Filed by Automated Filing Services Inc. (604) 609-0244 - Moventis Capital, Inc. - Exhibit 10.1






THE SHAREHOLDERS OF 
PTL ELECTRONICS LTD. 

–  and – 

MOVENTIS CAPITAL, INC. 

–  and – 

PTL ACQUISTION CORP. 

–  and – 

PTL ELECTRONICS LTD. 

 

 

AGREEMENT FOR THE PURCHASE OF SHARES OF 

PTL ELECTRONICS LTD. 

 

 

DATED AS OF May 8, 2006 




TABLE OF CONTENTS 

	 	  	  	Page 
	 	  	  	  
	ARTICLE 1 	INTERPRETATION 	3 
	 	1.1 	Definitions 	3 
	 	1.2 	Headings and Table of Contents
      	3 
	 	1.3 	Number and Gender 	3 
	 	1.4 	Business Days 	3 
	 	1.5 	Currency and Payment Obligations 	3 
	 	1.6 	Calculation of Interest 	3 
	 	1.7 	Statute References 	3 
	 	1.8 	Section and Schedule References
      	3 
	 	  	  	  
	ARTICLE 2 	PURCHASE OF SHARES
      	4 
	 	2.1 	Agreement to Purchase and Sell 	4 
	 	2.2 	Purchase Price 	4 
	 	2.3 	Payment of Purchase Price 	5 
	 	2.4 	Extension of Second Cash Payment Date and Maturity Date 	5 
	 	2.5 	Preparation of Closing Statements 	5 
	 	2.6 	Payment on Adjustment Date 	6 
	 	2.7 	Certain Obligations Secured 	7 
	 	2.8 	No Obligation 	7 
	 	2.9 	Withholding Tax 	7 
	 	2.10 	Delivery of Audited Financial Statements 	8 
	 	2.11 	Allocation of Initial Cash Payment 	8 
	 	2.12 	Discharge of Sellers’ Guarantees 	8 
	 	  	  	  
	ARTICLE 3 	CLOSING ARRANGEMENTS 	8 
	 	3.1 	Closing 	8 
	 	3.2 	Sellers’ Closing Deliveries 	8 
	 	3.3 	Buyer’s Closing Deliveries 	9 
	 	  	  	  
	ARTICLE 4 	CONDITIONS OF CLOSING 	10 
	 	4.1 	Buyer’s Conditions 	10 
	 	4.2 	Condition not Fulfilled 	12 
	 	4.3 	Sellers’ Conditions 	12 
	 	4.4 	Condition not Fulfilled 	13 
	 	  	  	  
	ARTICLE 5 	REPRESENTATIONS AND WARRANTIES 	14 
	 	5.1 	Representations and Warranties of the Sellers – Personal
      	14 
	 	5.2 	Representations and Warranties of the Corporation and the
      Management Sellers 	20 
	 	5.3 	Representations and Warranties of the Buyer 	31 
	 	5.4 	Representations and Warranties of the Parent 	32 
	 	5.5 	Survival of Representations and Warranties 	33 
	 	5.6 	Definition of Knowledge 	34 


-i- 




TABLE OF CONTENTS
 (Continued) 

	 	  	  	Page 
	 	  	  	  
	ARTICLE 6 	INDEMNIFICATION AND LIMITATION OF LIABILITY 	34 
	 	6.1 	Indemnity by Individual Seller 	34 
	 	6.2 	Indemnity by Sellers Collectively
      	35 
	 	6.3 	Notice of Claim 	35 
	 	6.4 	Direct Claims 	35 
	 	6.5 	Third Party Claims 	36 
	 	6.6 	Settlement of Third Party
      Claims 	36 
	 	6.7 	Interest on Claims 	37 
	 	6.8 	Tax Adjustments 	37 
	 	6.9 	Set-off 	37 
	 	6.10 	Limitations on Liability
      	38 
	 	  	  	  
	ARTICLE 7 	INTERIM PERIOD 	38 
	 	7.1 	Investigation 	38 
	 	7.2 	Authorizations 	39 
	 	7.3 	Confidentiality 	39 
	 	7.4 	Risk of Loss 	39 
	 	7.5 	Ordinary Course of Business 	39 
	 	7.6 	Regulatory Approvals 	41 
	 	7.7 	Updates to Information 	41 
	 	  	  	  
	ARTICLE 8 	EXCLUSIVITY, NON-SOLICITATION AND ACCESS TO INFORMATION
      	42
	 	8.1 	Covenants Regarding Non-Solicitation 	42 
	 	8.2 	Access to Information 	42 
	 	8.3 	Remedies 	42 
	 	  	  	  
	ARTICLE 9 	TERMINATION 	43 
	 	9.1 	Termination 	43 
	 	9.2 	No Prejudice on Termination 	43 
	 	9.3 	Termination Fee Payable to Parent 	43 
	 	  	  	  
	ARTICLE 10 	GENERAL 	44 
	 	10.1 	Expenses 	44 
	 	10.2 	Public Announcements 	44 
	 	10.3 	Corporation Notices 	44 
	 	10.4 	Time of Essence 	46 
	 	10.5 	Entire Agreement 	46 
	 	10.6 	Waiver 	46 
	 	10.7 	Severability 	46 
	 	10.8 	Non-Merger 	46 
	 	10.9 	Further Assurances 	46 
	 	10.10 	Governing Law 	47 
	 	10.11 	Successors and Assigns 	47 


-ii- 




TABLE OF CONTENTS
 (Continued) 

	 	  	  	Page 
	 	  	  	  
	 	10.12 	Independent Legal Advice 	47 
	 	10.13 	Counterparts 	47 


-iii- 




SHARE PURCHASE AGREEMENT 

This Agreement dated as of May 8, 2006, is made 

AMONG: 


  
    
      DAVID McALPINE, of Delta, British Columbia,
        having an address at 105 Parkgrove Crescent, Delta, B.C., V4L 2J8 

    

  



AND: 


  
    
      PAUL HEATHCOTE, of Delta, British Columbia,
        having an address at 4871 12th Ave., Delta, B.C., V4M 2A5 

      (each individually, a “Management Seller”
        and together, the “Management Sellers”) 

    

  



AND:


  
    
      ALBION SERVICES LTD., a corporation incorporated
        under the laws of the British Virgin Islands and having an office at 20th
        Floor, Eastern Central Plaza, 3 Yiu Hing Road, Shaukeiwan, Hong Kong
        

    

  



AND: 


  
    
      TSANG FAMILY TRUST, a trust formed under
        the laws of British Columbia and having an office at 31451 Ponderosa Place,
        Abbotsford, B.C., V2T 5G3 

    

  



AND: 


  
    
      CENTURY I HOLDINGS INC., a corporation
        incorporated under the laws of British Columbia and having an office at
        #4 – 11240 Bridgeport Road, Richmond, B.C., V6X 1T2 

    

  



AND: 


  
    
      GUNDYCO, ITF MARILYN LEE / ANTHONY LEE,
        c/o CIBC World Markets Inc. 161 Bay Street, 10th Floor, Toronto,
        Ontario, M5J 2S8

    

  






- 2 - 

AND: 


  
    
      MARILYN LEE, of Abbotsford, British Columbia,
        having an address at 2171 Everett Street, Abbotsford, B.C., V2S 7R9 

      (each individually, a “Non-Management Seller”
        and collectively, the “Non-Management Sellers” and together
        with the Management Sellers, the “Sellers”)

    

  



AND: 


  
    
      PTL ELECTRONICS LTD., a corporation incorporated
        under the laws of British Columbia and having an office at Suite 208 –
        1538 Clivedon Avenue, Delta, British Columbia, V3M 6J8 

      (the “Corporation”) 

    

  



AND: 


  
    
      MOVENTIS CAPITAL, INC., a corporation incorporated
        under the laws of Delaware and having an office at Suite 304, 1959 –
        152nd Street, White Rock, British Columbia, Canada, V4A 9P3
      

      (the “Parent”) 

    

  



AND: 


  
    
      PTL ACQUISITION CORP., a corporation incorporated
        under the laws of British Columbia and having its registered office at
        Suite 304, 1959 – 152nd Street, White Rock, British Columbia,
        Canada, V4A 9P3 

      (the “Buyer”) 

    

  



RECITALS 

A.                   
The Corporation is in the business of the design and manufacture of printed
circuit boards using surface mount technology. 

B.                   
The Buyer is a wholly-owned subsidiary of the Parent. 

C.                   
The Sellers are the registered and beneficial owners of all the issued and
outstanding shares in the capital of the Corporation. 

D.                   
The Buyer desires to purchase and the Sellers desire to sell all of the issued
and outstanding shares in the capital of the Corporation. 




- 3 - 

For good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties agree as follows: 

ARTICLE 1 
INTERPRETATION 

1.1                   
Definitions. In this Agreement, certain terms have the meanings set forth
in Schedule 1.1. 

1.2                   
Headings and Table of Contents. The division of this Agreement into
Articles and Sections, the insertion of headings, and the provision of any table
of contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement. 

1.3                   
Number and Gender. Unless the context requires otherwise, words importing
the singular include the plural and vice versa and words importing gender
include all genders. 

1.4                   
Business Days. If any payment is required to be made or other action is
required to be taken pursuant to this Agreement on a day which is not a Business
Day, then such payment or action shall be made or taken on the next Business
Day. 

1.5                   
Currency and Payment Obligations. Except as otherwise expressly provided
in this Agreement: 

	 	(1) 	
      all dollar amounts referred to in this Agreement are
      stated in Canadian Dollars; and

	 	 	 
	 	(2) 	
      any payment contemplated by this Agreement shall be made
      by cash, certified cheque or any other method that provides immediately
      available funds.



1.6                   
Calculation of Interest. In calculating interest payable under this
Agreement for any period of time, the first day of such period shall be included
and the last day of such period shall be excluded. 

1.7                   
Statute References. Any reference in this Agreement to any statute or any
section thereof shall, unless otherwise expressly stated, be deemed to be a
reference to such statute or section as amended, restated or re-enacted from
time to time. 

1.8                   
Section and Schedule References. Unless the context requires otherwise,
references in this Agreement to Sections, Exhibits or Schedules are to Sections,
Exhibits or Schedules of this Agreement. The Exhibits and Schedules to this
Agreement are as follows and each of the Exhibits and Schedules to this
Agreement are incorporated herein by reference: 




- 4 - 

EXHIBITS 

A                  
  Share Transfer Form 

  B                   
  Sellers’ Bring-Down Certificate 

  C                   
  Corporation’s Bring Down Certificate 

  D                   
  Resignation of Director/Officer 

  E                   
  Buyer’s Bring-Down Certificate 

  F                   
  Parent’s Bring Down Certificate 

  G                   
  Debenture 

  H                   
  General Security Agreement 

SCHEDULES

	 	1.1 	 Definitions

	 	2.1 	 Purchase Shares

	 	2.11 	 Allocation of Initial Cash Payment



ARTICLE 2 
PURCHASE OF SHARES 

2.1                   
Agreement to Purchase and Sell. At the Closing Time, subject to the terms
and conditions of this Agreement, each Seller shall sell to the Buyer, and the
Buyer shall purchase from the Seller, the Purchase Shares listed opposite the
Seller’s name in Schedule 2.1, and the Sellers Loans listed opposite the
Seller’s name in Schedule 2.11. 

2.2                   
Purchase Price. Subject to adjustment as provided in this
Agreement, the aggregate purchase price payable by the Buyer to the Sellers for
the Purchase Shares and the Sellers Loans (the “Purchase Price”) shall
be: 

	 	(1) 	
      C$3,000,000 in cash (the “Initial Cash Payment”)
      less the Adjustment Amount;

	 	 	 
	 	(2) 	
      C$1,200,000 in Common shares (“Parent Common
      Shares”) in the capital of the Parent (the “Share
      Consideration”). The Share Consideration will be issued at a deemed
      price per share of the equivalent in Canadian funds of the price per share
      at which the Parent Common Shares are issued or are issuable under the
      Financing, with such deemed price being calculated using a currency
      conversion rate equal to the average Bank of Canada Rate for converting
      Canadian funds to US funds for the last thirty days before the Closing
      Date. In the event no Parent Common Shares are issued or issuable pursuant
      to the Financing, the deemed price per share will be $0.50;

	 	 	 
	 	(3) 	
      Debentures in the aggregate amount of C$2,300,000 in the
      form attached as Exhibit G hereto (the “Debentures”), which
      Debentures will be non-interest bearing and will be due and payable by the
      Buyer on the date which is 9 months after the Closing Date, or such later
      date as is determined pursuant to Section 2.4 (the “Maturity
      Date”); and

	 	 	 
	 	(4) 	
      C$500,000 in cash (the “Second Cash
    Payment”).







- 5 - 

2.3                   
Payment of Purchase Price. The Purchase Price shall be paid as follows:


	 	(1) 	
      on the Closing Date, the payment to the Sellers by the
      Buyer of the following:

	 	 	 	 
	 		(a) 	
      the Initial Cash Payment;

	 	 	 	 
	 		(b) 	
      the Share Consideration; and

	 	 	 	 
	 		(c) 	
      the Debentures;

	 	 	 	 
	 	(2) 	
      on the Adjustment Date, the Adjustment Amount shall be
      paid in the manner provided for in Section 2.6;

	 	 	 	 
	 	(3) 	
      on the date which is 9 months after the Closing Date, or
      such later date as is determined pursuant to Section 2.4 (the “Second
      Cash Payment Date”), the Second Cash Payment. Notwithstanding
      the foregoing, the Buyer may in its sole discretion pay any or all of the
      Second Cash Payment at any time prior to the Second Cash Payment Date,
      provided that the full amount is paid on or before the Second Cash Payment
      Date.



2.4                   
Extension of Second Cash Payment Date and Maturity Date. Notwithstanding
Sections 2.2 and 2.3 above, the Buyer shall have the option of extending
the Second Cash Payment Date and/or the Maturity Date, for an additional 3
months, by providing written notice to such effect, to the Sellers at any time
on or before the Second Payment Date and/or the Maturity Date, as applicable. In
the event that the Buyer elects to extend the Second Cash Payment Date
and/or the Maturity Date as provided for in this Section 2.4, the Buyer
will be required to pay interest on any portion of the Second Cash Payment
and the Debentures which remains unpaid as of the Second Payment Date and/or the
Maturity Date, as applicable. Such interest will accrue at a rate of 10% per
annum on any portion of the Second Cash Payment or Debentures from the original
Second Cash Payment Date or Maturity Date, as applicable, until the date on
which such payments are made. The interest will be payable in cash. 

2.5                   
Preparation of Closing Statements.

	 	(1) 	
      As soon as practicable and in any event within 60 days
      after the Closing Date, the Buyer shall prepare and deliver to the Sellers
      unaudited financial statements of the Corporation for the period beginning
      on the first day of the current financial year of the Corporation and
      ending on the Closing Date, including a balance sheet, an income statement
      and a statement of changes in financial position, prepared in accordance
      with GAAP on a basis consistent with the Financial Statements together
      with a review engagement report of PTL Electronics Ltd. thereon (the
      “Closing Statements”).

	 	 	 
	 	(2) 	
      During the period from the Closing Date until the date of
      delivery of the Closing Statements, the Sellers will give the Buyer and
      its agents and representatives such assistance and access to the Books and
      Records as the Buyer and its agents and representatives may reasonably
      request in order to enable it prepare the Closing
  Statements.







- 6 - 

	 	(3) 	
      The Closing Statements shall be conclusive of the amount
      of the Closing Balance and shall be final and binding upon the Parties for
      the purpose of determining the Adjustment Amount unless before the 15th
      Business Day after the date on which the Closing Statements are delivered
      to the Sellers, the Sellers’ Representative gives to the Buyers a
      notice of objection to any matter stated in the Closing
  Statements.

	 	 	 
	 	(4) 	
      If the Sellers give a notice of objection pursuant to
      Section 2.5(3) then the Sellers and the Buyer shall consult with each
      other with respect to the objection. If they are unable to reach agreement
      within 10 Business Days after the notice of objection has been given, then
      the dispute shall be resolved by an accountant to be selected by the Buyer
      and such selection communicated to the Sellers, prior to Closing (the
      “Accountant”). The resolution of the dispute by the Accountant will
      be final and binding on the Parties. The fees and expenses of the
      Accountant, unless otherwise agreed by the Parties, will be borne equally
      by the Sellers and the Buyer.



2.6                   
Payment on Adjustment Date.

	 	(1) 	
      If the Sellers have not delivered a notice of objection
        pursuant to Section 2.5(3), then on the 20th Business Day after delivery
        of the Closing Statements pursuant to Section 2.5(1)(the “Adjustment
        Date”), an amount (the “Adjustment Amount”)
        equal to the amount by which the Closing Balance is less than C$3,200,000
        (after deduction for all applicable taxes owing up to March 31, 2006)
        shall be paid in the following manner:

	 	 	 	 
	 		(a) 	
      if the Closing Balance is less than C$3,200,000 (after
      deduction for all applicable taxes owing up to March 31, 2006), then
      forthwith each Seller will pay to the Buyer an amount equal to that
      Seller’s proportionate share of the Adjustment Amount plus interest on
      that Seller’s proportionate share of the Adjustment Amount at the Prime
      Rate from the Closing Date to the date of payment; or

	 	 	 	 
	 		(b) 	
      if the Closing Balance is equal to or greater than
      C$3,200,000 (after deduction for all applicable taxes owing up to March
      31, 2006), no payment will be made in respect of the Adjustment
    Amount.

	 	 	 	 
	 	(2) 	
      If the Sellers give a notice of objection to the Closing
      Statements pursuant to Section 2.5(3), then the Sellers shall pay the
      portion, if any, of the Adjustment Amount in respect of which there is no
      objection plus interest on that undisputed portion of the Adjustment
      Amount in accordance with Section 2.6(1) on the Adjustment Date. Upon the
      resolution of the dispute with respect to the Closing Statements, the
      Sellers shall pay any additional amounts as are determined to be payable,
      together with interest thereon, in accordance with the provisions of
      Section 2.6(1).







- 7 - 

2.7                   
  Certain Obligations Secured. On the Closing Date, the Buyer shall
  cause the Corporation to enter into a General Security Agreement in the form
  attached as Exhibit H (a “General Security Agreement” and collectively
  the “General Security Agreements”) with each Seller, which
  grants such Seller a security interest in the assets of the Corporation, for
  the value of such Seller’s pro rata portion of the Second Cash Payment
  that remains outstanding and the amount which remains outstanding pursuant to
  such Seller’s Debenture. Such General Security Agreements shall be subordinate
  to any existing security holders who may have a pre-existing security interest
  in any of the Corporation’s assets. Upon request by the Corporation, the
  Sellers will subordinate and postpone the obligations secured by such Seller’s
  General Security Agreement to the prior payment in full of the Senior Loan Obligations
  of a Senior Lender. Each of the Sellers will enter into a written agreement
  with the Senior Lender acknowledging and agreeing directly with the Senior Lender
  that the obligations secured by such Seller’s General Security Agreement
  shall be subordinated and postponed to the prior payment in full of the Senior
  Lender Obligations.

2.8                   
No Obligation. The Buyer and the Parent shall have no obligation to
purchase any of the Purchase Shares unless all of the Purchase Shares have been
delivered and sold to the Buyer pursuant to this Agreement. 

2.9                   
Withholding Tax. In respect of each Seller who, at the Closing Date, is a
nonresident of Canada or has not certified that he or she is a resident of
Canada for income tax purposes (a “Non-Resident Seller”), each such
Non-Resident Seller will at the Closing Date deliver to the Buyer a clearance
certificate issued by the Canada Revenue Agency (the “CRA”) pursuant to
Section 116 of the Act for the Non-Resident Seller with a certificate limit
equal to or greater than the amount of the Purchase Price allocated to the
Non-Resident Seller (a “Clearance Certificate”) or, if a Non-Resident
Seller does not deliver such Clearance Certificate, the Buyer shall be entitled
to withhold 25% of the Purchase Price allocated to such Non-Resident Seller (the
“Withheld Funds”) and to pay the Withheld Funds to the Buyer’s Solicitors
on their undertaking to keep the Withheld Funds in their trust account, with
interest accruing for the benefit of the Non-Resident Seller, and make no use of
them whatsoever except in accordance with the following: 

	 	(1) 	
      if the Corporation’s Solicitors (on behalf of the
      Non-Resident Sellers) has not delivered to the Buyer’s Solicitors a
      Clearance Certificate for each of the Non- Resident Sellers by the 28th
      day of the month following the Closing Date, the Buyer’s Solicitors will
      remit the balance of the Withheld Funds to the CRA by the 30th day of such
      month unless they have previously received in writing addressed to the
      Corporation’s Solicitors (on behalf of the Non-Resident Sellers) and the
      Buyer the consent of the CRA to remit the Withheld Funds at a later date
      without application of any interest or penalties, in which case the
      Buyer’s Solicitors will remit the Withheld Funds in accordance with the
      directions of the CRA, and

	 	 	 
	 	(2) 	
      with respect to each Non-Resident Seller, after the
      Corporation’s Solicitors have (on behalf of that Non-Resident Seller)
      delivered to the Buyer’s Solicitors a Clearance Certificate for that
      Non-Resident Seller, the Buyer’s Solicitors may disburse to such
      Non-Resident Seller the excess of the Withheld Funds (if
  any),







- 8 - 

plus any interest accrued thereon, over the amount required to
obtain such Clearance Certificate. 

