
      Columbia, represented by the Minister of Employment and Income Assistance
      undated (“Vancouver”).

            


    

     

    
      	
              105.  

            	
              Community
      Assistance Program Services Agreement between Sprott-Shaw Community
      College and Her Majesty the Queen in Right of the Province of British
      Columbia, represented by the Minister of Employment and Income Assistance
      dated September 21, 2006 (“Vancouver
Island).

            


    

     

    
      	
              106.  

            	
              Consulting/Professional
      Service Agreement between Sprott-Shaw and Vancouver Island Health
      Authority dated September 24, 2007.

            


    

     

    
      	
              107.  

            	
              Agreement for
      the Exchange of Repayment Information between the Government of Canada and
      Sprott-Shaw Community College.

            


    

     

    
      	
              108.  

            	
              Memorandum of
      Understanding between Sprott-Shaw Community College and Xi’an Fanyi
      University (China) dated May 16,
2006.

            


    

     

    
      	
              109.  

            	
              Academic
      Partnership Agreement with the Educational Institute American Hotel and
      Motel Association.

            


    

     

    
      	
              110.  

            	
              Agreement
      between Human Resources and Skills Development and The Career Coaching
      Centre dated August 1, 2007.

            


    

     

    
      	
              111.  

            	
              Memorandum of
      Intent between Middlesex University and Sprott-Shaw Community
      College.

            


    

     

    
      	
              112.  

            	
              City
      University and Sprott-Shaw Community College effective Fall
      2004/05.

            


    

     

    
      	
              113.  

            	
              The Industry
      Training Authority Contribution Agreement for Training Services dated for
      reference April 24, 2007 with Industry Training
  Authority.

            


    

     

    
      	
              114.  

            	
              The
      Evaluation Agreement dated effective October 5, 2007 with Dell Computer
      Corporation.

            


    

     

    
      	
              115.  

            	
              The Agreement
      with IBM Canada Limited .

            


    

     

    
      	
              116.  

            	
              The Campus
      Subscription Enrollment Agreement with Microsoft Licensing,
      GP.

            


    

     

    
      	
              117.  

            	
              Other
      Material Contracts listed in the
Schedules.

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
3.1(gg)

     

    EMPLOYEES
AND CONTRACTORS

     

    


     

    This Schedule of
Employees reflects the employees and the details of their employment for the pay
period ending November 30, 2007 and there are no alterations or additions to
this Schedule to Closing except in the Ordinary Course.

     

    SCHEDULE
3.1(hh)

    EMPLOYEE
AND CONTRACTOR AGREEMENTS

     

    
      	
              118.  

            	
              The Group
      enters into employment contracts with employees in the Ordinary
      Course.

            


    

     

    
      	
              119.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Bruce Wilbee effective
      November 24, 2007 to August 31,
2008.

            


    

     

    
      	
              120.  

            	
              Business Plan
      and Regional Incentive Assignment Plan with John Predyk effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              121.  

            	
              Business Plan
      and Regional Incentive Assignment Plan with Margaret Harvie effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              122.  

            	
              Business Plan
      and Regional Incentive Assignment Plan with Russ Kada effective September
      1, 2007 to August 31, 2008.

            


    

     

    
      	
              123.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Scot Sorenson effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              124.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Dianne Girard effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              125.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Kelly Ewaski effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              126.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Rick Pasin effective September
      1, 2007 to August 31, 2008.

            


    

     

    
      	
              127.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Anne Wilkes effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              128.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Robert Ragiste effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              129.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Cindy Stevens effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              130.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Ken Monroe effective September
      1, 2007 to August 31, 2008.

            


    

     

    
      	
              131.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Norbert Ruimy effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              132.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Sandra Bogardis effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              133.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Delores Fichter effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              134.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Karen Isenor effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              135.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Philip Hannis effective
      September 1, 2007 to August 31,
2008.

            


    

     

    
      	
              136.  

            	
              Director’s
      Revenue Quota and Incentive Assignment with Doug
  Beveridge.

            


    

     

    
      	
              137.  

            	
              Agreement
      with Cal Purcell dated August 29,
2007.

            


    

     

    
      	
              138.  

            	
              Agreement
      with Victor Tesan dated January 17,
2006.

            


    

     

    
      	
              139.  

            	
              The group
      offers an Incentive Plan including an annual retreat called Club. The
      typical cost is less than $50,000 Canadian per
  year.

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
3.1(ii)

    LABOUR
MATTERS AND EMPLOYMENT STANDARDS

     

    


     

    See
attached.

     

    SCHEDULE
3.1(jj)

    EMPLOYEE
PLANS

     

    


     

    
      	
              140.  

            	
              Material for
      this Schedule was e-mailed by the Vendors’ Counsel to the Purchaser’s
      Counsel on December 5, 2007.

            


    

     

    
      	
              141.  

            	
              Dean’s mother
      receives a pension from the Group in the amount of $1,000 per
      month.

            


    

     

    
      	
              142.  

            	
              See Schedule
      3.1(hh).

            


    

     

    


     

    SCHEDULE
3.1(kk)

    INSURANCE

     

    


     

    
      	
              Name of Insurer

            	
              Type of Insurance

            	
              Expiry Date

            
	
              Lombard
      General Insurance Company of Canada

            	
              Property,
      Business Income Coverage, Commercial General Liability, Non-Owned Auto,
      Crime and Additional Coverages

            	
              March 6,
      2008

            
	
              Blue
      Cross

            	
              Employee
      Benefit Plans

            	
              July 1, 2007
      (reissue date)

            
	
              RBC
      Insurance

            	
              Group
      Insurance Plan

            	
              Unknown

            
	
              Unum
      Provident

            	
              Disability
      Insurance Plan

            	
              Unknown

            


    

    


     

    See
attached.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


     

    SCHEDULE
3.1(ll)

     

    NON-ARM’S
LENGTH MATTERS

     

    


     

    
      	
              143.  

            	
              See
      attached.

            


    

     

    
      	
              144.  

            	
              Lease from
      Head Office Holdings Ltd.

            


    

     

    
      	
              145.  

            	
              Pension to
      Dean’s mother listed in Schedule
3.1(jj).

            


    

     

    


    SCHEDULE
4.1(a)

    FORECAST

     

    


     

    Nil.

     

    


     

    


     

    SCHEDULE
5.2(h)

     

    EMPLOYMENT
AGREEMENT WITH DEAN

     

    


     

    See
attached.