Enertopia Corp.: Exhibit 10.1 - Prepared by newsfilecorp.com






Exhibit 10.1

ASSET AND SHARE PURCHASE AGREEMENT


THIS AGREEMENT dated for reference the 8th day of February,
2010.

AMONG:


MARK SNYDER, a person residing
in the State of California with an office at 12900 Brookprinter PL, #200, Poway
CA 92064 

(herein called “Vendor”)


AND:


GLOBAL SOLAR WATER POWER
SYSTEMS, a corporation existing under the laws of California with its
principal office at #105, 2500 Sweetwater Springs Blvd, Spring Valley
California, USA 

(herein called “GSWPS”)


AND:


ENERTOPIA CORP., a corporation
existing under the laws of the State of Nevada with its executive office at 950
– 1130 West Pender Street, Vancouver BC Canada 

(herein called “Purchaser”or
“GLCP”)


WHEREAS:


A. GSWPS owns technology invented and
developed by the Vendor, the rights of which have been legally assigned from the
Vendor to GSWPS, for the design and manufacturing of water filtration equipment
and processes that uses mechanical, membrane, ultra violet and/or reverse
osmosis components COMBINED with solar photo voltaic panels that passively track
the sun without themselves consuming any electricity (such solar powered
filtration equipment herein called the “Products”). 

B. GSWPS has on or about January 19,
2010 entered a Letter of Intent with the Purchaser wherein the Purchaser may
purchase up to 20% equitable interest in the Vendor if certain terms and
conditions are met (the “LOI”). 

C. The Purchaser and GSWPS have on or
about February 2 entered a definitive agreement wherein the Purchaser will act
as GSWPS’s exclusive sales and marketing representative for the continent of
Africa and non exclusive sales and marketing representative for the rest of the
world excluding at this time Iraq, to market and sell the Products on a
commission basis (the “Sales Agreement”). 

D. GSWPS has exactly 100,000 common
shares of equity issued and outstanding in total, all 100,000 of which are
shares currently held without encumbrance by the Vendor. E. GSWPS hereby agrees
and does not and will not raise any objection to, each of the Sections of this
Agreement, including that GSWPS agrees to it proportionate sale of any IP rights
it may have or may acquire in connection with the Products the Purchaser, and
confirms the receipt of $1.00 payment from the Purchaser for this IP rights
sale. 




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A. The Vendor has agreed to sell and the Purchaser has agreed
to purchase, in stages, up to 20% of the Global Solar Water Power Systems common
shares (the “Purchased Asset”); 

B. The Purchase Price for the first 10% (half of the 20%
interest available) Purchased Asset will be cash payments, deferred commission
payments and payments of GLCP common stock payable by:

	 	a. 	
      the issuance of 500,000 restricted shares of common stock
      of GLCP at a deemed price of US $0.20 per share, payable within 10 days of
      signing this Agreement; and,

	 	 	 
	 	b. 	
      cash payments and/or deferred commissions totalling
      $150,000 paid a minimum of $3,500 per month, first and last month’s
      payment previously made as of executing the Letter of Intent and as
      explained more fully in Section (4), below.



C. The Purchase Price for the second 10% (half of the 20%
interest available) Purchased Asset will be cash payments, deferred commission
payments and payment of GLCP common stock payable by: 

	 	a. 	
      at any time up to December 31, 2011, the issuance of
      500,000 restricted shares of common stock of GLCP; and,

	 	 	 
	 	b. 	
      cash payments and/or deferred commissions totalling
      $250,000 paid a minimum of $3,500 per month and beginning not later than
      December 31, 2011, and as explained more fully in Section (4),
    below.



D. Upon signing this Agreement, Vendor and GSWPS each agrees to
allow Purchaser, as a minority interest owner, the use of certain IP Rights of
the Products. Such rights specifically prohibit the Purchaser from using the
Products or IP Rights in any manner which might damage the Vendor GSWPS or the
Vendor’s or GSWPS’s business or the Vendor’s or GSWPS’s current use and future
modification of the Products.