2.10                   Delivery
of Audited Financial Statements. The Sellers shall deliver the annual
audited financial statements of the Corporation for the fiscal year ended March
31, 2006 (the “Audited Financial Statements”) to the Buyer forthwith upon
delivery of the 2006 Audited Financials Statements to the Corporation by the
Corporation’s auditors. 

2.11                   Allocation
of Initial Cash Payment. The Initial Cash Payment will be allocated and
applied among the Sellers, the Purchase Shares and the Sellers Loans in
accordance with Schedule 2.11. Neither the Buyer nor the Sellers will take a
position with any governmental authority charged with the collection of any
Taxes or in any judicial proceeding which would be inconsistent with the terms
of any such allocation, without the written consent of the other Parties. 

2.12                   Discharge
of Sellers’ Guarantees. The Buyer shall use its best efforts to arrange for
the release of the Sellers from the personal guarantees, granted by any one or
more of the Sellers, to the Corporation’s bank in support of the Corporation’s
existing financing arrangements. 

ARTICLE 3 
CLOSING ARRANGEMENTS 

3.1                   
Closing. The Closing shall take place at 10:00 a.m. on the Closing Date
at the offices of the Buyer’s Solicitors in Vancouver, British Columbia, or at
such other time on the Closing Date or such other place as may be agreed orally
or in writing by the Sellers, the Parent and the Buyer. 

3.2                   
Sellers’ Closing Deliveries. At the Closing, the Sellers shall deliver or
cause to be delivered to the Buyer and the Parent the following documents: 

	 	(1) 	
      the certificate or certificates representing the Purchase
      Shares;

	 	 	 
	 	(2) 	
      assignments of the Purchase Shares in the form of Exhibit
      A, duly executed by each Seller;

	 	 	 
	 	(3) 	
      the minute books, share certificate books and corporate
      seals of the Corporation;

	 	 	 
	 	(4) 	
      a certificate of each of the Sellers dated as of the
      Closing Date in the form of Exhibit B;

	 	 	 
	 	(5) 	
      a certificate of the co-CEOs of the Corporation dated as
      of the Closing Date in the form of Exhibit C;

	 	 	 
	 	(6) 	
      evidence in form satisfactory to the Buyer and the
      Parent, both acting reasonably, that the Corporation Consents and
      Approvals have been obtained;







- 9 - 

	 	(7) 	
      the new Employment Agreements acceptable in form and
      substance to the Buyer, executed by the Corporation and each of Paul
      Heathcote and David McAlpine;

	 	 	 
	 	(8) 	
      Non-competition Agreements acceptable in form and
      substance to the Buyer, duly executed by the Corporation and each of the
      Sellers;

	 	 	 
	 	(9) 	
      the written resignation of each of Elaine Chueng, Dr.
      Gratio Tsang and David Lo as Directors and Officers of the Corporation in
      the form of Exhibit D;

	 	 	 
	 	(10) 	
      the Sellers’ Solicitors Opinion; and

	 	 	 
	 	(11) 	
      all such other assurances, consents, agreements,
      documents and instruments as may be reasonably required by the Buyer or
      the Parent to complete the transactions provided for in this
    Agreement.



3.3                   
Buyer’s Closing Deliveries. At the Closing, the Buyer and the Parent
shall deliver or cause to be delivered to the Sellers the following documents
and payments: 

	 	(1) 	
      a certificate of the President or other senior officer of
      the Buyer dated as of the Closing Date in the form of Exhibit E;

	 	 	 
	 	(2) 	
      a certificate of the President or other senior officer of
      the Parent dated as of the Closing Date in the form of Exhibit
F;

	 	 	 
	 	(3) 	
      the payment of C$3,000,000 representing the Initial Cash
      Payment;

	 	 	 
	 	(4) 	
      the Debenture Agreements in the form of Exhibit G, duly
      executed by the Buyer and the Parent in favour of each of the
    Sellers;

	 	 	 
	 	(5) 	
      the General Security Agreements in the form of Exhibit H,
      duly executed by the Corporation in favour of each of the
  Sellers;

	 	 	 
	 	(6) 	
      the Buyer’s Solicitors Opinion; and

	 	 	 
	 	(7) 	
      all such other assurances, consents, agreements,
      documents and instruments as may be reasonably required by the Sellers to
      complete the transactions provided for in this
Agreement.



ARTICLE 4 
CONDITIONS OF CLOSING 

4.1                   
Buyer’s Conditions. The Buyer and the Parent shall not be obliged to
complete the purchase and sale of the Purchase Shares pursuant to this Agreement
unless, at or before the Closing Time, each of the following conditions has been
satisfied, it being understood that the following conditions are included for
the exclusive benefit of the Buyer and the Parent and may be waived, in whole or
in part, in writing by the Buyer and the Parent at any time; and the Sellers
agree with the Buyer and the Parent to take all such actions, steps and
proceedings as are 




- 10 - 

reasonably within their control as may be necessary to ensure
that the following conditions are fulfilled at or before the Closing Time: 

	 	(1) 	
      Representations and Warranties - The
      representations and warranties of the Sellers and the Corporation in
      Sections 5.1 and 5.2 shall be true and correct at the Closing.

	 	 	 
	 	(2) 	
      Sellers’ Compliance - The Sellers and the
      Corporation 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 Buyer and the Parent at the
      Closing all the documents contemplated in Section 3.2 or elsewhere in this
      Agreement.

	 	 	 
	 	(3) 	
      Agreement Continuing - This Agreement shall not
      have been terminated in accordance with its terms.

	 	 	 
	 	(4) 	
      Closing Date - The Closing Date shall have
      occurred on or before December 31, 2006.

	 	 	 
	 	(5) 	
      Consents and Approvals - All the Buyer Consents
      and Approvals and the Parent Consents and Approvals shall have been
      obtained.

	 	 	 
	 	(6) 	
      Convertible Securities – Any and all outstanding
      rights, options, warrants and other securities convertible into or
      exercisable for shares in the capital of the Corporation shall have been
      (a) acquired by the Buyer, (b) cancelled or (c) exercised in accordance
      with their terms for underlying shares which are being acquired by the
      Buyer pursuant to this Agreement.

	 	 	 
	 	(7) 	
      No Material Adverse Change - There shall have been
      no Material Adverse Change from February 28, 2006 until the completing of
      the Closing.

	 	 	 
	 	(8) 	
      Employment Agreements – The Corporation shall have
      entered into the new Employment Agreements acceptable in form and
      substance to the Buyer, with David McAlpine and Paul Heathcote
      respectively.

	 	 	 
	 	(9) 	
      Non-Competition – Each of Paul Heathcote, David
      McAlpine, Albert Chueng, Dr. Gratio Tsang, Anthony Lee and David Lo shall
      have entered into a non- competition agreement with the Corporation, the
      Buyer and the Parent, acceptable in form and substance to the
  Buyer.

	 	 	 
	 	(10) 	
      No Unapproved Material Contracts - Each of the
      Sellers and the Corporation shall not have entered into any Material
      Contract, unless previously approved in writing by the Buyer or the
      Parent, from the date hereof until the Closing which may in the Buyer’s
      and the Parent’s opinion, acting reasonably:







- 11 - 

	 	(a) 	
      materially adversely impact on the Buyer’s or the
      Parent’s ability to integrate the Corporation and the Business with the
      operations of the Buyer or the Parent; or

	 	 	 
	 	(b) 	
      materially adversely affect the value of the Business to
      the Buyer or the Parent after the Closing; or

	 	 	 
	 	(c) 	
      materially adversely affect the financial condition, the
      business, the operations or the assets of the Buyer or the Parent
      following the Closing.




	 	(11) 	
      No Litigation - There shall be no litigation or
      judicial or administrative proceedings:

	 	 	 	 
	 		(a) 	
      pending or threatened in writing against any of the
      Parties or against any of their respective Affiliates or any of their
      respective directors or officers, for the purpose of enjoining, preventing
      or restraining the completion of the transactions contemplated by this
      Agreement; or

	 	 	 	 
	 		(b) 	
      pending or threatened in writing against any of the
      Parties or against any of their respective Affiliates or any of their
      respective directors or officers which in the result, could adversely
      affect the right of the Buyer to acquire or retain the Shares.

	 	 	 	 
	 	(12) 	
      Corporation Consents and Approvals - All the
      Corporation Consents and Approvals shall have been obtained.

	 	 	 	 
	 	(13) 	
      Securities Exemptions – There shall be available
      to the Parent, an exemption from the registration requirements of the U.S.
      Securities Act of 1933 (the “U.S. Securities Act”), and an
      exemption from the registration and prospectus requirements of the
      Securities Act (British Columbia) (the “B.C. Securities Act”). In
      the event that no such exemption(s) are available, the Parent may, at its
      option seek such regulatory order or file such documents (including a
      prospectus and/or registration statement) as are necessary to permit the
      issuance of the Parent Securities without violating Applicable
  Law.

	 	 	 	 
	 	(14) 	
      Completion of Financing – The completion by the
      Parent of a debt or equity financing of not less than C$3,500,000 on or
      before closing on terms acceptable to the Parent (the
      “Financing”).

	 	 	 	 
	 	(15) 	
      Ongoing Due Diligence – The Buyer shall be
      satisfied with the results of its ongoing due diligence work concerning
      the Corporation, including but not limited to their review of its
      business, operations and affairs, the Corporation’s facilities, lease
      agreements, customer and supplier relationships, management, technology,
      product, sales and marketing processes, present financial condition and
      financial forecasts, the Financial Statements, the Material Contracts,
      financial agent’s fees and commissions, accounting systems and financial
      controls.







- 12 - 

	 	(16) 	
      Audited Financial Statements – The Audited
      Financial Statements shall have been delivered to the Buyer in accordance
      with Section 2.10.

	 	 	 
	 	(17) 	
      Opinion – The Buyer and the Parent shall have
      received from counsel to the Corporation and counsel to each of the
      Sellers, opinions with respect to the Corporation, the Sellers, and the
      transactions contemplated hereby in form and substance acceptable to the
      Buyer and the Parent, addressed to the Buyer and the Parent and dated as
      of the Closing Date (the “Sellers’ Solicitors
  Opinion”).



4.2                   
Condition not Fulfilled. If any condition in Section 4.1 has not been
fulfilled at or before the Closing Time, then the Buyer and the Parent in their
sole discretion may, without limiting any rights or remedies available to the
Buyer or the Parent at law or in equity, either: 

	 	(1) 	
      terminate this Agreement by notice to the Sellers, in
      which event the Buyer and the Parent shall be released from its
      obligations under this Agreement to complete the purchase of the Shares;
      or

	 	 	 
	 	(2) 	
      waive compliance with any such condition without
      prejudice to its right of termination in the event of non-fulfilment of
      any other condition.



4.3                   
Sellers’ Conditions. The Sellers shall not be obliged to complete the
transactions contemplated by this Agreement unless, at or before the Closing
Time, each of the following conditions has been satisfied, it being understood
that the following conditions are included for the exclusive benefit of the
Sellers, and may be waived, in whole or in part, in writing by the Sellers at
any time; and the Buyer and the Parent agree with the Sellers to take all such
actions, steps and proceedings as are reasonably within the Buyer’s and the
Parent’s control as may be necessary to ensure that the following conditions are
fulfilled at or before the Closing Time: 

	 	(1) 	
      Representations and Warranties - The
      representations and warranties of the Buyer in Section 5.3 and of the
      Parent in Section 5.4 shall be true and correct at the Closing.

	 	 	 	 
	 	(2) 	
      Buyer’s Compliance – Each of the Buyer and the
      Parent shall have performed and complied with all of the terms and
      conditions in this Agreement on its part to be performed or complied with
      at or before the Closing Time and shall have executed and delivered or
      caused to have been executed and delivered to the Sellers at the Closing
      Time all the documents contemplated in Section 3.3 or elsewhere in this
      Agreement.

	 	 	 	 
	 	(3) 	
      No Litigation - There shall be no litigation or
      judicial or administrative proceedings:

	 	 	 	 
	 		(a) 	
      pending or threatened in writing against any of the
      Parties or against any of their respective Affiliates or any of their
      respective directors or officers, for the purpose of enjoining, preventing
      or restraining the completion of the transactions contemplated by this
      Agreement; or







- 13 - 

	 	(b) 	
      pending or threatened in writing against any of the
      Parties or against any of their respective Affiliates or any of their
      respective directors or officers which in the result, could adversely
      affect the right of the Buyer to acquire or retain the
  Shares.




	 	(4) 	
      Corporation Consents and Approvals - All the
      Corporation Consents and Approvals shall have been obtained.

	 	 	 
	 	(5) 	
      Agreement Continuing - This Agreement shall not
      have been terminated in accordance with its terms.

	 	 	 
	 	(6) 	
      Closing Date - The Closing Date shall have
      occurred on or before December 31, 2006.

	 	 	 
	 	(7) 	
      Debentures – The Buyer shall have executed a
      Debenture in favour of each of the Sellers in the form attached hereto as
      Exhibit G.

	 	 	 
	 	(8) 	
      Opinion – The Sellers shall have received from
      counsel to the Buyer, opinions with respect to the Buyer and the
      transactions contemplated hereby in form and substance acceptable to the
      Sellers, addressed to the Sellers and dated as of the Closing Date (the
      “Buyer’s Solicitors Opinion”).



4.4                   
Condition not Fulfilled. If any condition in Section 4.3 shall not have been fulfilled at or before the Closing
Time, then the Sellers in their sole discretion may, without limiting any rights
or remedies available to the Sellers at law or in equity, either: 

	 	(1) 	
      terminate this Agreement by notice to the Buyer and the
      Parent in which event the Sellers shall be released from all obligations
      under this Agreement; or

	 	 	 
	 	(2) 	
      waive compliance with any such condition without
      prejudice to its right of termination in the event of non-fulfilment of
      any other condition.



ARTICLE 5 
REPRESENTATIONS AND WARRANTIES 

5.1                   
Representations and Warranties of the Sellers – Personal. Each of the
Sellers severally, but not jointly, represents and warrants to the Buyer and the
Parent as follows as of the date hereof and as of the Closing Time: 

	 	(1) 	
      Authorization by Seller - The Seller has the
      power, authority and capacity to enter into this Agreement and all other
      agreements and instruments to be executed by him or it as contemplated by
      this Agreement and to carry out his or its obligations under this
      Agreement and such other agreements and instruments. If the Seller is a
      corporate entity, the Seller is a corporation incorporated and validly
      subsisting under the laws of its jurisdiction of its incorporation, and
      the execution and delivery of this Agreement and such other agreements and
      instruments and the completion of the transactions contemplated by this
      Agreement and such other







- 14 - 

	 		
      agreements and instruments have been duly authorized by
      all necessary corporate action on the part of the Seller and its
      shareholders.

	 	 	 	 
	 	(2) 	
      Enforceability of Seller’s Obligations - This
      Agreement constitutes a valid and binding obligation of the Seller
      enforceable against the Seller in accordance with its terms subject,
      however, to limitations on enforcement imposed by bankruptcy, insolvency,
      reorganization or other laws affecting the enforcement of the rights of
      creditors and others and to the extent that equitable remedies such as
      specific performance and injunctions are only available in the discretion
      of the court from which they are sought.

	 	 	 	 
	 	(3) 	
      Residence of Seller – Exception in the case of
      Albion Services Ltd., the Seller is not a non-resident of Canada for
      purposes of Section 116 of the Income Tax Act (Canada).

	 	 	 	 
	 	(4) 	
      Ownership of Shares - The Seller is the registered
      and beneficial owner of the Purchase Shares, set opposite his or its name
      on Schedule 2.1. No Person other than the Buyer and the Parent has any
      agreement, option, right or privilege capable of becoming an agreement for
      the purchase from the Seller of any of such Shares.

	 	 	 	 
	 	(5) 	
      Absence of Conflicting Agreements - The execution,
      delivery and performance of this Agreement by the Seller and the
      completion (with any required Corporation Consents and Approvals and
      Corporation Notices) of the transactions contemplated by this Agreement do
      not and will not result in or constitute a default, breach or violation or
      an event that, with notice or lapse of time or both, would be a default,
      breach or violation of any of the terms, conditions or provisions of any
      agreement to which the Seller is bound or, in the case of a Seller which
      is a corporation, the constating documents of the Seller.

	 	 	 	 
	 	(6) 	
      Brokerage Fees - The Seller has not entered into
      any agreement which would entitle any Person to any valid claim against
      any of the Corporation, the Buyer or the Parent for a broker’s commission,
      finder’s fee or any like payment in respect of the purchase and sale of
      the Shares or any other matters contemplated by this Agreement.

	 	 	 	 
	 	(7) 	
      U.S. Securities Law Representations – Each of the
      Sellers hereby represents, warrants and acknowledges all of the
      following:

	 	 	 	 
	 		(a) 	
      the Seller has been independently advised as to the
      restrictions with respect to trading and the applicable hold period
      imposed in respect of the Parent Securities by securities legislation in
      the jurisdiction in which the Seller resides (if other than Canada), in
      Canada and in the United States and confirms that no representation has
      been made respecting the restrictions with respect to trading and the
      applicable hold periods for the Parent Securities (except as otherwise
      expressly stated in this Agreement) and is aware of the risks and other
      characteristics of the Parent Securities







- 15 - 

	 		
      and of the fact that the Seller may not resell the Parent
      Securities except in accordance with the applicable securities legislation
      and regulatory policies;

	 	 	 
	 	(b) 	
      the Seller is resident in the province or jurisdiction
      set out on page 1 of this Agreement;

	 	 	 
	 	(c) 	
      if the Seller is an entity, all of its stockholders,
      members, partners and owners, as applicable reside outside the United
      States;

	 	 	 
	 	(d) 	
      the Seller is not an “affiliate” of the Parent or the
      Buyer as defined in the U. S. Securities Act, and will not become an
      “affiliate” by virtue of its purchase of the Parent Securities and does
      not intend to act in concert with any other person to form a control
      group;

	 	 	 
	 	(e) 	
      the Seller is not purchasing the Parent Securities as a
      result of any advertisement, article, notice or other communication
      regarding the Parent Securities published in any newspaper, magazine or
      similar media or broadcast over the television, radio, Internet or
      presented at any seminar or any other general solicitation or general
      advertising;

	 	 	 
	 	(f) 	
      the Seller acknowledges that the Parent Securities have
      not been registered under the U.S. Securities Act and may not be offered
      or sold in the United States or abroad unless registered under the
      U.S. Securities Act and the securities laws of all applicable states of
      the United States or an exemption from such registration requirements is
      available, and that the Parent and the Buyer have no obligation or present
      intention of filing a registration statement under the U.S. Securities Act
      in respect of the Parent Securities;

	 	 	 
	 	(g) 	
      the Seller, whether acting as principal, trustee or
      agent, is neither (i) a U.S. Person (as defined in Rule 902(k) of
      Regulation S promulgated under the U. S. Securities Act, which definition
      includes, but is not limited to, a natural person resident in the United
      States, an estate or trust of which an executor or administrator or
      trustee is a U.S. Person and any partnership or corporation organized or
      incorporated under the laws of the United States) nor (ii) purchasing the
      Parent Securities for the account of a U.S. Person or a person in the
      United States or for resale in the United States, and:

	 	 	 
	 	(h) 	
      the Seller was not in the United States when this
      Agreement was negotiated, executed and/or delivered;

	 	 	 
	 	(i) 	
      the current structure of this transaction and all
      transactions and activities contemplated herein is not a scheme to avoid
      the registration requirements of the U.S. Securities Act;

	 	 	 
	 	(j) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Parent
  Securities;







- 16 - 

	 	(k) 	
      there are risks associated with the purchase of the
      Parent Securities;

	 	 	 
	 	(l) 	
      there are restrictions on the Seller’s ability to resell
      the Parent Securities and it is the responsibility of the Seller to find
      out what those restrictions are before purchasing the Parent
      Securities;

	 	 	 
	 	(m) 	
      the Parent and the Buyer have advised the Seller that the
      Parent is relying on an exemption or exemptions from the requirements to
      provide the Seller with a prospectus and to sell securities through a
      person registered to sell securities under the U.S. Securities Act and
      other applicable United States securities legislation and, as a
      consequence of acquiring securities pursuant to such exemption or
      exemptions, certain protections, rights and remedies provided by the U.S.
      Securities Act and other applicable United States securities legislation,
      including statutory rights of rescission or damages, will not be available
      to the Seller;

	 	 	 
	 	(n) 	
      the Seller has not received or been provided with a
      prospectus, offering memorandum or similar document and the decision to
      enter into this agreement and to purchase the Parent Securities has not
      been based upon any verbal or written representations as to fact or
      otherwise made by or on behalf of the Buyer or the Parent except as set
      forth in this Agreement and the Seller’s decision is based entirely upon
      publicly available information concerning the Parent;

	 	 	 
	 	(o) 	
      the Seller has been afforded (i) the opportunity to ask
      such questions as it has deemed necessary of, and to receive answers from,
      representatives of the Buyer and the Parent concerning the terms and
      conditions of the transactions contemplated in this Agreement and the
      merits and risks of investing in the Parent Securities, (ii) access to
      information about the Parent and its subsidiaries and their respective
      financial condition, results of operations, businesses, properties,
      management and prospects sufficient to enable it to evaluate its
      investment; and (iii) opportunity to obtain such additional information
      that the Parent possesses or can acquire without unreasonable effort or
      expense that is necessary to make an informed investment decision with
      respect to the investment;

	 	 	 
	 	(p) 	
      the Seller will immediately notify the Buyer and the
      Parent if any of the Seller’s representations and warranties contained in
      section 5.1(7) would be inaccurate if made after the date hereof but on or
      before the Closing Date; and

	 	 	 
	 	(q) 	
      the Seller is purchasing the Parent Securities as
      principal (or is deemed to be purchasing as principal) for its own account
      and not for the benefit of any other person, for investment only, and not
      with the view to resell or distribute all or any of the Parent
      Securities;







- 17 - 

	 	(r) 	
      the Seller understands that if it decides to offer, sell
      or otherwise transfer the Parent Securities, it will not offer, sell or
      otherwise transfer any of such securities directly or indirectly,
      unless:

	 	 	 	 
	 		(i) 	
      the transfer is to the Parent;

	 	 	 	 
	 		(ii) 	
      the transfer is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      U.S. Securities Act and in compliance with applicable local laws and
      regulations;

	 	 	 	 
	 		(iii) 	
      the transfer is made in compliance with the exemption
      from the registration requirements under the U.S. Securities Act provided
      by Rule 144 thereunder, if available, and in accordance with applicable
      state securities laws; or

	 	 	 	 
	 		(iv) 	
      the Parent Securities are transferred in a transaction
      that does not require registration under the U.S. Securities Act or any
      applicable state laws and regulations governing the offer and sale of
      securities; and

	 	 	 	 
	 		(v) 	
      it has prior to such sale furnished to the Parent an
      opinion of counsel or other evidence of exemption, in either case
      reasonably satisfactory to the Parent;

	 	 	 	 
	 	(s) 	
      the Seller understands that upon the issuance thereof,
      and until such time as the same is no longer required under the applicable
      requirements of the U.S. Securities Act or applicable U.S. state laws and
      regulations, the certificates representing the Parent Securities will bear
      a legend in substantially the following form:



“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B)
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR
ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, 




- 18 - 

PRIOR TO SUCH SALE, FURNISHED TO THE
COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.” 

provided, that if the Parent
Securities are being sold under clause (B) above, at a time when the Parent is a
“foreign issuer” as defined in Rule 902 under the U.S. Securities Act, the
legend set forth above may be removed by providing a declaration or other
evidence of an exemption, including an opinion of counsel acceptable to the
Parent, and other documentation as required by the Parent and its transfer agent
to the effect that the sale of the securities is being made in compliance with
Rule 904 of Regulation S under the U.S. Securities Act; 

	 	(t) 	
      if any of the Parent Securities are being sold pursuant
      to Rule 144 of the U. S. Securities Act, the legend may be removed by
      delivery to the Parent’s transfer agent of an opinion satisfactory to the
      Parent to the effect that the legend is no longer required under
      applicable requirements of the U. S. Securities Act or state securities
      laws;

	 	 	 
	 	(u) 	
      the Seller understands and acknowledges that Parent is
      not obligated to remain a “foreign issuer” within the meaning of
      Regulation S under the U. S. Securities Act;

	 	 	 
	 	(v) 	
      the Seller has had the opportunity to ask questions of
      and receive answers from the Buyer and the Parent regarding the
      investment, and has received all the information regarding the Buyer and
      the Parent that it has requested;

	 	 	 
	 	(w) 	
      the Seller understands that the Parent may instruct its
      registrar and transfer agent not to record any transfer of the Parent
      Securities without first being notified by the Parent that it is satisfied
      that such transfer is exempt from or not subject to the registration
      requirements of the U.S. Securities Act and applicable state securities
      laws;

	 	 	 
	 	(x) 	
      the Seller consents to the Parent making a notation on
      its records or giving instruction to the registrar and transfer agent of
      the Parent in order to implement the restrictions on transfer set forth
      and described herein;

	 	 	 
	 	(y) 	
      the Seller understands and acknowledges that the Parent
      has no obligation to file, or present intention of filing, with the United
      States Securities and Exchange Commission or with any state securities
      administrator any registration statement in respect of resales of the
      Parent Securities in the United States; and







- 19 - 

	 	(z) 	
      the Seller understands and agrees that there may be
      material tax consequences as a result of its acquisition, disposition or
      exercise of any of the Parent Securities. Neither the Buyer nor the Parent
      gives an opinion or makes a representation with respect to the tax
      consequences to the Seller under United States, state, local or foreign
      tax law of the undersigned’s acquisition or disposition of such Parent
      Securities. In particular, no determination has been made whether the
      Parent will be a “passive foreign investment company” (“PFIC”)
      within the meaning of Section 1291 of the United States Internal
      Revenue Code.




	 	(8) 	
      Canadian Securities Law Representations - Each of
      the Sellers hereby represents, warrants and acknowledges all of the
      following:

	 	 	 	 	 
	 		(a) 	
      no person has made to the Seller any written or oral
      representations:

	 	 	 	 	 
	 			(i) 	
      that any person will resell or repurchase any of the
      Parent Securities;

	 	 	 	 	 
	 			(ii) 	
      that any person will refund the purchase price of any of
      the Parent Securities; or

	 	 	 	 	 
	 			(iii) 	
      as to the future price or value of any of the Parent
      Securities;

	 	 	 	 	 
	 		(b) 	
      the Seller is not a “control person” of the Parent and
      will not become a control person by virtue of the issuance of the Parent
      Securities, and does not intend to act in concert with any other person to
      form a control group of the Parent;

	 	 	 	 	 
	 		(c) 	
      the Seller has been independently advised as to the
      applicable hold periods imposed in respect of the Parent Securities by
      applicable securities legislation and regulatory policies and confirms
      that no representations by the Parent have been made respecting the hold
      periods applicable to the Parent Securities, and is aware of the risks and
      other characteristics of the Parent Securities and of the fact that the
      Seller may not be able to resell the Parent Securities purchased by it
      except in accordance with the applicable securities legislation and
      regulatory policies and that the Parent Securities may be subject to
      resale restrictions and may bear a legend to this effect;

	 	 	 	 	 
	 		(d) 	
      if required by applicable securities legislation, policy
      or order or by any securities commission, stock exchange or other
      regulatory authority, the Seller will execute, deliver, file and otherwise
      assist the Parent in filing, such reports, undertakings and other
      documents with respect to the issue of the Parent Securities as may be
      required;

	 	 	 	 	 
	 		(e) 	
      the Seller has been advised to consult its own legal
      advisors with respect to applicable resale restrictions and the Seller is
      solely responsible (and







- 20 - 

	 		  
	the Parent is not responsible) for compliance with applicable
      resale restrictions; and
	 	 	 	 	 
	 		(f) 	 the Seller agrees that the Parent may be required
        by law or otherwise to disclose to the BCSC and regulatory authorities
        the identity of the Seller and each beneficial purchaser for whom the
        Seller may be acting.

	 	 	 	 	 
	 	(9) 	 Canadian Securities Law acknowledgement
        - Each of the Sellers hereby acknowledges all of the following:

	 	 	 	 	 
	 		(a) 	 no prospectus has been filed by the Parent
        with the British Columbia Securities Commission (“BCSC”)
        in connection with the issuance of the Parent Securities, such issuance
        is exempted from the prospectus requirements of the B.C. Securities Act
        and that:

	 	 	 	 	 
	 			(i) 	 the Seller is restricted from using most of the civil
        remedies available under the B.C. Securities Act;

	 	 	 	 	 
	 			(ii) 	 the Seller may not receive information that would otherwise
        be required to be provided to him under the B.C. Securities Act; and

	 	 	 	 	 
	 			(iii) 	 the Parent is relieved from certain obligations that
        would otherwise apply under the B.C. Securities Act.



5.2                   
Representations and Warranties of the Corporation and the Management
Sellers. The Corporation and each of the Management Sellers jointly and
severally, represent and warrant to the Buyer and the Parent as follows as of
the date hereof and as of the Closing Time: 

	 	(1) 	
      Organization - The Corporation is continued and
      validly subsisting under the laws of Canada. The Corporation has sent to
      the appropriate Person all annual returns and financial statements
      required to be sent under the laws of its jurisdiction of incorporation.
      The Corporation has full corporate power, authority and capacity to carry
      on its Business, to own and operate its assets, properties and Business as
      now carried on and owned and operated, to enter into this Agreement and
      all other agreements and instruments to be executed by it as contemplated
      by this Agreement and to carry out its obligations under this Agreement
      and such other agreements and instruments. The execution and delivery of
      this Agreement and such other agreements and instruments and the
      completion of the transactions contemplated by this Agreement and such
      other agreements and instruments have been duly authorized by all
      necessary corporate action on the part of the Corporation and its
      shareholders.

	 	 	 
	 	(2) 	
      Capitalization - The authorized capital of the
      Corporation consists of an unlimited number of common shares of which
      1,000,000 common shares are validly issued as fully paid and
      non-assessable, which issued and outstanding shares of the Corporation are
      owned as listed in Schedule 2.1 With the exception of the
  Tsang







- 21 - 

Family Trust, which holds the Purchase
Shares in Trust for the beneficiaries thereof, the Persons named in Schedule 2.1
are the sole registered and beneficial owners of all of the outstanding Shares
set out beside his or its name. There are no rights, subscriptions, warrants,
options, conversion rights, calls, commitments or plans or agreements of any
kind outstanding which would enable any Person to purchase or otherwise acquire
any shares or other securities of the Corporation including, without limitation,
any securities convertible into or exchangeable or exercisable for shares or
other securities of the Corporation, except as disclosed in Schedule 2.1. Each
of the Shares was issued in compliance with all Applicable Law, including,
without limitation, Applicable Law relating to corporate and securities laws.


	 	(3) 	
      Bankruptcy - The Corporation is not an insolvent
      person within the meaning of the Bankruptcy and Insolvency Act
      (Canada), it has not made an assignment in favour of its creditors nor
      a proposal in bankruptcy to its creditors or any class thereof and it has
      not had any petition for a receiving order presented in respect of it. The
      Corporation has not initiated proceedings with respect to a compromise or
      arrangement with its creditors or for its winding up, liquidation or
      dissolution. No receiver has been appointed in respect of the Corporation
      or any of its assets and no execution or distress has been levied upon any
      of its assets.

	 	 	 
	 	(4) 	
      Financial Statements - True and complete copies of
      the unaudited financial statements of the Corporation for the period
      ending February 28, 2006 are annexed as Schedule 5.2(4) to the Disclosure
      Letter (the “Unaudited Financial Statements”). The Unaudited
      Financial Statements and the Audited Financial Statements (together, the
      “Financial Statements”) have been prepared, or will be prepared, as
      the case may be, in accordance with GAAP. The balance sheets contained in
      such Financial Statements fairly present the financial position of the
      Corporation as of the date thereof and the statements of earnings and
      retained earnings contained in the Financial Statements fairly present the
      results of operations for the periods indicated.

	 	 	 
	 	(5) 	
      Operation of the Business - The Corporation has
      good and marketable title to all the assets referred to in the Financial
      Statements, free and clear of any and all Liens. The assets of the
      Corporation are sufficient to permit the continued operation of the
      Business in substantially the same manner as conducted in the year ending
      on the date of this Agreement. Schedule 5.2(5) to the Disclosure Letter
      sets out a complete and accurate list of all locations where the assets of the Corporation are situate,
      including a brief description of the assets situate at each location.
      There is no agreement, option or other right or privilege outstanding in
      favour of any Person for the purchase from the Corporation of the Business
      or of any of the assets referred to in the Financial Statements out of the
      ordinary course of business.

	 	 	 
	 	(6) 	
      Enforceability of Corporation’s Obligations - This
      Agreement constitutes a valid and binding obligation of the Corporation
      enforceable against the Corporation in accordance with its terms subject,
      however, to limitations on enforcement







- 22 - 

imposed by bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of the rights of
creditors and others and to the extent that equitable remedies such as specific
performance and injunctions are only available in the discretion of the court
from which they are sought.

	 	(7) 	
      Absence of Conflicting Agreements - The execution,
      delivery and performance of this Agreement by the Corporation and the
      completion (with any required Corporation Consents and Approvals and
      Corporation Notices) of the transactions contemplated by this Agreement do
      not and will not result in or constitute a default, breach or violation or
      an event that, with notice or lapse of time or both, would be a default,
      breach or violation of any of the terms, conditions or provisions of any
      agreement to which the Corporation is bound or the constating documents of
      the Corporation.

	 	 	 
	 	(8) 	
      Material Contracts - Schedule 5.2(8) to the
      Disclosure Letter lists all the Material Contracts. The Corporation is not
      in material default under any Material Contract and there has not occurred
      any event which, with the lapse of time or giving of notice or both, would
      constitute a default under any Material Contract by the Corporation. Each
      Material Contract is in full force and effect and has not been
    amended.

	 	 	 
	 	(9) 	
      Receivables - The Receivables are valid
      obligations which arose in the ordinary course of business and will be
      collected in the ordinary course of business, in the aggregate, at their
      full face value, subject to reserves for doubtful accounts, which reserves
      are adequate for such accounts. None of the Receivables is due from an
      Affiliate of the Corporation.

	 	 	 
	 	(10) 	
      Undisclosed Liabilities - The Corporation does not
      have any secured or unsecured liabilities, obligations, indebtedness or
      commitments, whether accrued, absolute, contingent or otherwise, other
      than the trade payables, leases incurred in the ordinary course of
      business and a capital lease of C$13,308.88 which are disclosed in the
      Financial Statements or referred to or disclosed herein.

	 	 	 
	 	(11) 	
      Corporation Consents and Approvals - All the
      Corporation Consents and Approvals are listed in Schedule 5.2(11) to the
      Disclosure Letter. Except for the Corporation Consents and Approvals, no
      consent or approval of any Person is required to be obtained by the
      Corporation in connection with the completion of the transactions
      contemplated by this Agreement or to permit the Corporation to carry on
      the Business after the Closing as the Business is currently carried on by
      the Corporation.

	 	 	 
	 	(12) 	
      Corporation Notices - All the Corporation Notices
      are listed in Schedule 5.2(12) to the Disclosure Letter. Except for the
      Corporation Notices, no notice is required to be delivered by the
      Corporation to any Person in connection with the completion of the
      transactions contemplated by this Agreement or to permit the Corporation
      to carry on the Business after the Closing as the Business is currently
      carried on by the Corporation.







- 23 - 

	 	(13) 	
      Litigation - There is no action, suit, proceeding,
      claim, application, complaint or investigation in any court or before any
      arbitrator or before or by any regulatory body or governmental or
      non-governmental body pending or, to the best of the Sellers’
      knowledge, threatened by or against the Corporation related to the
      Business or affecting the Business or the operations or capital of the
      Corporation or the transactions contemplated by this Agreement.

	 	 	 	 
	 	(14) 	
      Environmental Matters - The Business and
      the assets as carried on or used by the Corporation and their predecessors
      (including the condition of the Lands and the waters on or under the
      Lands) have been carried on and used and are currently carried on and used
      in compliance in all material respects with all Environmental
  Laws.

	 	 	 	 
	 	(15) 	
      Intellectual Property -

	 	 	 	 
	 		(a) 	
      Schedule 5.2(15) to the Disclosure Letter lists all of
      the registrations and applications for registration of the Intellectual
      Property. All of the registrations and applications for registration of
      the Intellectual Property are valid and subsisting in good standing and
      are recorded in the name of the Corporation.

	 	 	 	 
	 		(b) 	
      Except as set out in Schedule 5.2(15) to Disclosure
      Letter, the Corporation is the first and only owner of the Intellectual
      Property and is entitled to the exclusive and uninterrupted use of the
      Intellectual Property without payment of any royalty or other fees. Except
      as set out in Schedule 5.2(15) to the Disclosure Letter, no Person has any
      right, title or interest in any of the Intellectual Property and all such
      persons have waived their moral rights in any copyright works within the
      Intellectual Property. The Corporation has diligently protected its legal
      rights to the exclusive use of the Intellectual Property.

	 	 	 	 
	 		(c) 	
      All of the Corporation’s permissions and
      licences to use the industrial or intellectual property of other Persons
      are disclosed in Schedule 5.2(15) to the Disclosure Letter. The
      Corporation has not permitted or licensed any Person to use any of the
      Intellectual Property except as disclosed in Schedule 5.2(15) to the
      Disclosure Letter. Each licence referred to in Schedule 5.2(15) to the
      Disclosure Letter is in full force and effect and neither the Corporation
      nor, to the best knowledge of the Corporation, the licensor is in default
      of its obligations thereunder.

	 	 	 	 
	 		(d) 	
      No Person has challenged the validity of any
      registrations for the Intellectual Property or the Corporation’s rights to
      any of the Intellectual Property.

	 	 	 	 
	 		(e) 	
      Neither the use of the Intellectual Property nor the
      conduct of the Business has infringed or currently infringes upon the
      industrial or intellectual property rights of any other
  Person.







- 24 - 

	 	(16) 	
      Licences and Permits - Schedule 5.2(16) to the
      Disclosure Letter lists all the Licences and Permits and identifies the
      ones that by their terms are not transferable. The Corporation holds the
      Licences and Permits free and clear of any and all Liens. All the Licences
      and Permits are in full force and effect, the Corporation is not in
      violation of any term or provision or requirement of any such Licences and
      Permits, and no Person has threatened to revoke, amend or impose any
      condition in respect of, or commenced proceedings to revoke, amend or
      impose conditions in respect of, any Licence or Permit.

	 	 	 	 
	 	(17) 	
      Employment Contracts - Schedule 5.2(17) to the
      Disclosure Letter lists all the Employees as of the date of this Agreement
      and the age, position, status, length of service, compensation and
      benefits of each of them, respectively. Except as set out in Schedule
      5.2(17) to the Disclosure Letter, the Corporation is not a party to or
      bound by any contracts or requirements of Applicable Law in respect of any
      Employee or former employee, including:

	 	 	 	 
	 		(a) 	
      any contracts for the employment or statutorily required
      re-employment of any Employee; or

	 	 	 	 
	 		(b) 	
      any bonus, deferred compensation, profit sharing,
      pension, retirement, hospitalization insurance or other plans or
      arrangements providing employee benefits, except for the plans providing
      employee benefits described in Schedule 5.2(19) to the Disclosure
      Letter.

	 	 	 	 
	 	(18) 	
      Collective Agreements - The Corporation is not a
      party to nor does it have any obligation pursuant to, any oral or written
      agreement, collective bargaining or otherwise, with any party regarding
      the rates of pay or working conditions of any of their employees, nor are
      they obligated under any agreement to recognize or bargain with any labour
      organization or union on behalf of such employees.

	 	 	 	 
	 	(19) 	
      Employee Plans -

	 	 	 	 
	 		(a) 	
      Schedule 5.2(19) to the Disclosure Letter lists all of
      the agreements, programs or plans which are presently in effect or which
      have previously been in effect and which currently cover employees of the
      Corporation employed in connection with the Business including, without
      limitation, incentive, bonus, vacation, severance programs, benefit,
      health, welfare, supplemental unemployment benefit, pension, profit
      sharing, deferred compensation, stock compensation, stock purchase,
      retirement, hospitalization insurance, medical, dental, legal, disability
      and similar plans or arrangements or practices (the “Employee
      Plans”).

	 	 	 	 
	 		(b) 	
      All of the Employee Plans are and have been established,
      registered, qualified, invested and administered in all respects in
      accordance with all laws, regulations, orders or other legislative,
      administrative or judicial promulgations applicable to the Employee Plans
      (“Applicable Employee







- 25 - 

Benefit Laws”). No fact or
circumstance exists that could adversely affect the tax-exempt status of an
Employee Plan. 