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

	1. 	
      DEFINED TERMS

	 	 
	1.1 	
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms will have the respective meanings
      set out below and grammatical variations of such terms will have
      corresponding meanings:




	 	(a) 	
      “Affiliate” has the meaning given to that term in the
      Securities Act of 1933, as amended, and the Rules and Regulations of the
      Securities and Exchange Commissions promulgated thereunder;

	 	 	 
	 	(b) 	
      “Business Day” means any day which is not a Saturday,
      Sunday or statutory holiday in the United States and/or Canada;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the transactions
      contemplated in this Asset Purchase Agreement;

	 	 	 
	 	(d) 	
      “Closing Date” means February 17, 2010, or such
      other date as the Vendor and GSWPS and the Purchaser may mutually
      determine;

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







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	 	(f) 	
      “Encumbrance” means any encumbrance, lien, charge,
      hypothec, pledge, mortgage, title retention agreement, security interest
      of any nature, adverse claim, exception, reservation, easement, right of
      occupation, any matter capable of registration against title, option,
      right of pre-emption, privilege or any Contract to create any of the
      foregoing;

	 	 	 
	 	(g) 	
      ”Licenses” means all licenses, permits, approvals,
      consents, certificates, registrations and authorizations (whether
      governmental, regulatory, or otherwise) required for the conduct in the
      ordinary course of the uses to which the Assets have been put;

	 	 	 
	 	(h) 	
      “Losses” means, in respect of any matter, all claims,
      demands, proceedings, losses, damages, liabilities, deficiencies, costs
      and expenses (including, without limitation, all legal and other
      professional fees and disbursements, interest, penalties and amounts paid
      in settlement) arising directly or indirectly as a consequence of such
      matter and actually incurred by a party entitled to be indemnified
      hereunder, net of (i) any tax adjustments, benefits, savings or reductions
      to which such indemnified party is entitled resulting from such matter,
      and (ii) any insurance proceeds, in either case to which such indemnified
      party is entitled by virtue of such claims, demands, proceedings, losses,
      damages, liabilities, deficiencies, costs and expenses;

	 	 	 
	 	(i) 	
      “Purchased Asset” means the IP of GSWPS and the Vendor
      AND the common shares of GSWPS owned by the Vendor;

	 	 	 
	 	(j) 	
      “Purchase Price” means the aggregate sum payable
      by the Purchaser to the Vendor for the Purchased
Asset.




	1.2 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this Agreement are expressed in United States funds.

	 	 
	1.3 	
      Sections and Headings. The division of this
      Agreement into Articles, sections and subsections and the insertion of
      headings are for convenience of reference only and will not affect the
      interpretation of this Agreement. Unless otherwise indicated, any
      reference in this Agreement to an Article, section, subsection or Schedule
      refers to the specified Article, section or subsection of or Schedule to
      this Agreement.

	 	 
	1.4 	
      Number, Gender and Persons. In this Agreement,
      words importing the singular number only will include the plural and vice
      versa, words importing gender will include all genders and words importing
      persons will include individuals, corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities of any kind whatsoever.

	 	 
	1.5 	
      Accounting Principles. Except as otherwise stated,
      any reference in this Agreement to generally accepted accounting
      principles refers to generally accepted accounting principles (“GAAP”)
      that have been established in the United States of America, including
      those approved from time to time by the American Institute of Certified
      Public Accountants or any successor body thereto.

	 	 
	1.6 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties with respect to the subject matter
      hereof and supersedes all prior agreements, understandings, negotiations
      and discussions, whether written or oral. There are no conditions,
      covenants, agreements, representations, warranties or other provisions,
      express or implied, collateral, statutory or otherwise, relating to the
      subject matter hereof except as herein provided.

	 	 
	1.7 	
      Time of Essence. Time will be of the essence of
      this Agreement.

	 	 
	1.8 	
      Applicable Law. This Agreement will be construed,
      interpreted and enforced in accordance with, and the respective rights and
      obligations of the parties will be governed by, the laws of California.
      All claim demands, disputes, controversies, differences, or
      misunderstandings between the Parties relating to this Agreement shall be
      settled by arbitration before one arbitrator to be appointed in accordance
      with the California Arbitration Act (CAA), Code of Civil Procedure
      Sections 1280 et seq, such proceeding to
be held in California but not in San Diego County in the English language and
      judgment upon the award rendered by the arbitrator may be entered in any
      court having jurisdiction thereof.