	 	(c) 	
      All obligations regarding the Employee Plans have been
      satisfied, to the best knowledge of the Corporation there are no
      outstanding defaults or violations by any party to any Employee Plan and
      no Taxes, penalties or fees are owing or exigible under any of the
      Employee Plans.

	 	 	 
	 	(d) 	
      The Corporation may unilaterally amend, modify, vary,
      revoke or terminate, in whole or in part, each Employee Plan and take
      contribution holidays under or withdraw surplus from each Employee Plan,
      subject only to approvals required by Applicable Employee Benefit
    Laws.

	 	 	 
	 	(e) 	
      The Corporation has not received any notice of any
      Employee Plan, or any related trust or other funding medium thereunder,
      being subject to any pending investigation, examination or other
      proceeding, action or claim initiated by any governmental agency or
      instrumentality, or by any other party (other than routine claims for
      benefits), and there exists no state of facts which after notice or lapse
      of time or both could reasonably be expected to give rise to any such
      investigation, examination or other proceeding, action or claim or to
      affect the registration of any Employee Plan required to be
    registered.

	 	 	 
	 	(f) 	
      All contributions or premiums required to be made by the
      Corporation under the terms of each Employee Plan or by Applicable
      Employee Benefit Laws have been made in a timely fashion in accordance
      with Applicable Employee Benefit Laws and the terms of the Employee Plans,
      and the Corporation does not have, and as of the Closing Time will not
      have, any liability (other than liabilities accruing after the Closing
      Time) with respect to any of the Employee Plans. Contributions or premiums
      will have been paid by the Corporation on an accrual basis for the period
      up to the Closing Time even though not otherwise required to be made until
      a later date.

	 	 	 
	 	(g) 	
      No amendments have been made to any Employee Plan and no
      improvements to any Employee Plan have been promised and no amendments or
      improvements to an Employee Plan will have been made or promised by the
      Corporation before the Closing Time.

	 	 	 
	 	(h) 	
      There have been no improper withdrawals, applications or
      transfers of assets from any Employee Plan or the trusts or other funding
      media relating thereto, and neither the Corporation nor any of its agents
      has been in breach of any fiduciary obligation with respect to the
      administration of the Employee Plans or the trusts or other funding media
      relating thereto.

	 	 	 
	 	(i) 	
      Subject to approvals under Applicable Employee Benefit
      Laws, the Corporation may amend, revise or merge any Employee Plan or the
      assets







- 26 - 

transferred from any Employee Plan
with any other arrangement, plan or fund. 

	 	(j) 	
      The Corporation has furnished to the Buyer or the Parent
      true, correct and complete copies of all the Employee Plans as amended as
      of the date hereof together with all related documentation including
      funding agreements, actuarial reports, funding and financial information
      returns and statements, all professional opinions (whether or not
      internally prepared) with respect to each Employee Plan, all material
      internal memoranda concerning the Employee Plans, copies of material
      correspondence with all regulatory authorities with respect to each
      Employee Plan and plan summaries, booklets and personnel manuals. No
      material changes have occurred to the Employee Plans or are expected to
      occur which would affect the actuarial reports or financial statements
      required to be provided to the Buyer pursuant to this Section
    5.2(19).

	 	 	 
	 	(k) 	
      Each Employee Plan is fully funded or fully insured on
      both an ongoing and solvency basis pursuant to the actuarial assumptions
      and methodology set out in Schedule 5.2(19) to the Disclosure
    Letter.

	 	 	 
	 	(l) 	
      None of the Employee Plans enjoys any special tax status
      under Applicable Employee Benefit Laws, nor have any advance tax rulings
      been sought or received in respect of the Employee Plans.

	 	 	 
	 	(m) 	
      All employee data necessary to administer each Employee
      Plan has been provided by the Corporation to the Buyer or the Parent and
      is true and correct.

	 	 	 
	 	(n) 	
      No insurance policy or any other contract or agreement
      affecting any Employee Plan requires or permits a retroactive increase in
      premiums or payments due thereunder. To the best knowledge of the
      Corporation the level of insurance reserves under each insured Employee
      Plan is reasonable and sufficient to provide for all incurred but
      unreported claims.

	 	 	 
	 	(o) 	
      Except as disclosed in Schedule 5.2(19) to the Disclosure
      Letter, none of the Employee Plans provides benefits to retired employees
      or to the beneficiaries or dependants of retired employees.

	 	 	 
	 	(p) 	
      The Corporation has not paid any bonus, fee,
      distribution, remuneration or other compensation to any Person (other than
      salaries, wages or bonuses paid or payable to Employees in the ordinary
      course of business in accordance with current compensation levels and
      practices as set out in Schedules 5.2(17) and
5.2(19)).




	 	(20) 	
      Tax Filings - The Corporation has prepared and
      filed on time with all appropriate governmental bodies all tax returns,
      declarations, remittances, information returns, reports and other
      documents of every nature required to be filed by or
on







- 27 - 

behalf of the Corporation in respect
of any Taxes or in respect of any other provision in any domestic or foreign
federal, provincial, municipal, state, territorial or other taxing statute for
all fiscal periods ending prior to the date hereof and will continue to do so in
respect of any fiscal period ending on or before the Closing Date. All such
returns, declarations, remittances, information returns, reports and other
documents are correct and complete in all material respects, and no material
fact has been omitted therefrom. No extension of time in which to file any such
returns, declarations, remittances, information returns, reports or other
documents is in effect. All Taxes shown on all such returns, or on any
assessments or reassessments in respect of any such returns have been paid in
full. 

	 	(21) 	
      Taxes Paid - The Corporation has paid in full all
      Taxes required to be paid on or prior to the date hereof and has made
      adequate provision in the Financial Statements, or will make adequate
      provision in the Financial Statements, as applicable, in accordance with
      GAAP for the payment of all Taxes in respect of all fiscal periods ending
      on or before the Closing Date.

	 	 	 
	 	(22) 	
      Reassessments of Taxes - There are no
      reassessments of the Corporation’s Taxes that have been issued and are
      outstanding and there are no outstanding issues that have been raised and
      communicated to the Corporation by any governmental body for any taxation
      year in respect of which a Tax return of the Corporation has been audited.
      No governmental body has challenged, disputed or questioned the
      Corporation in respect of Taxes or of any returns, filings or other
      reports filed under any statute providing for Taxes. The Corporation is
      not negotiating any draft assessment or reassessment with any governmental
      body. There are no contingent liabilities for Taxes or any grounds for an
      assessment or reassessment of the Corporation, including, without
      limitation, unreported benefits conferred on any shareholder of the
      Corporation, aggressive treatment of income, expenses, credits or other
      claims for deduction under any return or notice other than as disclosed in
      the Financial Statements, or as will be disclosed in the Financial
      Statements, as the case may be. Neither the Corporation nor any of the
      Sellers has received any indication from any governmental body that an
      assessment or reassessment of the Corporation is proposed in respect of
      any Taxes, regardless of its merits. The Corporation has not executed or
      filed with any governmental body any agreement or waiver extending the
      period for assessment, reassessment or collection of any Taxes.

	 	 	 
	 	(23) 	
      Withholdings and Remittances - The Corporation has
      withheld from each payment made to any of its present or former employees,
      officers and directors, and to all persons who are non-residents of Canada
      for the purposes of the Income Tax Act (Canada) all amounts
      required by law to be withheld, and furthermore, has remitted such
      withheld amounts within the prescribed periods to the appropriate
      governmental body. The Corporation has remitted all Canada Pension Plan
      contributions, provincial pension plan contributions, employment insurance
      premiums, employer health taxes and other Taxes payable by it in respect
      of its employees and has remitted such amounts to the proper governmental
      body







- 28 - 

within the time required under the
applicable legislation. The Corporation has charged, collected and remitted on a
timely basis all Taxes as required under applicable legislation on any sale,
supply or delivery whatsoever, made by the Corporation. 

	 	(24) 	
      Depreciable Property - At the Closing Date, for
      purposes of the Income Tax Act (Canada), the Corporation will own
      depreciable property of the prescribed classes and having undepreciated
      capital costs as set out in Schedule 5.2(24) to the Disclosure
    Letter.

	 	 	 	 
	 	(25) 	
      Capital Gains - The Corporation will not at any
      time be deemed to have a capital gain pursuant to subsection 80.03(2) of
      the Income Tax Act (Canada) as a result of any transaction or event
      taking place in any taxation year ending on or before the Closing
    Date.

	 	 	 	 
	 	(26) 	
      Absence of Certain Changes or Events - Since the
      date to which the Financial Statements are made up, the Corporation has
      not:

	 	 	 	 
	 		(a) 	
      suffered any Material Adverse Change;

	 	 	 	 
	 		(b) 	
      amended its articles;

	 	 	 	 
	 		(c) 	
      declared or made any payment of any dividend or other
      distribution in respect of its shares and has not redeemed, purchased or
      otherwise acquired any shares;

	 	 	 	 
	 		(d) 	
      issued or sold any shares or other securities or issued,
      sold or granted any option, warranty or right to purchase any shares or
      other securities;

	 	 	 	 
	 		(e) 	
      disposed of any of the assets or real property reflected
      on the balance sheet forming part of the Financial Statements, except
      sales of assets or real property in the normal course of
  business;

	 	 	 	 
	 		(f) 	
      changed any accounting or costing systems or methods in
      any material respect;

	 	 	 	 
	 		(g) 	
      suffered any extraordinary loss or cancelled or waived
      any debt, claim or other right;

	 	 	 	 
	 		(h) 	
      incurred or assumed any liabilities, obligations or
      indebtedness (whether accrued, absolute, contingent or otherwise), except
      unsecured current liabilities, obligations and indebtedness incurred in
      the normal course of business;

	 	 	 	 
	 		(i) 	
      made or granted any bonus, increased the compensation
      paid (other than for normal merit and cost of living increases) or made
      loans or advances to any Director, Officer or Employee, other than as set
      forth in Schedule 5.2(17) to the Disclosure
Letter;







- 29 - 

	 	(j) 	
      mortgaged, pledged, granted a security interest in or
      otherwise encumbered any of its assets, except in the normal course of
      business and in amounts which, individually and in the aggregate are not
      material to the financial condition of the Corporation or operation of the
      Business;

	 	 	 
	 	(k) 	
      entered into any Material Contract or any other
      transaction that was not in the normal course of business; or

	 	 	 
	 	(l) 	
      terminated, cancelled or modified in any material respect
      or received notice or a request for termination, cancellation or
      modification in any material respect of any Material
  Contract.




	 	(27) 	
      Brokerage Fees - The Corporation has not entered
      into any agreement which would entitle any Person to any valid claim
      against any of the Corporation, the Buyer or the Parent for a broker’s
      commission, finder’s fee or any like payment in respect of the purchase
      and sale of the Shares or any other matters contemplated by this
      Agreement.

	 	 	 
	 	(28) 	
      Subsidiaries - The Corporation has no subsidiaries
      and has a 6% minority interest in Peripheron Technologies, Ltd.

	 	 	 
	 	(29) 	
      Data Protection - The Corporation has complied in
      all material respects with applicable data protection and privacy Laws
      governing the collection, use and disclosure of personal information in
      all applicable jurisdictions, including but not limited to the Personal
      Information Protection and Electronic Documents Act (Canada), as
      amended from time to time, and any comparable provincial law.

	 	 	 
	 	(30) 	
      Product Warranty - Each product manufactured,
      sold, leased or delivered by the Corporation or service provided by the
      Corporation has been in conformity with all applicable contractual
      commitments and all express and implied warranties, and the Corporation
      has no Liabilities (and the Corporation and the Sellers have no knowledge
      of a basis for any present or future action, suit, proceeding, hearing,
      investigation, charge, complaint, claim or demand against it giving rise
      to any Liabilities for replacement or repair thereof or other damages in
      connection therewith, except for product warranty claims for which product
      manufacturers are responsible. No product manufactured, sold, leased or
      delivered by the Corporation is subject to any guaranty, warranty or other
      indemnity beyond the applicable standard terms and conditions of sale or
      lease

	 	 	 
	 	(31) 	
      Product Liability - There are no existing or
      threatened, claims against the Corporation arising out of any injury to
      individuals or property as a result of the ownership, possession or use of
      any product manufactured, sold, leased or delivered by the Corporation
      which could result in Liabilities to the Corporation and the Corporation
      and the Sellers have no knowledge of a reasonable basis for any such
      claim.







- 30 - 

	 	(32) 	
      Inventory - The inventory of the Corporation
      consists of manufactured and purchased parts, goods in process and
      finished goods, all of which is merchantable and fit for the purpose for
      which it was procured or manufactured, and adequate and full accruals have
      been made in the Financial Statements for slow moving (except for parts
      and components on hand for servicing products already sole), obsolete,
      damaged or defective inventory.

	 	 	 
	 	(33) 	
      Leases -




	 	(a) 	
      The Corporation is not a party to or bound by or subject
      to nor has the Corporation agreed or become bound to enter into any real
      or personal property lease or other right of occupancy relating to real
      property, whether as lessor or lessee, except for the Leases set forth and
      described in Schedule 5.2(33) to the Disclosure Letter.

	 	 	 
	 	(b) 	
      Each of the Leases is valid and subsisting and in good
      standing, there is no default thereunder and the Corporation is entitled
      to all rights and benefits thereunder. Neither the Corporation or any
      other party thereto is in breach of any of the provisions of any Lease and
      (subject to obtaining any consents, approvals, permits and
      acknowledgements required thereunder to the change in control of the
      Corporation herein contemplated) the completion of the transactions herein
      contemplated will not afford any of the parties to any Lease or any other
      Person (other than the Corporation) the right to terminate any Lease nor
      will the completion of the transactions herein contemplated result in any
      additional or more onerous obligation on the Corporation under any
      Lease.




	 	(34) 	
      Real Property – Schedule 5.2(34) to the
      Disclosure Letter contains accurate descriptions of all real property in
      respect of which the Corporation holds an interest, whether freehold,
      lease hold or otherwise.

	 	 	 
	 	(35) 	
      Full Disclosure - None of the foregoing
      representations and warranties and no document furnished by or on behalf
      of the Corporation or the Sellers to the Buyer or the Parent in connection
      with the negotiation of the transactions contemplated by this Agreement
      contain any untrue statement of a material fact or omit to state any
      material fact necessary to make any such statement or representation not
      misleading to a prospective buyer of the Shares seeking full information
      as to the Corporation and its properties, businesses and affairs. Except
      for those matters disclosed in this Agreement, there are no facts not
      disclosed in this Agreement which, if learned by the Buyer or the Parent,
      might reasonably be expected to materially diminish the Buyer’s or the
      Parent’s evaluation of the value of the Shares or which, if learned by the
      Buyer or the Parent, might reasonably be expected to deter the Buyer or
      the Parent from completing the transactions contemplated by this Agreement
      on the terms of this Agreement.



5.3                   
Representations and Warranties of the Buyer. The Buyer represents and
warrants to the Sellers as follows as of the date hereof and as of the Closing
Time: 




- 31 - 

	 	(1) 	
      Incorporation and Power - The Buyer is a
      corporation duly incorporated under the laws of the jurisdiction of its
      incorporation and is duly organized, validly subsisting and in good
      standing under such laws.

	 	 	 
	 	(2) 	
      Due Authorization - The Buyer has all necessary
      corporate power, authority and capacity to enter into this Agreement and
      all other agreements and instruments to be executed by it as contemplated
      by this Agreement and to carry out its obligations under this Agreement
      and such other agreements and instruments.

	 	 	 
	 		
      The execution and delivery of this Agreement and such
      other agreements and instruments and the completion of the transactions
      contemplated by this Agreement and such other agreements and instruments
      have been duly authorized by all necessary corporate action on the part of
      the Buyer.

	 	 	 
	 	(3) 	
      Enforceability of Obligations - This Agreement
      constitutes a valid and binding obligation of the Buyer enforceable
      against the Buyer in accordance with its terms subject, however, to
      limitations on enforcement imposed by bankruptcy, insolvency,
      reorganization or other laws affecting creditors’ rights generally and to
      the extent that equitable remedies such as specific performance and
      injunctions are only available in the discretion of the court from which
      they are sought.

	 	 	 
	 	(4) 	
      Absence of Conflicting Agreements - The execution,
      delivery and performance of this Agreement by the Buyer and the completion
      (with any required Buyer Consents and Approvals) of the transactions
      contemplated by this Agreement do not and will not result in or constitute
      a default, breach or violation or an event that, with notice or lapse of
      time or both, would be a default, breach or violation of any of the terms,
      conditions or provisions of any agreement to which the Buyer is bound or
      the constating documents of the Buyer.

	 	 	 
	 	(5) 	
      Litigation - To the best of the Buyer’s knowledge
      there is no action, suit, proceeding, claim, application, complaint or
      investigation in any court or before any arbitrator or before or by any
      regulatory body or governmental or non- governmental body pending or
      threatened by or against the Buyer for the purpose of enjoining,
      preventing or restraining the completion of the transactions contemplated
      by this Agreement, or which in the result, could adversely affect the
      right of the Buyer to acquire or retain the Purchase Shares.

	 	 	 
	 	(6) 	
      No Broker Fees - The Buyer has not incurred any
      Liabilities or obligations to pay any fees or commissions to any broker,
      finder, or agent with respect to this Agreement for which the Sellers
      could become liable or obligated.

	 	 	 
	 	(7) 	
      Acquisition of Purchase Shares - The Buyer is not
      acquiring the Purchase Shares with a view toward resale or with the
      current intention of making a public distribution of the same.

	 	 	 
	 	(8) 	
      Debentures - Upon issuance thereof to the Sellers
      in accordance with Section 2.2(3) the Debentures will be duly and validly
      created, authorized and issued in compliance with all applicable legal
      requirements.







- 32 - 

5.4                   
Representations and Warranties of the Parent. The Parent represents and
warrants to the Sellers as follows as of the date hereof and as of the Closing
Time:

	 	(1) 	
      Incorporation and Power - The Parent is a
      corporation duly incorporated under the laws of the jurisdiction of its
      incorporation and is duly organized, validly subsisting and in good
      standing under such laws.

	 	 	 
	 	(2) 	
      Due Authorization - The Parent has all necessary
      corporate power, authority and capacity to enter into this Agreement and
      all other agreements and instruments to be executed by it as contemplated
      by this Agreement and to carry out its obligations under this Agreement
      and such other agreements and instruments. The execution and delivery of
      this Agreement and such other agreements and instruments and the
      completion of the transactions contemplated by this Agreement and such
      other agreements and instruments have been duly authorized by all
      necessary corporate action on the part of the Parent.

	 	 	 
	 	(3) 	
      Enforceability of Obligations - This Agreement
      constitutes a valid and binding obligation of the Parent enforceable
      against the Parent in accordance with its terms subject, however, to
      limitations on enforcement imposed by bankruptcy, insolvency,
      reorganization or other laws affecting creditors’ rights generally and to
      the extent that equitable remedies such as specific performance and
      injunctions are only available in the discretion of the court from which
      they are sought.

	 	 	 
	 	(4) 	
      Absence of Conflicting Agreements - The execution,
      delivery and performance of this Agreement by the Parent and the
      completion (with any required Parent Consents and Approvals) of the
      transactions contemplated by this Agreement do not and will not result in
      or constitute a default, breach or violation or an event that, with notice
      or lapse of time or both, would be a default, breach or violation of any
      of the terms, conditions or provisions of any agreement to which the
      Parent is bound or the constating documents of the Parent.

	 	 	 
	 	(5) 	
      Litigation - To the best of the Parent’s knowledge
      there is no action, suit, proceeding, claim, application, complaint or
      investigation in any court or before any arbitrator or before or by any
      regulatory body or governmental or non- governmental body pending or, to
      the best of the Parent’s knowledge, threatened by or against the Parent
      for the purpose of enjoining, preventing or restraining the completion of
      the transactions contemplated by this Agreement, or which in the result,
      could adversely affect the right of the Parent to issue the Share
      Consideration or the Conversion Shares.

	 	 	 
	 	(6) 	
      No Broker Fees - The Buyer has not incurred any
      Liabilities or obligations to pay any fees or commissions to any broker,
      finder, or agent with respect to this Agreement for which the Sellers
      could become liable or obligated.

	 	 	 
	 	(7) 	
      Share Consideration - The Share Consideration will
      be duly and validly created, authorized, allotted and issued in compliance
      with all applicable legal







- 33 - 

requirements and will be duly and
validly authorized, allotted and issued as fully-paid and non-assessable Common
shares in the capital of the Parent. 

5.5                   
Survival of Representations and Warranties.

	 	(1) 	
      The representations and warranties of the Sellers
      contained in Section 5.1 and of the Management Sellers and the Corporation
      contained in Sections 5.2(1), 5.2(2) and 5.2(3) shall survive the Closing,
      and notwithstanding the Closing and any inspection or inquiries made by or
      on behalf of the Buyer and the Parent, shall continue in full force and
      effect for the benefit of the Buyer and the Parent.