- 4 - 

	1.9 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this Agreement will be binding on either party unless
      consented to in writing by such party. No waiver of any provision of this
      Agreement will constitute a waiver of any other provision, nor will any
      waiver constitute a continuing waiver unless otherwise provided.

	 	 
	1.10 	
      Adjustments for Stock Splits, Etc.. Wherever in
      this Agreement there is a reference to a specific number of common shares
      of stock, then, upon the occurrence of any subdivision, combination or
      stock dividend of such stock, the specific number of shares so referenced
      in this Agreement shall automatically be proportionally adjusted to
      reflect the effect on the outstanding shares of such class or series of
      stock by such subdivision, combination or stock dividend.

	 	 
	1.11 	
      Schedules. The following Schedules are attached to
      and form part of this Agreement: All terms defined in the body of this
      Agreement will have the same meaning in the Schedule attached
  hereto




	 	Schedule 1 	Description of Purchased Asset 
	 	Schedule 2 	Consents 
	 	Schedule 3 	Share Purchase Agreement




	 	
       
	2. 	
      PURCHASE AND SALE

	 	 
	2.1 	
      Subject to the terms and conditions of this Agreement,
      effective as at the Closing Date the Vendor will sell, transfer, and
      assign to the Purchaser and the Purchaser agrees to purchase from the
      Vendor, the first proportionate tranche of the Purchased Asset as
      determined by the proportion of cash and common stock delivered to the
      Vendor as of the Closing Date, free and clear of all
  Encumbrances.

	 	 
	 	
       
	3. 	
      PURCHASE PRICE AND ALLOCATION

	 	 
	3.1 	
      The total Purchase Price payable by the Purchaser to the
      Vendor for the Purchased Asset shall consist of 1,000,000 shares of
      restricted common stock of GLCP (the “Purchase Shares”) as well as
      $400,000 in cash payments, all to be made in a number of payments as
      defined in Section (4). Four times each year, the Vendor will issue to the
      Purchaser the additional fractional interest of the Purchased Asset as per
      the proportionate fraction of the Purchase Price that has been received to
      each respective quarterly date and as described more fully in Section (6),
      below. In any case, this Agreement shall take effect on the day it is
      executed by both Parties.

	 	 
	 	
       
	4. 	
      PAYMENT OF THE PURCHASE PRICE

	 	 
	4.1 	
      The Purchase Price is hereby allocated as
  follows:




	 	(a) 	
      For the first 10% (10,000 shares of GSWPS) the price is
      $250,000 in total, comprised of $100,000 shares of common stock of GLCP
      (500,000 shares x $0.20 each) plus $150,000 cash
  payments.
	 	 	
       	
      Since $250,000 / 100 = $2,500; 
and
since 100% / 100 = 1%; 
and since 10,000 common shares of GSWPS / 100 = 100
common shares of GSWPS; then it follows that for each $2,500 payment of cash
or GLCP stock paid by the Purchaser to the Vendore, the Purchaser is entitled to
receive from the Vendor, 100 common shares of GSWPS. 



 




- 5 - 

	 	(b) 	
      For the second 10% (10,000 shares of GSWPS) the price is
      $250,000 cash payments PLUS $100,000 shares of common stock of GLCP
      (500,000 shares x $0.20 each)
	 	 	
       	
      Since $350,000 / 100 = $3,500;
and
since 100% /100 = 1%;
and since 10,000 common shares of GSWPS / 100 = 100
common shares of GSWPS,
then it follows that for each $3,500 payment of
cash or GLCP stock paid by the 
Purchaser to the Vendor, the Purchaser
is entitled to receive from the Vendor, 100 
common shares of
GSWPS. 