	 	 	 
	 	(2) 	
      The representations and warranties of the Management
      Sellers and the Corporation contained in Sections 5.2(20), 5.2(21),
      5.2(22), 5.2(23), 5.2(24) and 5.2(25) shall survive the Closing, and
      notwithstanding the Closing and any inspection or inquiries made by or on
      behalf of the Buyer and the Parent, shall continue in full force and
      effect for the benefit of the Buyer and the Parent.

	 	 	 
	 	(3) 	
      The representations and warranties of the Management
      Sellers and the Corporation contained in Sections 5.2(4) through 5.2(19)
      and 5.2(26) through 5.2(34) or any other agreement, certificate or
      instrument delivered pursuant to this Agreement shall survive the Closing
      for a period of two years from the Closing Date, and notwithstanding the
      Closing and any inspection or inquiries made by or on behalf of the Buyer
      and the Parent, shall continue in full force and effect for the benefit of
      the Buyer and the Parent, after which time the Sellers shall be released
      from all obligations in respect of such representations and warranties
      except with respect to any Claims asserted by the Buyer and the Parent in
      writing (setting out in reasonable detail the nature of the Claim and the
      approximate amount of such Claim) before the expiration of such
    period.

	 	 	 
	 	(4) 	
      The representations and warranties of the Buyer contained
      in Section 5.3 or any other agreement, certificate or instrument delivered
      pursuant to this Agreement shall survive the Closing for a period of two
      years from the Closing Date, and notwithstanding the Closing, shall
      continue in full force and effect for the benefit of the Sellers, after
      which time the Buyer shall be released from all obligations in respect of
      such representations and warranties except with respect to any claims
      asserted by the Sellers in writing (setting out in reasonable detail the
      nature of the claim and the approximate amount thereof) before the
      expiration of such period.

	 	 	 
	 	(5) 	
      The representations and warranties of the Parent
      contained in Section 5.4 or any other agreement, certificate or instrument
      delivered pursuant to this Agreement shall survive the Closing for a
      period of two years from the Closing Date, and notwithstanding the
      Closing, shall continue in full force and effect for the benefit of the
      Sellers, after which time the Parent shall be released from all
      obligations in respect of such representations and warranties except with
      respect to any claims asserted by the Sellers in writing (setting out in
      reasonable detail the nature of the claim and the approximate amount
      thereof) before the expiration of such period.







- 34 - 

5.6                   
Definition of Knowledge. The words “to the knowledge of” mean, when
modifying a representation, warranty or other statement of any Person, that the
fact or situation described therein is or was known by the Person (or, in the
case or a Person other than a natural Person, known by any current or former
director or officer of that Person) making the representation, warranty or other
statement, or with the exercise of reasonably comprehensive due diligence under
the circumstances (in accordance with the standard of what a reasonable and
prudent Person in similar circumstances would have done), including without
limitation after having made reasonably comprehensive inquiries to and
investigations of the Corporation and its Directors and Officers, would have
been known by the Person (or, in the case of a Person other than a natural
Person, would have been known by such Director or Officer of that Person). 

ARTICLE 6 
INDEMNIFICATION AND LIMITATION OF
LIABILITY 

6.1                   
Indemnity by Individual Seller. Each Seller shall severally, but not
jointly, indemnify and hold each of the Buyer, the Parent and the Corporation
and their respective directors, officers, employees, agents, representatives and
the Buyer’s and the Parent’s Affiliates (each an “Indemnified Party”)
harmless in respect of any claim, demand, action, cause of action, damage, loss,
cost, liability or expense (including without limitation reasonable attorneys’
fees on a solicitor and own client basis) (hereinafter referred to as a
“Claim”) which may be made or brought against an Indemnified Party or
which it may suffer or incur directly or indirectly as a result of, in respect
of or arising out of: 

	 	(1) 	
      any incorrectness in or breach of any representation or
      warranty of the Seller contained in Section 5.1 of this Agreement or under
      any other agreement, certificate or instrument executed and delivered by
      the Seller pursuant to this Agreement; or

	 	 	 
	 	(2) 	
      any breach of or any non-fulfilment of any covenant or
      agreement on the part of the Seller under this Agreement or under any
      other agreement, certificate or instrument executed and delivered by the
      Seller pursuant to this Agreement.



6.2                   
Indemnity by Sellers Collectively. The Sellers shall jointly and
severally indemnify and hold each of the Indemnified Parties harmless in respect
of any Claim which may be made or brought against an Indemnified Party or which
it may suffer or incur directly or indirectly as a result of, in respect of or
arising out of: 

	 	(1) 	
      any incorrectness in or breach of any representation or
      warranty of the Corporation, or the Sellers contained in Section 5.2 of
      this Agreement or under any other agreement, certificate or instrument
      executed and delivered by the Corporation, or by Sellers in their
      capacities as officers of the Corporation and not in their personal
      capacities, pursuant to this Agreement; or

	 	 	 
	 	(2) 	
      any breach or non-fulfillment of any covenant or
      agreement on the part of the Corporation under this Agreement or under any
      other agreement, certificate or instrument executed and delivered by the
      Corporation pursuant to this Agreement.







- 35 - 

6.3                   
Notice of Claim. If an Indemnified Party becomes aware of a Claim in
respect of which indemnification is provided for pursuant to either of Sections
6.1 or 6.2, as the case may be, the Indemnified Party shall promptly give
written notice of the Claim to the Indemnifying Party. Such notice shall specify
whether the Claim arises as a result of a claim by a Person against the
Indemnified Party (a “Third Party Claim”) or whether the Claim does not
so arise (a “Direct Claim”), and shall also specify with reasonable
particularity (to the extent that the information is available): 

	 	(1) 	
      the factual basis for the Claim; and

	 	 	 
	 	(2) 	
      the amount of the Claim, if
known.



6.4                   
Direct Claims. In the case of a Direct Claim, the Indemnifying Party
shall have 60 days from receipt of notice of the Claim within which to make such
investigation of the Claim as the Indemnifying Party considers necessary or
desirable. For the purpose of such investigation, the Indemnified Party shall
make available to the Indemnifying Party the information relied upon by the
Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying Party may reasonably request. If both parties
agree at or before the expiration of such 60 day period (or any mutually agreed
upon extension thereof) to the validity and amount of such Claim, the
Indemnifying Party shall immediately pay to the Indemnified Party the full
agreed upon amount of the Claim, failing which the matter shall be referred to
binding arbitration in such manner as the parties may agree or shall be
determined by a court of competent jurisdiction. 

6.5                   
Third Party Claims. In the case of a Third Party Claim, the Indemnifying
Party shall have the right, at its expense, to participate in or assume control
of the negotiation, settlement or defence of the Claim. If the Indemnifying
Party elects to assume such control, the Indemnifying Party shall reimburse the
Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses
incurred as a result of such participation or assumption. The Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf, provided that
the fees and disbursements of such counsel shall be paid by the Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel at
its expense or unless the named parties to any action or proceeding include both
the Indemnifying Party and the Indemnified Party and a representation of both
the Indemnifying Party and the Indemnified Party by the same counsel would be
inappropriate due to the actual or potential differing interests between them
(such as the availability of different defences). The Indemnified Party shall
cooperate with the Indemnifying Party so as to permit the Indemnifying Party to
conduct such negotiation, settlement and defence and for this purpose shall
preserve all relevant documents in relation to the Third Party Claim, allow the
Indemnifying Party access on reasonable notice to inspect and take copies of all
such documents and require its personnel to provide such statements as the
Indemnifying Party may reasonably require and to attend and give evidence at any
trial or hearing in respect of the Third Party Claim. If, having elected to
assume control of the negotiation, settlement or defence of the Third Party
Claim, the Indemnifying Party thereafter fails to conduct such negotiation,
settlement or defence with reasonable diligence, then the Indemnified Party
shall be entitled to assume such control and the Indemnifying Party shall be
bound by the results obtained by the Indemnified Party with respect to such
Third Party Claim. If any Third Party Claim is of a nature such that (i) 




- 36 - 

the Indemnified Party is required by Applicable Law or the
order of any court, tribunal or regulatory body having jurisdiction, or (ii) it
is necessary in the reasonable view of the Indemnified Party acting in good
faith and in a manner consistent with reasonable commercial practices, in
respect of (A) a Third Party Claim by a customer relating to products or
services supplied by the Business or (B) a Third Party Claim relating to any
Contract which is necessary to the ongoing operations of the Business or any
material part thereof in order to avoid material damage to the relationship
between the Indemnified Party and any of its major customers or to preserve the
rights of the Indemnified Party under such an essential Contract, to make a
payment to any person (a “Third Party”) with respect to the Third Party
Claim before the completion of settlement negotiations or related legal
proceedings, as the case may be, then the Indemnified Party may make such
payment and the Indemnifying Party shall, promptly after demand by the
Indemnified Party, reimburse the Indemnified Party for such payment.

6.6                   
Settlement of Third Party Claims. If the Indemnifying Party fails to
assume control of the defence of any Third Party Claim, the Indemnified Party
shall have the exclusive right to contest, settle or pay the amount claimed.
Whether or not the Indemnifying Party assumes control of the negotiation,
settlement or defence of any Third Party Claim, the Indemnifying Party shall not
settle any Third Party Claim without the written consent of the Indemnified
Party, which consent shall not be unreasonably withheld or delayed; provided,
however, that the Liability of the Indemnifying Party shall be limited to the
proposed settlement amount if any such consent is not obtained for any reason
within a reasonable time after the request therefor. 

6.7                   
Interest on Claims. The amount of any Claim submitted under Section 6.1 or Section 6.2 as damages or by
way of indemnification shall bear interest from and including the date any
Indemnified Party is required to make payment in respect thereof at the Prime
Rate calculated from and including such date to but excluding the date
reimbursement of such Claim by the Indemnifying Party is made, and the amount of
such interest shall be deemed to be part of such Claim. 

6.8                   
Tax Adjustments.

	 	(1) 	
      The amount of any Claim submitted under Sections 6.1 and
      6.2 as damages or by way of indemnification shall be determined on an
      after-Tax basis, and without limiting the generality of the foregoing
      shall:

	 	 	 	 
	 		(a) 	
      be net of the present value of any Tax benefits to the
      Indemnified Party resulting from the claim for indemnity and
      indemnification; and

	 	 	 	 
	 		(b) 	
      include the amount necessary to hold the Indemnified
      Party harmless after Tax;



and the present value of any Tax
benefits shall be the amount, calculated on the date that is the Business Day
immediately preceding the date of payment of the Claim, that is required to
provide a yield from such date to the last day of the latest taxation year of
the Indemnified Party to which the Tax benefits relate that is equal to the sum
of the yield to maturity on such date, assuming semi-annual 




- 37 - 

compounding, that a non-callable
Government of Canada bond would carry if issued in Canadian dollars in Canada at
100% of its principal amount on such date and maturing approximately on the last
day of the latest taxation year of the Indemnified Party to which the Tax
benefits relate, plus five percent. 

	 	(2) 	
      The amount of any Claim submitted under Sections 6.1 and
      6.2 as damages or by way of indemnification as determined without regard
      to this Section 6.8 shall be increased, if said amount is taxable
      according to applicable legislation, by an amount equal to the rate of
      Goods and Services Tax applied to such amount.



6.9                   
Set-off. Subject to the provisions of Section 6.10, the Buyer and the
Parent shall be entitled to set-off the amount of any Claim submitted under
Sections 6.1 and 6.2 as damages or by way of indemnification against any other
amounts payable by the Buyer or the Parent to the Sellers whether under this
Agreement, the Debentures, or otherwise. 

6.10                   Limitations
on Liability.

	 	(1) 	
      No Indemnified Party shall deliver a first notice under
      Section 6.3 of a Claim for indemnification pursuant to Sections 6.1 and
      6.2, in connection with a breach of a representation or warranty after the
      expiry date of the applicable representation or warranty as set forth in
      Section 5.5. This Section 6.10(1) shall not prevent the Indemnified Party
      from being indemnified in full for all Claims in respect of a breach of a
      representation or warrant if the general subject matter of the Claim was
      set out in a notice delivered prior to the expiry date of the applicable
      representation or warranty.

	 	 	 
	 	(2) 	
      The liability of each Seller to the Indemnified Parties
      pursuant to Section 6.2, (other than in connection with a breach of a
      representation or warranty in Section 5.2(1), 5.2(2) or 5.2(3) of this
      Agreement) shall be limited to that Seller’s proportionate share of amount
      of the Claim. The proportionate share of liability of each Seller shall be
      determined by the fraction of which the numerator is the aggregate
      consideration received by that Seller for that Seller’s Shares and before
      deducting any Expenses and the denominator is the total Purchase
    Price.

	 	 	 
	 	(3) 	
      (3) Notwithstanding sections 6.10(1) and 6.10(2), no
      Indemnified Party shall make a Claim against the Sellers in respect of the
      breach of any warranty, representation, covenant or obligation of the
      Sellers in or under this Agreement or in or under any document, instrument
      or agreement delivered pursuant to this Agreement unless and until the
      aggregate amount of all Claims exceeds C$20,000, and the Sellers shall
      have liability only to the extent that the aggregate amount of the Claims
      exceedsC$20,000.



ARTICLE 7 
INTERIM PERIOD 

7.1                   
Investigation. Until the Closing, the Buyer, the Parent and their
representatives and advisers shall be permitted to make such investigations,
inspections, surveys or tests of the 




- 38 - 

properties and assets of the Corporation and its Affiliates and
of their respective financial and legal condition as the Buyer or the Parent
deems necessary or desirable to familiarize itself with such properties, assets
and other matters. Without limiting the generality of the foregoing, the Buyer
and the Parent shall, during normal business hours, be permitted complete access
to all documents relating to information scheduled or required to be disclosed
under this Agreement, to the Books and Records, the Material Contracts, the Real
Property, the Leased Premises, the Employees, records regarding suppliers,
customers and regulators and environmental reports, surveys, inspection reports
and all other reports prepared by advisers of the Corporation, its predecessor
companies and its Affiliates (and the Corporation and the Sellers shall provide
photocopies to the Buyer of all such written information and documents as may be
reasonably requested by the Buyer or the Parent). The Buyer or the Parent shall
not access any Employees without first notifying the Corporation of the
intention to do so, and then only under the supervision of the Corporation; the
Buyer or the Parent shall not interfere with the Employee’s performance of his
or her duties.

7.2                   
Authorizations. The Sellers shall cause the Corporation to execute and
deliver any authorizations required to permit the investigations, inspections,
surveys or tests described in Section 7.1. 

7.3                   
Confidentiality. Each Party shall keep this Agreement and its terms
confidential, and shall make no press release or public disclosure, either
written or oral, regarding the transactions contemplated by this Agreement
without the prior knowledge and consent of the other parties hereto; provided
that the foregoing shall not prohibit any disclosure (i) by press release,
filing or otherwise as required by securities laws or rules of any applicable
stock exchange and (ii) to attorneys, accountants, investment bankers or other
agents of the parties assisting the parties in connection with the transactions
contemplated by this Agreement. 

7.4                   
Risk of Loss. Until the Closing, the Sellers shall cause the Corporation
to maintain in force all the policies of property damage insurance under which
any of the assets is insured. If before the Closing any of the assets is lost,
damaged or destroyed and the loss, damage or destruction constitutes a Material
Adverse Change, then: 

	 	(1) 	
      the Buyer and the Parent may terminate this Agreement in
      accordance with the provisions of Article 4; or

	 	 	 
	 	(2) 	
      the Buyer and the Parent may require the Sellers to
      reduce the Purchase Price by the amount of the replacement cost of the
      assets which were lost, damaged or destroyed less the amount of any
      proceeds of insurance payable as a result of the
  occurrence.



7.5                   
  Ordinary Course of Business. Prior to the Closing, except with the prior
  written consent of the Buyer and the Parent (which may be withheld for any reason),
  the Corporation agrees and the Sellers shall cause the Corporation:

	 	(a) 	
      not to make any cash withdrawals, except that the
      Corporation may declare a cumulative divided of 100% of the after tax
      profit for each full month of the period January 1, 2006 to Closing
      (collectively, the







- 39 - 

	  		
      “Aggregate Cumulative Dividend”). Effective
      Closing, interest will accrue at a rate of 5% per annum on any and all
      outstanding portion of the Aggregate Cumulative Dividend. The Aggregate
      Cumulative Dividend shall be payable in 15 equal payments (each a
      “Dividend Payment”), to be paid once every month (the “Payment
      Period”) commencing on the first day of the fourth calendar month
      immediately following the Closing Date; provided however, that no Dividend
      Payment shall be made in a particular Payment Period unless the Payment
      Period-end Working Capital is at least C$1,000,000 (after deduction for
      all applicable taxes owing up to March 31, 2006). In the event that in any
      particular Payment Period the Payment Period-end Working Capital is less
      than C$1,000,000 (after deduction for all applicable taxes owing up to
      March 31, 2006) any Dividend Payment that is payable in such Payment
      Period shall be postponed until the next Payment Period in which the
      Payment Period-end Working Capital exceeds C$1,000,000 (after deduction
      for all applicable taxes owing up to March 31, 2006); 

	Initials 
	  
	  
	  
	  
	  
	  
	










	 	(b) 	
      not to make or agree to make any material change in the
      compensation of any Director, Officer or Employee and not to pay or agree
      to pay or set aside any bonus, profit sharing, retirement, insurance,
      death, severance or fringe benefit or other extra-ordinary or indirect
      compensation to, for or on behalf of any Director, Officer or Employee
      other than as set out in Schedule 5.2(17) to the Disclosure
  Letter;

	 	 	 
	 	(c) 	
      not to sell, pledge, allot, reserve, set aside or issue,
      purchase or redeem any shares in its capital stock or of any subsidiary or
      any class of securities convertible or exchangeable into, or rights,
      warrants or options to acquire, any such shares or other convertible or
      exchangeable securities, except for the issuance of Shares upon the
      exercise or conversion in accordance with their terms of convertible
      securities outstanding prior to the date hereof;

	 	 	 
	 	(d) 	
      not to guarantee the payment of material indebtedness or
      incur material indebtedness for money borrowed or issue or sell any debt
      securities;

	 	 	 
	 	(e) 	
      not to sell, assign, transfer, mortgage, pledge or
      otherwise encumber any of the assets, except for sales of Inventories or
      purchase money security interests made or granted, as the case may be, in
      the normal course of business;

	 	 	 
	 	(f) 	
      not to enter into any contract, agreement, commitment or
      transaction outside the normal course of business;

	 	 	 
	 	(g) 	
      not to declare or cause to be paid any dividend or make
      any other form of distribution or payment on the Shares or any other
      securities of the Corporation;







- 40 - 

	 	(h) 	
      not to cancel or amend any policy of insurance which
      relates to the Corporation or any of the assets, except with the prior
      written consent of the Buyer and the Parent;

	 	 	 	 
	 	(i) 	
      not to enter into any Material Contracts, except in the
      normal course of business;

	 	 	 	 
	 	(j) 	
      not to deviate materially from any of its sales,
      expenditures or overhead forecasts;

	 	 	 	 
	 	(k) 	
      to pay before delinquency all Taxes and other obligations
      which become due and payable by the Corporation;

	 	 	 	 
	 	(l) 	
      generally, to carry on the Business in the normal course
      and substantially in the manner in which such Business has been operated
      to date and use all reasonable efforts to preserve intact its present
      business organization and assets, keep available the services of its
      present officers and employees and others having business dealings with it
      to the end that its goodwill, business and assets shall be maintained,
      perform all of its obligations under all agreements to which it is a party
      or by which it is bound, maintain its books and records and accounts in
      the ordinary and regular course and record all transactions on a basis
      consistent with past practice; and

	 	 	 	 
	 	(m) 	
      promptly advise the Buyer and the Parent orally and, if
      then requested, in writing:

	 	 	 	 
	 		(i) 	
      of any event occurring subsequent to the date of this
      Agreement that would render any representation or warranty of the
      Corporation contained in this Agreement (except any such representation or
      warranty which speaks as of a date prior to the occurrence of such event),
      if made on or as of the date of such event or the Closing Date, untrue or
      inaccurate in any material respect;

	 	 	 	 
	 		(ii) 	
      of any Material Adverse Change in respect of the
      Corporation; and

	 	 	 	 
	 		(iii) 	
      of any material breach by the Corporation of any covenant
      or agreement contained in this Agreement.



7.6                   
Regulatory Approvals. The Sellers shall cooperate, and shall cause the
Corporation to cooperate, with the Buyer and the Parent and render all necessary
assistance required by the Buyer or the Parent in connection with any
application, notification or filing of the Buyer or the Parent to or with the
Bureau of Competition Policy pursuant to the Competition Act (Canada) or
the Director under the Investment Canada Act. 

7.7                   
Updates to Information. The Sellers shall update on or before the
Closing, by amendment or supplement, any of the informational disclosure
schedules referred to in this 




- 41 - 

Agreement and any other disclosure in writing from the Sellers
  to the Buyer and the Parent as soon as reasonably possible after new or conflicting
  information comes to the attention of the Sellers. The Buyer or the Parent shall
  not be obligated to accept any such amendment or supplement and receipt of any
  such amendment or supplement shall not be deemed to be a waiver or release by
  the Buyer or the Parent of any provision of this Agreement.

ARTICLE 8 
EXCLUSIVITY, NON-SOLICITATION AND ACCESS
TO INFORMATION 

8.1                   
Covenants Regarding Non-Solicitation. The Corporation and each of the
Sellers will, and will cause the Corporation and its management, directors,
officers, advisors and subsidiaries to, immediately cease all existing
discussions or negotiations with any Person other than the Buyer and the Parent,
and not commence or continue discussions or negotiations with any other Person
in relation to the sale of the Shares (or the sale of the Corporation’s assets
and undertaking) or (except as required by law) furnish to any person any
information with respect to the Corporation until December 31, 2006
(“Exclusivity Period”). In particular each of the Persons named above
shall not solicit, initiate or knowingly encourage any offer for all or any of
the Shares from any person (and ensure that the Corporation does not solicit,
initiate or knowingly encourage any offer for the whole or part of its assets
and undertaking, except for the sale of assets in the ordinary course of
business).

8.2                   
Access to Information. The Corporation and each of Sellers has since
February 21, 2006 and will until the Closing, and has caused since February 21,
2006 and will cause until the Closing the Corporation and its management,
directors, officers and advisors to:

	 	(1) 	
      not disclose any confidential or proprietary information
      relating to the Corporation (or the assets and undertaking of the
      Corporation) to any Person and ensure that the Corporation does not
      disclose any such information, except in the ordinary course of its
      business;

	 	 	 
	 	(2) 	
      promptly make available to the Buyer, the Parent and
      their professional advisers all information requested as part of the
      Buyer’s and the Parent’s due diligence, or in connection with the proposed
      acquisition; and

	 	 	 
	 	(3) 	
      use all reasonable endeavours to ensure that Closing
      occurs by the date specified in Section 9.1(3)(c).



8.3                   
Remedies. The Parties hereto acknowledge and agree that an award of money
damages would be inadequate for any breach of this Agreement by any Party or its
representatives and any such breach would cause the non-breaching Party
irreparable harm. Accordingly, the Parties hereto agree that, in the event of
any breach or threatened breach of this Agreement by one of the Parties, the
non-breaching Party will also be entitled, without the requirement of posting a
bond or other security, to equitable relief, including injunctive relief and
specific performance. Such remedies will not be the exclusive remedies for any
breach of this Agreement but will be in addition to all other remedies available
at law or equity to each of the Parties. 




- 42 - 

ARTICLE 9 
TERMINATION 

9.1                   
Termination.

	 	(1) 	
      If any condition contained in Section
      4.1 is not satisfied at or before December 31, 2006 to
      the satisfaction of the Buyer and the Parent, then the Buyer and the
      Parent may by notice to the other Parties terminate this Agreement and the
      obligations of the Parties hereunder, but without detracting from the
      rights of the Buyer and the Parent arising from any breach by the other
      Parties but for which the condition would have been satisfied.

	 	 	 	 
	 	(2) 	
      If any condition contained in Section 4.3 is not satisfied at or before December 31, 2006,
      to the satisfaction of the Sellers, then the Sellers may by notice to the
      Buyer and the Parent terminate this Agreement and
      the obligations of the Parties hereunder, but without detracting from the
      rights of the Sellers arising from any breach by the Buyer and the Parent
      but for which the condition would have been satisfied.

	 	 	 	 
	 	(3) 	
      This Agreement may be terminated by:

	 	 	 	 
	 		(a) 	
      the mutual written agreement of the Parties
  hereto;

	 	 	 	 
	 		(b) 	
      either the Buyer and the Parent or the Sellers, if there
      shall be passed any law or regulation that makes consummation of the
      transactions contemplated by this Agreement illegal or otherwise
      prohibited or if any injunction, order or decree enjoining the Buyer, the
      Parent or the Sellers from consummating the transactions contemplated by
      this Agreement is entered and such injunction, order or decree shall
      become final and non- appealable; or

	 	 	 	 
	 		(c) 	
      if the Closing does not occur on or prior to December 31,
      2006 then either the Buyer, the Parent or the Sellers may by notice to the
      other Parties terminate this Agreement and the obligations of the Parties
      hereunder; or

	 	 	 	 
	 		(d) 	
      if there has been a Material Adverse Change from February
      21, 2006, until the Closing, then the Buyer or the Parent may by notice to
      the Sellers terminate this Agreement and the obligations of the Parties
      hereunder.



9.2                   
No Prejudice on Termination. Any termination of this Agreement under
Section 9.1 shall be without prejudice to the rights of the parties arising on
or before termination of this Agreement under Section 7.3 and Article 8.


9.3                   
Termination Fee Payable to Parent. Notwithstanding any other provisions
hereof, if this Agreement is terminated or the transactions contemplated
hereunder are not consummated because the Buyer or the Parent has terminated
this Agreement pursuant to Section 9.1(1) hereof, the Corporation and the
Sellers shall jointly and severally pay to the Buyer, within 10 business days of such termination, a fee equal to
C$150,000 as liquidated damages, in 




- 43 - 

immediately available funds to an account designated by the
Buyer, provided that such fee shall not be payable if the Buyer or Parent
shall have terminated this Agreement pursuant to Section 9.1(1) under
circumstances where the failure to satisfy a condition in Section 4.1 was a
direct result of circumstances that were beyond the control of the Corporation
and the Sellers. 

ARTICLE 10 
GENERAL 

10.1                   
Expenses. Each of the Sellers shall be responsible for its own legal and
other expenses (including any Taxes imposed on such expenses) incurred in
connection with the due diligence, negotiation, preparation, execution, delivery
and performance of this Agreement and the transactions contemplated by this
Agreement and for the payment of any broker’s commission, finder’s fee or like
payment payable by it in respect of the purchase and sale of the Shares pursuant
to this Agreement (and including without limitation any fees or other payments
to Directors, Officers and Employees in connection with the foregoing) whether
accruing before, at or after the Closing (collectively, the “Expenses”),
but excluding the costs of the annual audit of the Corporation incurred in
preparation of the Audited Financial Statements, which are acknowledged to be a
cost in the normal course of business of the Corporation. The Sellers shall pay
from the Purchase Price on a pro rata basis all Expenses of the Corporation or
its subsidiaries for which the Corporation or its subsidiaries would otherwise
be liable and such Expenses shall not be paid by the Corporation or its
subsidiaries. The Buyer and the Parent shall be responsible for their own
Expenses. 

10.2                   
Public Announcements. Except to the extent otherwise required by law or
with the prior consent of the other Parties, neither Party shall make any public
announcement regarding this Agreement or the transactions contemplated by this
Agreement. 

10.3                   
Corporation Notices.

	 	(1) 	
      Any notice, certificate, consent, determination or other
      communication required or permitted to be given or made under this
      Agreement shall be in writing and shall be effectively given and made if
      (i) delivered personally, (ii) sent by prepaid courier service or mail, or
      (iii) sent prepaid by fax or other similar means of electronic
      communication, in each case to the applicable address set out
  below:



if to any of the Sellers or the
Corporation, to: 

Albion Services Ltd., the Tsang Family
  Trust, Century I Holdings Inc., David McAlpine, Paul Heathcote, Gundyco ITF
  Marilyn Lee / Anthony Lee, Marilyn Lee and/or PTL Electronics Ltd.

	 	#208 – 1538 Cliveden Ave. 
	 	Delta, B.C., V3M 6J8 
	 	Phone: 	(604) 515-9886 
	 	Fax: 	(604) 515-1484 
	 	Attention: 	Mr. Paul Heathcote 






- 44 - 

	 	with a copy to: 	  
	 	  	  
	 	Cohan, Buchan, Edwards 
	 	#208 – 4940 No. 3 Road 
	 	Richmond, B.C., V6X 3A5 
	 	Phone: 	(604) 273-6411 
	 	Fax: 	(604) 273-4512 
	 	Attention: 	Mr. Barry Grabowski 
	 	  	  
	 	if to the Buyer or the Parent, to: 
	 	  	  
	 	Moventis Capital, Inc. 
	 	Suite 304, 1959 – 152nd Street 
	 	White Rock, BC, Canada V4A 9P3 
	 	Phone: 	604-288-2430 
	 	Fax: 	604-357-1266 
	 	Attention: 	Blake Ponuick 
	 	  	  
	 	with a copy to: 	  
	 	  	  
	 	Fasken Martineau DuMoulin LLP 
	 	2100 – 1075 West Georgia Street 
	 	Vancouver, BC, Canada V6E 3G2 
	 	Phone: 	604 631 4734 
	 	Fax: 	604 632 4734 
	 	Attention: 	Iain Mant 



	 	(2) 	
      Any such communication so given or made shall be deemed
      to have been given or made and to have been received on the day of
      delivery if delivered, or on the day of faxing or sending by other means
      of recorded electronic communication, provided that such day in either
      event is a Business Day and the communication is so delivered, faxed or
      sent before 4:00 p.m. (recipient location time) on such day. Otherwise,
      such communication shall be deemed to have been given and made and to have
      been received on the next following Business Day. Any such communication
      sent by mail shall be deemed to have been given and made and to have been
      received on the fifth Business Day following the mailing thereof; provided
      however that no such communication shall be mailed during any actual or
      apprehended disruption of postal services. Any such communication given or
      made in any other manner shall be deemed to have been given or made and to
      have been received only upon actual receipt.

	 	 	 
	 	(3) 	
      Any Party may from time to time change its address under
      this Section by notice to the other Parties given in the manner provided
      by this Section.



10.4                   
Time of Essence. Time shall be of the essence of this Agreement in all
respects. 




- 45 - 

10.5                   
Entire Agreement. This Agreement constitutes the entire agreement between
the Parties pertaining to the subject matter of this Agreement and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written. There are no conditions, warranties, representations or other
agreements between the Parties in connection with the
subject matter of this Agreement (whether oral or written, express or implied,
statutory or otherwise) except as specifically set out in this Agreement. 

10.6                   
Waiver. A waiver of any default, breach or non-compliance under this
Agreement is not effective unless in writing and signed by the party to be bound
by the waiver. No waiver shall be inferred from or implied by any failure to act
or delay in acting by a party in respect of any default, breach or
non-observance or by anything done or omitted to be done by the other party. The
waiver by a party of any default, breach or non-compliance under this Agreement
shall not operate as a waiver of that party’s rights under this Agreement in
respect of any continuing or subsequent default, breach or non-observance
(whether of the same or any other nature). 

10.7                   
Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such prohibition or unenforceability and shall be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction. 

10.8                   
Non-Merger. Each party hereby agrees that all provisions of this
Agreement, other than (a) the conditions in Article 4 and (b) the
representations and warranties contained in Article 5 and the related
indemnities in Sections 6.1 and 6.2 hereof (which shall be subject to the
special arrangements provided in such Articles or Sections) shall forever
survive the execution, delivery and performance of this Agreement, Closing and
the execution, delivery and performance of any and all documents delivered in
connection with this Agreement. 

10.9                   
Further Assurances. Each Party shall promptly do, execute, deliver or
cause to be done, executed and delivered all further acts, documents and things
in connection with this Agreement that the other Parties may reasonably require
for the purposes of giving effect to this Agreement. 

10.10                   
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Alberta and the laws of Canada
applicable in that Province and shall be treated, in all respects, as an Alberta
contract. Each of the Parties agrees that any action or proceeding related to
this Agreement or the transactions contemplated herein may (but need not) be
brought in any court of competent jurisdiction in the Province of Alberta, and
for that purpose hereby attorns and submits to the jurisdiction of such Alberta
court. 

10.11                   Successors
and Assigns. This Agreement shall enure to the benefit of, and be binding
on, the Parties and their respective successors and permitted assigns. Neither
Party may assign or transfer, whether absolutely, by way of security or
otherwise, all or any part of its respective rights or obligations under this
Agreement without the prior written consent of the other Parties. 




- 46 - 

10.12                   
Independent Legal Advice. Each of the Sellers acknowledges and agrees
that the Seller has been given an opportunity to obtain independent legal advice
with respect to the subject matter of this Agreement and the transactions
contemplated hereby and represents and warrants to the Buyer and to the
Corporation that the Seller has sought and obtained such independent legal
advice as the Seller considers necessary or advisable in connection herewith.


10.13                   
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same instrument.
Counterparts may be executed either in original or faxed form and the Parties
adopt any signatures received by a receiving fax machine as original signatures
of the Parties. Any Party providing its signature in such manner shall promptly
forward to the other Parties an original of the signed copy of this Agreement
which was so faxed. 

IN WITNESS WHEREOF the Parties have executed this Agreement.


		 )	 
	Witness 	 )	DAVID McALPINE 
		 )	 
	  	 )	  
		 	 
		 )	 
	Witness 	 )	PAUL HEATHCOTE 
		 )	 
	  	 )	  
		 	 
		 )	 
	Witness 	 )	MARILYN LEE 
		 )	 
	  	 )	  
	  	 	GUNDYCO, ITF MARILYN LEE / 
	  	 	ANTHONY LEE 
	  	 	  
	  	 	By:
  ________________________________________
	  	 	Authorized Signatory 
	  	 	  
	  	 	  
	  	 	ALBION SERVICES LTD. 
	  	 	  
	  	 	By:
  ________________________________________
	  	 	Authorized Signatory 






- 47 - 

	 	THE TSANG FAMILY TRUST 
	 	 
	 	By: ________________________________________
	 	             Dr. Gratio
      Tsang, as Trustee 
	 	 
	 	CENTURY I HOLDINGS INC. 
	 	 
	 	By: ________________________________________
	 	Authorized Signatory 
	 	  
	 	MOVENTIS CAPITAL, INC. 
	 	 
	 	By: ________________________________________
	 	Authorized Signatory 
	 	 
	 	PTL ACQUISITON CORP. 
	 	 
	 	By: ________________________________________
	 	Authorized Signatory 
	 	 
	 	PTL ELECTRONICS LTD. 
	 	 
	 	By: ________________________________________
	 	Authorized Signatory 






EXHIBIT A 

Share Transfer Form 

          FOR
VALUE RECEIVED, [NAME OF SELLER] hereby sells, assigns and transfers
unto PTL ACQUISITION CORP., a corporation incorporated under the laws of
British Columbia, ____________ Common Shares of PTL ELECTRONICS
LTD., a corporation incorporated under the laws of British Columbia (the
“Corporation”), standing in his/her/its name on the books of said
Corporation represented by Certificate(s) No._______herewith, and does hereby
irrevocably constitute and appoint _________________________attorney to transfer
the said shares on the books of said Corporation with full power of substitution
in the premises. 

Dated the ____ day of ___________, 2006. 

_______________________________________________

Print Name:
______________________________________

 

In presence of: 

_______________________________________________

Print Name: ______________________________________




EXHIBIT B 

Seller’s Bring-Down Certificate 

[NAME OF SELLER]

	TO: 	MOVENTIS CAPITAL, INC. 
	  	PTL ACQUISITION CORP. 
	  	
       

	RE: 	
      Share Purchase Agreement dated as of the ____ day of __________,
        2006 (the “Purchase Agreement”) among PTL Electronics
        Ltd. (the “Corporation”), Moventis Capital, Inc., PTL
        Acquisition Corp., and the shareholders of the Corporation. 

	  	
       

		
      (Capitalized words and phrases used but not defined
      herein have the meanings attributed to them in or for the purpose of the
      Purchase Agreement.) 



Except as otherwise set forth in Appendix “A”, attached hereto,
the undersigned, <*>, being a Seller, hereby certifies after making due
inquiry that: 

	 	(a) 	
      All representations and warranties of the Seller set
      forth in the section 5.1 of the Purchase Agreement, and in the event the
      Seller is a also a Management Seller, all representations and warranties
      of the Management Seller set forth in the section 5.2 of the Purchase
      Agreement, are true and correct on the Closing Date with the same force
      and effect as though made on the Closing Date.

	 	 	 
	 	(b) 	
      All covenants and obligations to be complied with and
      performed by the Seller under the Purchase Agreement on or before the
      Closing Date have been duly complied with and duly performed in all
      respects.




	DATED as of the ______ day of ____________, 2006. 	
	 	 
	 	 
	  	<*> 






EXHIBIT C 

Corporation’s Bring Down Certificate 

PTL ELECTRONICS LTD. 
(the “Corporation”)


	TO: 	MOVENTIS CAPITAL, INC. 
	  	PTL ACQUISITION CORP. 
	  	 
	RE: 	
      Share Purchase Agreement dated as of the ____ day of __________
        , 2006 (the “Purchase Agreement”) among the Corporation,
        Moventis Capital, Inc., PTL Acquisition Corp., and the shareholders of
        the Corporation. 



(Capitalized words and phrases used but
not defined herein have the meanings attributed to them in or for the purpose of
the Purchase Agreement.) 

Except as otherwise set forth in Appendix “A”, attached hereto,
the undersigned, Paul Heathcote, being the CEO and Chief Operating Officer of
the Corporation, and David McAlpine, being the Co-CEO and Vice President of
Sales of the Corporation hereby certify on behalf of the Corporation and not in
any personal capacity and without assuming any personal liability whatsoever,
after making due inquiry that: 

	 	(c) 	
      All representations and warranties of the Corporation set
      forth in the Purchase Agreement are true and correct on the Closing Date
      with the same force and effect as though made on the Closing
  Date.

	 	 	 
	 	(d) 	
      All covenants and obligations to be complied with and
      performed by the Corporation under the Purchase Agreement on or before the
      Closing Date have been duly complied with and duly performed in all
      respects.




	DATED as of the ____ day of _____________, 2006. 	
	  	Paul Heathcote, Co-CEO and 
	  	Chief Operating Officer of PTL Electronics
      Ltd. 
	  	  
	  	 
	  	David McAlpine, Co-CEO and 
	  	Vice President of Sales of PTL Electronics
      Ltd. 






EXHIBIT D 

Resignation of Director/Officer 

	TO: 	<*> 
	AND TO: 	The Directors Thereof 


I, the undersigned, do hereby resign as a Director of PTL
Electronics Ltd. without any compensation for so resigning, such resignation to
be effective immediately prior to the completion of the sale of all of the
shares of PTL Electronics Ltd. (the “Corporation”) by the Sellers. 

Dated this ______ day of ____________, 2006. 

__________________________________________
<*> 




EXHIBIT E 

Buyer’s Bring-Down Certificate 

PTL ACQUISITION CORP. 
(the “Corporation”)


	TO: 	PTL ELECTRONICS LTD. 
	AND TO: 	THE SHAREHOLDERS OF PTL ELECTRONICS LTD.
    



	RE: 	
      Share Purchase Agreement dated as of the ____ day of __________,
        2006 (the “Purchase Agreement”) among the Corporation,
        Moventis Capital, Inc., PTL Electronics Ltd. and the shareholders of PTL
        Electronics Ltd. 



(Capitalized words and phrases used but
not defined herein have the meanings attributed to them in or for the purpose of
the Purchase Agreement.) 

Except as otherwise set forth in Appendix “A”, attached hereto,
the undersigned, Blake Ponuick, being the President of the Corporation, and
Walter Kloeble, being the Chief Financial Officer of the Corporation hereby
certify on behalf of the Corporation and not in any personal capacity and
without assuming any personal liability whatsoever, after making due inquiry
that: 

	 	(e) 	
      All representations and warranties of the Corporation set
      forth in the Purchase Agreement are true and correct on the Closing Date
      with the same force and effect as though made on the Closing
  Date.

	 	 	 
	 	(f) 	
      All covenants and obligations to be complied with and
      performed by the Corporation under the Purchase Agreement on or before the
      Closing Date have been duly complied with and duly performed in all
      respects.




	DATED as of the ____ day of _____________, 2006. 	
	  	Blake Ponuick, President 
	  	  of PTL Acquisition Corp.
	  	  
	  	 
	  	Walter Kloeble, Chief Financial Officer 
	  	of PTL Acquisition Corp.







EXHIBIT F 

Parent’s Bring-Down Certificate 

MOVENTIS CAPITAL, INC. 
(the “Corporation”)


	TO: 	PTL ELECTRONICS LTD. 
	AND TO: 	THE SHAREHOLDERS OF PTL ELECTRONICS LTD.
    



	RE: 	
      Share Purchase Agreement dated as of the ____ day of __________,
        2006 (the “Purchase Agreement”) among the Corporation,
        [PTL. Acquisition Corp.], PTL Electronics Ltd. and the shareholders of
        PTL Electronics Ltd. 

	  	
       

		
      (Capitalized words and phrases used but not defined
      herein have the meanings attributed to them in or for the purpose of the
      Purchase Agreement.) 



Except as otherwise set forth in Appendix “A”, attached hereto,
the undersigned, Blake Ponuick, being the President of the Corporation, and
Walter Kloeble, being the Chief Financial Officer of the Corporation hereby
certify on behalf of the Corporation and not in any personal capacity and
without assuming any personal liability whatsoever, after making due inquiry
that: 

	 	(g) 	
      All representations and warranties of the Corporation set
      forth in the Purchase Agreement are true and correct on the Closing Date
      with the same force and effect as though made on the Closing
  Date.

	 	 	 
	 	(h) 	
      All covenants and obligations to be complied with and
      performed by the Corporation under the Purchase Agreement on or before the
      Closing Date have been duly complied with and duly performed in all
      respects.




	DATED as of the ____ day of _____________, 2006. 	
	  	Blake Ponuick, President 
	  	of Moventis Capital, Inc.
	  	  
	  	
	  	Walter Kloeble, Chief Financial Officer 
	  	of Moventis Capital, Inc.







EXHIBIT G 

Debenture 

THIS DEBENTURE AND THE UNDERLYING SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. 

PTL ACQUISTION CORP. 

DEBENTURE 

               FOR
VALUE RECEIVED, the undersigned PTL ACQUISTION CORP., a company incorporated
under the laws of British Columbia (the “Company”), hereby promises to pay to,
or to the order of, <*> (the “Holder”), the principal sum of <*>
DOLLARS ($<*>) of lawful money of Canada. The Company may prepay any
amount of the principal outstanding without notice, penalty or bonus. Except as
set forth in Section 7.2 hereof, the Holder has no right to demand repayment of
the principal outstanding under this Debenture prior to the Maturity Date (as
defined below). 

               This
Debenture is subject to the following terms and conditions and the Holder is
entitled to the benefits set out herein: 

ARTICLE 1 
DEFINITIONS AND INTERPRETATION 

1.1          Definitions


               For
the purposes of this Debenture, in addition to the words or expressions defined
parenthetically herein, the following words and expression shall have the
following meanings, respectively: 

	 	(a) 	
      “Business Day” means a day other than a Saturday, Sunday
      or any other day that is a statutory or civic holiday in the City of
      Vancouver;

	 	 	 
	 	(b) 	
      “Common Shares” means the common shares in the capital of
      Moventis bearing such designation, as such shares exist on the issue date
      of this Debenture, provided that in the event of any adjustment pursuant
      to Section 4.1, “Common Shares” shall thereafter mean the shares or other
      securities or property resulting from such adjustment and any shares of
      any other class of the shares in the capital








	 		
      of Moventis resulting from the reclassification or change
      of such Common Shares;

	 	 	 
	 	(c) 	
      “Conversion Price” means the price at which the principal
      outstanding hereunder may be repaid at the Company’s option by issuance of
      Common Shares, such price being the equivalent in Canadian funds of
      eight-five percent (85%) of the Market Price determined as at the date of
      repayment pursuant to Section 3.1 (the “Conversion Date”), provided that
      such price shall not be less than US$0.35 and not more than US$1.10. The
      Conversion Price shall be calculated using a currency conversion rate for
      the last thirty (30) days before the Conversion Date;

	 	 	 
	 	(d) 	
      “Debenture” means this non-negotiable Debenture of the
      Company in the principal sum of <*> DOLLARS ($<*>);

	 	 	 
	 	(e) 	
      “Event of Default” means any of the events described in
      Section 7.1;

	 	 	 
	 	(f) 	
      “Market Price” on any date, means the average, during the
      period of twenty (20) consecutive Trading Days ending on the fifth Trading
      Day before such date, of the closing prices per share at which the Common
      Shares have traded on the NASDAQ OTC Bulletin Board (the “Exchange”) or,
      if the Common Shares are not listed on the Exchange, then on such stock
      exchange on which the Common Shares are listed as may be selected for that
      purpose by the directors, provided that if, on any such Trading Day, and
      provided further that if the Common Shares are not listed on any stock
      exchange, then the Current Market Price of the Common Shares shall be
      determined by the directors of the Company;

	 	 	 
	 	(g) 	
      “Maturity Date” means 10:00 a.m. (Vancouver time) on the
      date which is <*>;

	 	 	 
	 	(h) 	
      “Moventis” means Moventis Capital, Inc., the parent of
      the Company;

	 	 	 
	 	(i) 	
      “Person” includes any individual, corporation, company,
      partnership, association, estate, trust or government or any agency or
      political subdivision of any government;

	 	 	 
	 	(j) 	
      “Share Purchase Agreement” has the meaning given in
      Section 2.4 hereof; and

	 	 	 
	 	(k) 	
      “Trading Day” means with respect to any stock exchange, a
      day on which shares may be traded through the facilities of the principal
      stock exchange on which the Common Shares are
listed.



1.2        
Interpretation 

               For
the purposes of this Debenture, except as expressly provided or unless the
context requires otherwise: 

	 	(a) 	
      the headings used throughout this Debenture are for ease
      of reference only and shall not in any way affect the meaning or
      interpretation of this Debenture;








	 	(b) 	
      any reference herein to a numbered or lettered part or
      section refers to the specified part or section of this
  Debenture;

	 	 	 
	 	(c) 	
      “hereto”, “herein”, “hereof”, “hereunder” and similar
      expressions refer to this Debenture and not to any particular part or
      section of this Debenture;

	 	 	 
	 	(d) 	
      any words or expressions contained in this Debenture
      which impart the singular number include the plural number and vice
      versa;

	 	 	 
	 	(e) 	
      any words or expressions contained in this Debenture
      which impart any gender include all genders; and

	 	 	 
	 	(f) 	
      unless otherwise provided herein, all dollar amounts
      expressed herein refer to lawful currency of
Canada.



1.3        
Proper Law and Attornment 

               This
Debenture and all matters arising hereunder shall be governed by and construed
in accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein. Each of the parties hereto, by the execution and
delivery of this Debenture, irrevocably and unconditionally, with respect to any
matter or thing arising out of or pertaining to this Debenture, hereby attorns
and submits to the jurisdiction of the courts of the Province of British
Columbia for the determination of all matters arising pursuant to this
Debenture. 

1.4         Non-Business
Days 

               Whenever
any payment hereunder shall become due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day. 

ARTICLE 2 
TERMS OF CONVERIBLE DEBENTURE 

2.1         Issue


               This
Debenture is issued in the principal sum of <*> DOLLARS ($<*>) of
lawful money of Canada. 

2.2         Payments


               The
principal amount outstanding hereunder is payable by the Company on the Maturity
Date. 

2.3         Adjustments
for Conversion 

               In
the event that part of the Debenture is repaid in accordance with Section 3.1,
the principal amount repaid pursuant to Section 3.1 shall be applied to reduce
the amount repayable on the Maturity Date. 




2.4         Witholding
for Indemnification Claim 

               In
the event that the Company or the Buyer makes a written claim for
indemnification pursuant to Article 6 of the share purchase agreement (the
“Share Purchase Agreement”) dated as of May 6, 2006 among Moventis, the Company,
the Holder, and certain others (an “Indemnification Claim”), the Company shall
be entitled to withhold the amount of the Indemnification Claim from any and all
amounts owing under this Debenture pending a final determination of the
Indemnification Claim (a “Final Determination”). If the Company makes an
Indemnification Claim prior to the Maturity Date, pending a Final Determination,
the Company shall withhold the amount of the Indemnification Claim from the
amount repayable on the Maturity Date, and the amount payable to the Holder on
the Maturity Date will be reduced accordingly. The amount owed to the Company
pursuant to the Indemnification Claim upon a Final Determination is referred to
as the “Determined Amount”. 

2.5         Adjustment
of Final Repayment Amount 

               Where
a Final Determination has been made with respect to an Indemnification Claim,
the Company shall be entitled to set off the Determined Amount against the
amount repayable on the Maturity Date, which amount shall be deemed to be
reduced by the Determined Amount, and the amount payable to the Holder on the
Maturity Date will be reduced accordingly. Upon Final Determination, any amounts
withheld pursuant to this Section 2.5 in excess of the Determined Amount shall
be paid promptly to the Holder, if the Maturity Date has passed. 

ARTICLE 3 
REPAYMENT BY CONVERSION 

3.1         Company’s
Right to Repay by Common Shares 

               At
the option of the Company, at any time prior to the Maturity Date the principal
due hereunder may be repaid in whole or in part by the delivery by the Company
of that number of fully-paid and non-assessable Common Shares equal to the
amount of principal to be converted divided by the Conversion Price. If
following the repayment under this Section 3.1, principal remains outstanding,
the Company shall deliver to the Holder, against receipt of this Debenture for
cancellation, a replacement Debenture in the same form as this Debenture in
respect of the principal balance remaining outstanding. 

ARTICLE 4 
ADJUSTMENTS 

4.1         Adjustment
to Common Shares 

               If,
prior to the Maturity Date, Moventis undertakes any reclassification of, or
other change in (including a change resulting from consolidation or subdivision)
the outstanding Common Shares; or in case of any issue of Common Shares (or
securities convertible into Common Shares) to all or substantially all of the
holders of its outstanding Common Shares by way of a formal stock dividend; the
number of Common Shares to be issued upon exercise of the repayment option under
Section 3.1 shall, after such reclassification, change, issue, or dividend, 




be equal to the number of shares or other securities or
property of Moventis, to which the Holder would have been entitled to upon such
reclassification, change, or dividend.

4.2         Applicable
Securities Legislation 

               The
Company will not, directly or indirectly, do any act or thing or, to the extent
that it is able, permit any act or thing to be done, which would remove or deny
any registration or prospectus exemption available under any applicable
securities legislation with respect to the issuance of Common Shares under this
Debenture. 

4.3         Waiver
of Presentment 

               The
Company hereby waives presentment for payment, notice of dishonour, protest and
notice of protest. 

ARTICLE 5 

  REPRESENTATIONS, WARRANTIES AND 

  COVENANTS OF THE COMPANY 

5.1         Representations
and Warranties 

               The
Company represents and warrants to the Holder that: 

	 	(a) 	
      with the exception of applicable regulatory approvals for
      any full or partial repayment by the issuance of Common Shares of the
      outstanding principal under Section 3.1 due pursuant to this Debenture as
      provided herein, the execution and delivery of this Debenture by the
      Company, the performance by the Company of its obligations hereunder and
      the consummation by the Company of the transactions contemplated hereby do
      not require any consent, approval or action of any federal, provincial,
      municipal, regulatory, administrative or governmental authority or court
      or self-regulatory body to whose jurisdiction the Company is subject or
      any party to any agreement, contract, mortgage, Debenture or any other
      instrument to which the Company is a party or is subject or by which the
      Company may be bound, except which has been obtained;

	 	 	 
	 	(b) 	
      the Company is a corporation duly organized and validly
      subsisting in good standing under the laws of British Columbia, has the
      corporate power and authority to own its property and to carry on its
      business as now being conducted by it or as currently proposed to be
      conducted in the future, is duly qualified as a corporation to do business
      and is in good standing in each jurisdiction in which the nature of its
      business makes such qualification necessary, has the corporate power and
      authority to execute, deliver and perform the terms and provisions of this
      Debenture, and has taken all necessary action to authorize the execution
      and delivery of this Debenture, and when executed and delivered this
      Debenture will constitute a legal, valid and binding obligation of the
      Company; and

	 	 	 
	 	(c) 	
      neither the execution nor delivery of this Debenture nor
      the transactions contemplated herein nor compliance with nor performance
      nor observance of the







terms and provisions of this Debenture
will, subject to the requirement to obtain all applicable regulatory approvals
in respect of the conversion into Common Shares as herein contemplated: 

	 	(i) 	
      contravene any provision of law, statute, rule or
      regulation to which the Company is subject or any judgment, decree, order
      or permit applicable to it;

	 	 	 
	 	(ii) 	
      contravene the Notice of Articles or Articles of the
      Company; or

	 	 	 
	 	(iii) 	
      conflict with or result in a breach of or constitute a
      default under any agreement or instrument, written or oral, to which the
      Company is a party or by which it is bound.



5.2        
Covenants 

               The
Company covenants and agrees that so long as this Debenture is outstanding,
unless agreed in writing by the Holder: 

	 	(a) 	
      the Company shall preserve and maintain its corporate
      existence and shall remain in good standing in each jurisdiction in which
      the nature of its business makes such qualification necessary;
  and

	 	 	 
	 	(b) 	
      the Company will give the Holder written notice of the
      occurrence of any Event of Default pursuant to Section 7.2
  below.



ARTICLE 6 
SUPPORT BY MOVENTIS 

6.1         Support
by Moventis 

               Moventis
will take all such actions and do all such things as are reasonably necessary or
desirable to enable and permit the Company, in accordance with applicable law,
to perform its obligations upon the exercise by the Company pursuant to Section
3.1 hereof, of the Company’s option to repay the principal due hereunder by the
issuance of Common Shares. 

ARTICLE 7 
EVENTS OF DEFAULT AND REMEDIES 

7.1         Events
of Default 

               As
used herein, and “Event of Default” occurs if: 

	 	(a) 	
      the Company fails to make any principal payment when due
      and such failure is not cured within 5 days;

	 	 	 
	 	(b) 	
      the Company fails to comply with any of its material
      covenants, or covenants which in the aggregate are material, contained in
      this Debenture and such failure








	 		
      is not cured within 30 days after the Company receives
      written demand from the Holder to remedy the same;

	 	 	 
	 	(c) 	
      a court of competent jurisdiction enters an order or
      decree under the bankruptcy legislation of any federal, provincial or
      state law for the relief of debtors against the Company in an involuntary
      case commenced under any such law; appoints any receiver, trustee,
      assignee, liquidator or similar official of the Company or for all or
      substantially all of its property; or orders the liquidation of the
      Company; and, in any such case, the order, decree or appointment remains
      unstayed and in effect for 60 days; or

	 	 	 
	 	(d) 	
      the Company shall execute a general assignment for the
      benefit of creditors.



7.2         Notice
of Event of Default 

               If
an Event of Default described in Section 7.1(b),(c) or (d) above occurs, the
Company shall give written notice to the Holder of the occurrence of such Event
of Default within 5 days thereof. 

7.3         Right
to Demand Repayment 

	 	(a) 	
      If any Event of Default exists, the Holder may, in
      addition to the exercise of any right, power or remedy permitted by law,
      declare (by written notice or notices to the Company) the entire principal
      sum then outstanding to be due and payable, and such Debenture shall
      thereupon become forthwith due and payable in cash without presentment,
      demand, protest or other notice of any kind, all of which are hereby
      expressly waived by the Company. If this Debenture is not paid when due,
      the Company agrees to pay all costs of collection, including reasonable
      attorneys’ fees.

	 	 	 
	 	(b) 	
      A delay or omission by the Holder in exercising any right
      or remedy arising upon an Event of Default shall not impair such right or
      remedy or constitute a waiver of or acquiescence in the Event of Default.
      All remedies are cumulative to the extent permitted by
  law.



7.4         Resale
Restrictions 

               The
Holder further acknowledges that: 

	 	(a) 	
      any resale of the Debenture, and the Common Shares
      issuable upon conversion hereunder may only occur in accordance with
      applicable securities legislation; and

	 	 	 
	 	(b) 	
      the certificates representing the Common Shares issuable
      hereunder may bear a legend denoting the restrictions on transfer imposed
      by applicable securities legislation.







7.5         Lost
Debenture 

               If
the Holder claims that this Debenture has been lost, destroyed or wrongfully
taken the Company shall issue a replacement Debenture upon: 

	 	(a) 	
      receipt of an indemnity bond or other assurance requested
      by the Company to protect it from any loss which it may suffer by reason
      of such replacement or subsequent presentment of the original Debenture;
      and

	 	 	 
	 	(b) 	
      payment by the Holder of any expenses incurred by the
      Company in replacing the Debenture.



ARTICLE 8 
DISCHARGE OF DEBENTURE 

8.1        
Cancellation 

               The
Debenture shall forthwith after full payment be surrendered to the Company for
cancellation. 

ARTICLE 9 
GENERAL PROVISIONS 

9.1         Notices


               All
notices and other communications required or permitted pursuant to or in
relation to this Debenture shall be in writing and shall be: 

	 	(a) 	
      personally served upon the Company or upon the Holder, as
      the case may be, in which case such notice or other communication shall
      conclusively be deemed to have been given to the addressee at the time of
      service; or

	 	 	 
	 	(b) 	
      communicated by regular mail posted in Canada to the
      addressee at the following respective
addresses:




	 	(i) 	
      For the Company or Moventis:




	 	PTL ACQUISTION CORP. / 	Copy to: 
	 	MOVENTIS CAPITAL, INC. 	FASKEN MARTINEAU DuMOULIN LLP 
	 	Suite 304, 1959 152nd Street 	2100 – 1075 West Georgia Street 
	 	White Rock, BC, Canada V4A 9P3 	Vancouver, BC, Canada, V6E 3G2 
	 	Attention: Blake Ponuick 	Attention: Iain Mant 
	 	Facsimile: 604.288.2430 	Facsimile: 604.631.3232








	 	(ii) 	
      For the Holder:




	 	<*> 	Copy to: 
	 	  	<*> 
	 	<*> 	<*> 
	 	Attention: <*> 	Attention: <*> 
	 	Facsimile: <*> 	Facsimile: <*> 


in which case such notice shall
conclusively be deemed to have been given to the addressee thereof upon the
third Business Day from the date of mailing in Canada. 

               Each
party hereby may, from time to time, by notice to the other parties, change its
address for service. 

9.2         Equitable
Remedies 

               The
Company acknowledges that damages may be an inadequate remedy for the breach or
default in observance or performance of its obligations under this Debenture,
and accordingly the Company agrees that in the event of an actual or
anticipatory breach or default in observance of performance of any of its
obligations hereunder, the same may be enforced by specific performance,
injunction or such other equitable remedy, in lieu of damages, as the Holder may
in its sole and absolute discretion consider advisable and as may be awarded by
a court of competent jurisdiction. 

9.3         Amendments


               Neither
this Debenture nor any provision hereof may be amended, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the amendment, waiver, discharge, or termination is
sought. 

9.4         Time
of the Essence 

               Time
is expressly declared to be of the essence of this Debenture in respect of all
payments to be made hereunder, the exercise of any redemption and conversion
rights hereunder, and all covenants and agreements to be performed and
fulfilled. 

9.5         Severability


               If
any covenant or obligation of any party contained herein, or if any provision of
this Debenture or its application to any Person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Debenture or the
application of such covenant or obligation to Persons or circumstances other
than those to which it is held invalid or unenforceable shall not be affected,
and each provision and each covenant and obligation contained in this Debenture
shall be separately valid and enforceable, to the fullest extent permitted by
law or at equity. 




9.6         Parties
In Interest 

               This
Debenture shall enure to the benefit of and be binding on the parties hereto and
their respective successors and permitted assigns. 

9.7        
No Assignment 

               The
rights of the Holder under this Debenture shall be not assignable in whole or in
part. 

9.8        No
Recourse Against Others 

               A
director, officer, employee or shareholder of the Company shall not have any
liability for any obligations of the Company under this Debenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. The Holders, by accepting the Debenture, waives and releases all such
liability and such waiver and release are part of the consideration for the
issue of the Debenture. 

9.9        
Subsequent Debentures and Security 

               If
the Holder and the Company agree to additional financing, the parties hereby
agree that such additional financing shall rank pari passu with the Debentures
previously issued, and security therefore shall be aggregated between all such
Debentures on a pro rated basis. The parties further agree that an amendment
shall be issued to the Debenture, subject to this agreement of the Holder,
adjusting the security and ranking of debt. 

               IN
WITNESS WHEREOF the Company and Moventis have executed this Debenture as of the
<*> day of <*>, 2006 

	PTL ACQUITSION CORP. 	 
	 	 	 
	Per: 		 
		Authorized Signatory 	 
		  	 
	MOVENTIS CAPITAL, INC. 	 
	 	 	 
	Per: 		 
		Authorized Signatory 	 







EXHIBIT H 

GENERAL SECURITY AGREEMENT 

PTL Electronics Ltd. (the “Debtor”) mortgages and
charges in favour of <*> (the “Secured Party”), and grants to the
Secured Party a security interest in, all of the Debtor’s present and
after-acquired personal property, including all inventory, equipment and
fixtures, all contracts, accounts and other intangibles, and all securities,
instruments, chattel paper, money and documents of title, and also all of the
Debtor’s present and after-acquired real property and other assets and
undertaking, (collectively, the “Charged Property”) to secure payment and
performance of all present and future debts, liabilities and other obligations
of PTL Acquisition Corp. (“PTL”) to the Secured Party pursuant to: (a) a
Debenture of even date among, inter alia, PTL and the Secured
Party and (b) section 2.2(4) of the Share Purchase Agreement dated the
8th day of May, 2006, among, inter alia, the Secured Party,
the Debtor and PTL (collectively, the “Secured Obligations”). 

The Debtor will not sell, lease or otherwise dispose of any
Charged Property except that, until default, the Debtor may deal with inventory,
accounts and money in the ordinary course of business. The Debtor will not allow
any Charged Property to be situate outside of British Columbia. The Debtor will
not allow the Debtor’s chief executive office, main place of business or
principal residence to be located outside of British Columbia, nor will the
Debtor change its name or have any other form of name (except upon 10 days’
prior written notice to the Secured Party). 

The Debtor will be in default under this agreement if default
is made in payment or performance of any of the Secured Obligations, or if there
is a default under any document evidencing any of the Secured Obligations, or if
the Secured Party in good faith believes that the prospect of payment or
performance of any of the Secured Obligations is or is about to be impaired or
that any of the Charged Property is or is about to be placed in jeopardy. 

Upon a default hereunder, the Secured Party will have all the
rights and remedies of a secured party under the British Columbia Personal
Property Security Act and of a mortgagee at law or in equity and, in
addition, will be entitled to declare payment and performance of all of the
Secured Obligations to be immediately due, and will be entitled to appoint any
legal person as receiver or receiver and manager (a “Receiver”) of all or
any part of the Charged Property. Any Receiver so appointed will have all the
rights and remedies of the Secured Party (except the right to appoint a
Receiver). Without limiting the rights and remedies referred to above, the
Secured Party and any Receiver may, after default, use any or all of the Charged
Property in the manner and to the extent it considers commercially reasonable,
and may sell, lease or otherwise dispose of the same either for cash or in any
manner involving deferred payment. Neither the Secured Party nor any Receiver
will be obligated to take any necessary or other steps to preserve rights
against others with respect to any securities, instruments or chattel paper now
or hereafter in its possession. 




–2 – 

The Debtor acknowledges receipt of a copy of this agreement and
waives its right to receive copies of all financing statements, financing change
statements and verification statements that may be filed or issued with respect
to the security interests created hereby. 

	Dated: _____________________, 2006 	PTL ELECTRONICS LTD. 
	 	 	 
	  	Per: 	
	  	  	                 
                         Authorized
      Signatory 







SCHEDULE 1.1 

Definitions 

In the Agreement, the following terms shall have the meanings
set out below unless the context requires otherwise: 

“Accountant” has the meaning given in Section
  2.5(4) .

“Adjustment Amount” has the meaning given in Section
2.6(1) . 

“Adjustment Date” has the meaning given in Section
2.6(1) . 

“Affiliate” means, with respect to any Person, any other
Person who directly or indirectly controls, is controlled by, or is under direct
or indirect common control with, such Person, and includes any Person in like
relation to an Affiliate. A Person shall be deemed to control a Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the term
“controlled” shall have a similar meaning. 

“Aggregate Cumulative Divided” has the meaning given in
Section 7.5(a) . 

“Agreement” means the Agreement to which this Schedule
1.1 is attached, including the Exhibits and the Schedules to the Agreement, as
it or they may be amended or supplemented from time to time, and the expressions
“hereof”, “herein”, “hereto”, “hereunder”,
“hereby” and similar expressions refer to the Agreement and not to any
particular Section or other portion of the Agreement. 

“Applicable Employee Benefit Laws” has the meaning given
in Section 5.2(19)(b) . 

“Applicable Law” means, with respect to any Person,
property, transaction, event or other matter, any law, rule, statute,
regulation, order, judgment, decree, treaty or other requirement having the
force of law (collectively, the “Law”) relating or applicable to such
Person, property, transaction, event or other matter. Applicable Law also
includes, where appropriate, any interpretation of the Law (or any part thereof)
by any Person having jurisdiction over it, or charged with its administration or
interpretation. 

“Audited Financial Statements” has the meaning
  given in Section 2.10.

“B.C. Securities Act” has the meaning given in Section
4.1(13) . 

“Books and Records” means all books, records, files and
papers of the Corporation including drawings, engineering information, computer
programs and procedures (including designs, architecture, specifications, source
code and executable code), software programs, manuals and data, sales and
advertising materials, sales and purchases correspondence, trade association
files, research and development records, lists of present and former customers
and suppliers, 




- 2 – 

personnel, employment and other records, and the minute and
share certificate books of the Corporation, and all copies and recordings of the
foregoing. 

“Business” means the business carried on by the
Corporation which primarily involves the design and manufacture of printed
circuit boards using surface mount technology. 

“Business Day” means any day except Saturday, Sunday or
any day on which banks are generally not open for business in the City of
Vancouver, British Columbia, Canada. 

“Buyer” means PTL Acquisition Corp. 

“Buyer Consents and Approvals” means all consents and
approvals required to be obtained by the Buyer in connection with the execution
and delivery of this Agreement by the Buyer and the completion of the
transactions contemplated by this Agreement by the Buyer. 

“Buyer’s Solicitors” means Fasken Martineau DuMoulin
LLP.

“Buyer’s Solicitors Opinion” has the meaning given in
Section 4.3(8) . 

“Canadian Dollars” and “C$” means the lawful
currency of Canada. 

“Claim” has the meaning given in Article 6. 

“Clearance Certificate” has the meaning given
  in Section 2.9.

“Closing” means the completion of the purchase and sale
of the Purchase Shares in accordance with the provisions of this Agreement. 

“Closing Balance” means the value of the Net Assets of
the Corporation plus the deferred revenue of the Corporation as of the Closing
Date as shown in the Closing Statements. 

“Closing Date” means date which is the later of: (a) 90
days following the date of the Agreement; and (b) 90 days following the date on
which the Audited Financial Statements are delivered to the Buyer, or such
earlier or later date as may be agreed upon in writing by the Parties; provided
however, that the Buyer and the Parent may extend the Closing Date to December
31, 2006. 

“Closing Time” means the time of Closing on the Closing
Date provided for in Section 3.1. 

“Closing Statements” has the meaning given in Section
2.5(1) . 

“Confidential Information” shall mean any and all
proprietary business information relating to the Corporation, the Buyer, the
Parent or the Business which would reasonably be considered confidential to the
Corporation, the Buyer or the Parent including financial data, know-how,
marketing strategies, Customer and employee data, business plans and product,
service or process enhancement plans, other than such proprietary business
information that constitutes a Trade Secret. 

“Corporation” means PTL Electronics Ltd. 




- 3 – 

“Corporation Consents and Approvals” means all consents
and approvals required to be obtained by the Corporation in connection with the
execution and delivery of this Agreement by the Sellers and the completion of
the transactions contemplated by this Agreement by the Sellers. 

“Corporation Notices” means the notices required to be
given to any Person under Applicable Law or pursuant to any contract or other
obligation to which the Corporation is a party or by which the Corporation is
bound or which is applicable to any of the assets in connection with the
execution and delivery of this Agreement or the completion of the transactions
contemplated by this Agreement. 

“CRA” has the meaning given in Section 2.9.

“Debentures” or “Debenture” has the meaning given in
Section 2.2(3) . 

“Debt” means all debts of the Corporation, including,
without limitation, mortgages, equipment leases and overdrafts. 

“Direct Claim” has the meaning given in Section 6.3.


“Director” means a director of the Corporation; and
“Directors” means every Director. 

“Disclosure Letter” means the disclosure letter dated as
of the date of this Agreement, to be delivered to the Buyer and the Parent by
the Management Sellers and the Corporation concurrently with this Agreement
concerning the representations and warranties of the Corporation and the
Management Sellers set forth in Section 5.2 of this Agreement. 

“Dividend Payment” has the meaning given in
  Section 7.5(a) .

“Employee” means an individual who is employed by the
Corporation; and “Employees” means every Employee. 

“Employee Plans” has the meaning given in Section
5.2(19)(a) . 

“Employment Agreement” means in the case of David
McAlpine, the new employment agreement in form and substance acceptable to the
Buyer to be entered into immediately prior to Closing between the Corporation
and David McAlpine, in the case of Paul Heathcote, the new employment agreement
in form and substance acceptable to the Buyer to be entered into immediately
prior to Closing between the Corporation and Paul Heathcote. 

“Environmental Laws” means Applicable Law in respect of
the natural environment, public or occupational health or safety, and the
manufacture, importation, handling, transportation, storage, disposal and
treatment of Hazardous Substances. 

“Exclusivity Period” has the meaning given in Section
8.1.

“Expenses” has the meaning given in Section 10.1. 

“Financial Statements” has the meaning given in Section
5.2(4) . 




- 4 – 

“Financing” has the meaning given in Section 4.1(14) .


“GAAP” means those accounting principles which are
recognized as being generally accepted in Canada from time to time as set out in
the handbook published by the Canadian Institute of Chartered Accountants,
consistently applied (which in the case of Inventory is as consistently applied
by the Corporation). 

“General Security Agreement” and “General Security
Agreements” has the meaning given in Section 2.7. 

“including” means “including without limitation”, and
“includes” means “includes without limitation”. 

“Indemnified Party” means a Person whom the Sellers have
agreed to indemnify under Article 6. 

“Indemnifying Party” means, in relation to an
Indemnified Party, the Party to this Agreement that has agreed to indemnify that
Indemnified Party under Article 6. 

“Initial Cash Payment” has the meaning given in Section
2.2(1) . 

“Intellectual Property” means all rights to and
interests in: 

(a)          
all business and trade names, corporate names, brand names and slogans Related
to the Business; 

(b)          
all inventions, patents, patent rights, patent applications (including all
reissues, divisions, continuations, continuations-in-part and extensions of any
patent or patent application), industrial designs and applications for
registration of industrial designs Related to the Business; 

(c)          
all copyrights and trade-marks (whether used with wares or services and
including the goodwill attaching to such trade-marks), registrations and
applications for trade-marks and copyrights (and all future income from such
trade-marks and copyrights) Related to the Business; 

(d)          
all rights and interests in and to processes, computer programs and procedures
(including designs, architecture, specifications, source code and executable
code), software, lab journals, notebooks, data, trade secrets, designs,
know-how, product formulae and information, manufacturing, engineering and other
drawings and manuals, technology, blue prints, research and development reports,
agency agreements, technical information, technical assistance, engineering
data, design and engineering specifications, and similar materials recording or
evidencing expertise or information Related to the Business; 

(e)          
all other intellectual and industrial property affected by the registrations and
applications for registration and the permissions and licences listed in
Schedule 5.2(15) to the Disclosure Letter; 

(f)          
all other intellectual and property rights throughout the world Related to the
Business; 




- 5 – 

(g)          
all licences of the intellectual property listed in items (a) to (f) above; 

(h)          
all future income and proceeds from any of the intellectual property listed in
items (a) to (f) above and the licences listed in item (g) above; and 

(h)          
all rights to damages and profits by reason of the infringement of any of the
intellectual property listed in items (a) to (g) above. 

“Inventories” means all inventories of stock-in-trade
and merchandise including materials, supplies, work-in-progress, finished goods,
and purchased finished goods owned by the Corporation (including those in
possession of suppliers, customers and other third parties). 

“Lands” means all real property that is owned by the
Corporation. 

“Leased Premises” means all real property that is leased
or occupied by the Corporation under the Premises Leases. 

“Leases” means Personal Property Leases and Premises
Leases. 

“Liabilities” means all costs, expenses, charges, debts,
liabilities, claims, demands and obligations, whether primary or secondary,
direct or indirect, fixed, contingent, absolute or otherwise, under or in
respect of any contract, agreement, arrangement, lease, commitment or
undertaking, Applicable Law and Taxes. 

“Licences and Permits” means all licences, permits,
filings, authorizations, approvals or indicia of authority issued to the
Corporation. 

“Lien” means any lien, mortgage, charge, hypothec,
pledge, security interest, prior assignment, option, warrant, lease, sublease,
right to possession, encumbrance, claim, right or restriction which affects, by
way of a conflicting ownership interest or otherwise, the right, title or
interest in or to any particular property. 

“Management Seller” or “Management
  Sellers” means David McAlpine and Paul Heathcote.

“Material Adverse Change” means any change, effect,
event or occurrence with respect to the Corporation’s condition (financial or
otherwise), properties, capital, assets, liabilities, obligations (whether
absolute, accrued conditional or otherwise), Business, operations or results of
operations or those of its subsidiaries that is, or could reasonably be expected
to be, significant and adverse to the value of the Shares or the Business,
operations or financial condition of the Corporation and its subsidiaries taken
as a whole. 

“Material Contract” means an agreement (whether oral or
written) to which the Corporation is a party or by which the Corporation or any
of the assets of the Corporation or the Business is bound or affected except an
agreement which involves or may reasonably be expected to involve the payment to
or by the Corporation of less than C$20,000 over the term of the agreement and
is not otherwise material to the operation of the Business. 

“Maturity Date” has the meaning given in Section 2.2(3)
.. 




- 6 – 

“Net Assets” means all assets of the Corporation
referred to in the Financial Statements minus all Liabilities (excluding the
aggregate amount of the Sellers Loans). 

“Non-Management Seller” or “Non-Management
  Sellers” means Albion Services Ltd., Dr. Gratio Tsang Inc., Century
  Electronics, Gundyco ITF Anthony Lee / Marilyn Lee and Marilyn Lee.

“Non-Resident Seller” has the meaning given in Section
2.9. 

“Officer” means an officer of the Corporation; and
“Officers” means every Officer. 

“Parent” means Moventis Capital, Inc. 

“Parent Consents and Approvals” means all consents and
approvals required to be obtained by the Parent in connection with the execution
and delivery of this Agreement by the Parent and the completion of the
transactions contemplated by this Agreement by the Parent. 

“Parent Common Shares” has the meaning given in Section
2.2(2) . 

“Parent Securities” means the Share Consideration and
the Debentures. 

“Party” means a party to this Agreement and any
reference to a Party includes its successors and permitted assigns; and
“Parties” means every Party. 

“Payment Period” has the meaning given in Section
  7.5(a) .

“Person” is to be broadly interpreted and includes an
individual, a corporation, a partnership, a trust, an unincorporated
organization, the government of a country or any political subdivision thereof
or any agency or department of any such government, and the executors,
administrators or other legal representatives of an individual in such capacity.


“Personal Property” means all machinery, equipment,
furniture, motor vehicles and other chattels owned or leased by the Corporation
(including those in possession of third parties). 

“Personal Property Leases” means all chattel leases,
equipment leases, rental agreements, conditional sales contracts and other
similar agreements. 

“Premises Leases” means all the leases, agreements to
lease, subleases, licence agreements and occupancy or other agreements relating
to the Leased Premises. 

“Prime Rate” means the rate of interest per annum quoted
by Bank of Montreal from time to time as its reference rate for Canadian Dollar
demand loans made to its commercial customers in Canada and which it refers to
as its “prime rate”, as such rate may be changed by it from time to time. 

“Proprietary Information” shall mean collectively the
Confidential Information and the Trade Secrets, but shall not include any
information that (i) is or becomes publicly known other than through a breach of
a confidentiality agreement or a legal or fiduciary obligation of 




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confidentiality owed to the Corporation, the Buyer or the
Parent by the Sellers, or (ii) is lawfully received by the Seller from another
source without breaching any confidentiality agreement or other legal or
fiduciary obligation of confidentiality owed by such source. 

“Purchase Price” has the meaning given in Section 2.2.


“Purchase Shares” means the shares in the capital of the
Corporation to be purchased by the Buyer from the Sellers on the Closing Date,
as set out in Schedule 2.1 hereof. 

“Real Property” means the Lands. 

“Receivables” means all accounts receivable (including
volume rebates and discounts), bills receivable, trade accounts, book debts and
insurance claims of the Corporation together with any unpaid interest accrued on
such items and any security or collateral for such items, including recoverable
deposits. 

“Related to the Business” means, directly or indirectly,
used in, arising from or relating in any manner to the Business. 

“Second Cash Payment” has the meaning given
  in Section 2.2(4) . 

“Second Cash Payment Date” has the meaning
  given in Section 2.3(3) . 

“Seller” or “Sellers” means Albion Services Ltd.,
the Tsang Family Trust, Century I Holdings Inc., David McAlpine, Paul Heathcote,
Gundyco ITF Anthony Lee / Marilyn Lee and Marilyn Lee. 

“Sellers Loans” means all (and not less than
  all) of the loans described in Schedule 2.11 including all evidence of and security
  for those loans.

“Sellers’ Solicitors” means Cohen, Buchan, Edwards. 

“Sellers’ Solicitors Opinion” has the meaning given in
Section 4.1(17) . 

“Senior Lender” means a financial institution
  that has agreed to provide operating and term credit facilities to the Corporation
  having an aggregate principal amount of not more than C$1,000,000 (the “Senior
  Loan Obligations”).

“Share Consideration” had the meaning given in Section
2.2(2) . 

“Shares” means the 1,000,000 Common shares in the
capital of the Corporation as set out in Schedule 2.1. 

“Taxes” means all taxes, charges, fees, levies, imposts
and other assessments, including all income, sales, use, goods and services,
value added, capital, capital gains, alternative, net worth, transfer, profits,
withholding, payroll, employer health, excise, franchise, real property and
personal property taxes, and any other taxes, customs duties, fees, assessments
or similar charges in the nature of a tax including Canada Pension Plan and
provincial pension plan contributions, 




- 8 – 

unemployment insurance payments and workers’ compensation
premiums, together with any instalments with respect thereto, and any interest,
fines and penalties imposed by any governmental authority (including federal,
state, provincial, municipal and foreign governmental authorities), and whether
disputed or not. 

“Third Party” has the meaning given in Section 6.5. 

“Third Party Claim” has the meaning given in
  Section 6.3 

“Trade Secrets” shall mean information relating to the
Corporation, the Buyer, the Parent or the Business which (i) derives economic
value, actual or potential, from not being generally known to or readily
ascertainable by other Persons who can obtain economic value from its disclosure
or use and (ii) is the subject of efforts by the Corporation, the Buyer or the
Parent that are reasonable under the circumstances to maintain its secrecy,
including marking any information reduced to tangible form clearly and
conspicuously with a legend identifying its confidential or proprietary nature;
or otherwise treating such information as confidential or secret; or is
otherwise defined as a “trade secret” under applicable federal or provincial
law. Assuming the criteria in clauses (i) and (ii) above are met, “Trade
Secrets” include, but are not limited to, technical and non-technical data,
formulae, patterns, designs, compilations, computer programs and software,
devices, inventions, techniques, drawings, research, development and existing
and future products and services. 

“Unaudited Financial Statements” has the
meaning given in Section 5.2(4) .

“US$” means the lawful currency of the United States of
America. 

“U.S. Securities Act” has the meaning given in Section
4.1(13) . 

“Withheld Funds” has the meaning given in Section 2.9.


“Working Capital” means (i) cash, accounts receivable
and inventory; less (ii) any bank indebtedness (including line of credit) and
accounts payable (excluding all payables in respect of taxes). 




SCHEDULE 2.1

Purchase Shares 

For the purposes of Section 2.1 of the Agreement, the Sellers
and Purchase Shares are as follows: 


	Seller 	Common Shares 
	 	 
	Albion Services Ltd. 	400,000 
	 	 
	The Tsang Family Trust 	200,000 
	 	 
	Century I Holdings Inc. 	200,000 
	 	 
	David McAlpine 	75,000 
	 	 
	Paul Heathcote 	75,000 
	 	 
	GundyCo ITF (Anthony Lee) 	20,961 
	RRSP#562-63831-10 	  
	 	 
	GundyCo ITF (Marilyn Lee) 	21,834 
	RRSP#562-63875-17 	  
	 	 
	Marilyn Lee 	7,205








SCHEDULE 2.11 

Allocation of Initial Cash Payment for the Purchase Shares
and Sellers Loans 

For the purpose of Section 2.11 of the Agreement, the Initial
Cash Payment shall be allocated among the Sellers, the Purchase Shares and
Sellers Loans as follows: 


	Seller 	Purchase Shares 	Sellers Loans 
	 	 	 
	Albion Services Ltd. 	$284,710.40 	$915,289.60 
	 	 	 
	Dr. Gratio Tsang in trust for the 
Tsang
      Family Trust 	$142,355.20 	$457,644.80 
	 	 	 
	Century I Holdings Inc. 	$142,355.20 	$457,644.80 
	 	 	 
	David McAlpine 	$53,383.20 	$171,616.80 
	 	 	 
	Paul Heathcote 	$53,383.20 	$171,616.80 
	 	 	 
	Gundyco ITF Anthony Lee 	$62,883.00 	$0 
	 	 	 
	Gundyco ITF Marilyn Lee 	$65,502.00 	$0 
	 	 	 
	Marilyn Lee 	$5,128.35 	$16,486.65 
	 	 	 
	Total 	$809,700.55 	$2,190,299.45
  



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