	 	
       
	4.2 	
      The Purchase Price is understood to be paid by the
      Purchaser and received by the Vendor in a number of payments that
      include:




	 	(a) 	
      Minimum $3,500 paid by the Purchaser, or at the
      Purchser’s exclusive option more than $3,500 per month at any time and
      multiple times, to the Vendor each month until the total Purchase Price is
      paid in full, and;

	 	 	 
	 	(b) 	
      First and last month’s payments acknowledged to having
      been paid and received prior to executing this Agreement, and;

	 	 	 
	 	(c) 	
      500,000 shares of the purchaser valued at 20 cents per
      share (deemed value $100,000) to be issued to the Vendor and credited
      against the outstanding balance of $250,000 payable to the Vendor prior to
      the Closing Date, and;

	 	 	 
	 	(d) 	
      Purchaser will remit 80% of the profit Distributions as
      referred to below in Section.(5), below, and;

	 	 	 
	 	(e) 	
      if Enertopia completes any IPO or equity financing during
      2010 and 2011 of more than $100,000 in any individual instance, then it
      shall remit to Vendor 5% of the net IPO or financing amount as payment
      first against any balance then owing of the first 10% ownership of the
      Purchased Asset, or second and at its exclusive option, of the second 10%
      ownership of the Purchased Asset.




	 	
       
	5. 	
      MINORITY OWNER PROFIT
  DISTRIBUTIONS

	 	 
	5.1 	
      GSWPS will remit to the Purchaser not later than 55 days
      of each fiscal quarter end and based upon the quarterly financial
      statements that are delivered to the Purchaser not more than 40 days after
      each fiscal quarter end, that proportion of estimated after tax profit for
      each quarter (the “Distributions”) SUBJECT
TO:




	 	(a) 	
      retentions and completed contracts using cash accrual
      method, and;

	 	 	 
	 	(b) 	
      fully completed contracts (not estimated income),
    and;

	 	 	 
	 	(c) 	
      proportionate Distribution in relation to proportion of
      Purchase Price paid (Example: If Purchaser has paid $125,000 of the total
      $250,000 due as of a particular quarter end, then the Distribution of
      profits for that quarter that Purchaser will receive is $125,000 /
      $250,000 x 10% = 5% of net profits), and;

	 	 	 
	 	(d) 	
      for the purposes of calculating the Distributions,
      proportions due shall be rounded to the nearest 1/10th of one percentage
      point every quarter, and;

	 	 	 
	 	(e) 	
      until such time as the full $250,000 for the first 10%
      ownership of the Purchased Asset has been paid in full, Enertopia will
      remit to Vendor, 80% of the amount above in Section (5.1.(c)),
    within 15 days of having received same from GSWPS, as accelerated
payment of and credited towards the Purchase Price, and;







- 6 - 

	 	(f) 	
      at such time that Payment in full has been received by
      the Vendor for the Purchased Asset, GSWPS shall be obligated to continue
      making the Distribution payments to the Purchaser without exception, each
      and every quarter, and the Purchaser will at that time be relieved of the
      obligation described in Section (5.1.(e)).




	 	
       
	6. 	
      DELIVERY OF GSWPS COMMON SHARES TO THE
      PURCHASER

	 	 
	6.1 	
      Purchaser has certain obligations and options to pay the
      Vendor as fully described in Section 4. As of the date that is each fiscal
      quarter end, the Vendor and Puchaser shall agree on an accounting of the
      amount that has been paid during the most recent quarter, and if for the
      first 10% Purchased Assets, the Vendor shall transfer to the Purchaser 100
      common shares of GSWPS for each $2,500 the Vendor has received; and if for
      the second 10% Purchased Assets, the Vendor shall transfer to the
      Purchaser 100 common shares of GSWPS for each $3,500 the Vendor has
      received.

	 	 
	6.2 	
      The common shares delivered as per the calculation in
      Section 6.1 shall be not later than 30 days following the end of the
      fiscal quarter.

	 	 
	6.3 	
      The cumulative total calculation of all such calculations
      made in Section 6.1 shall serve as the basis for calculating the
      Distributions for the subsequent fiscal quarter described in Section 5 of
      this Agreement.

	 	 
	 	
       
	7. 	
      ENERTOPIA COMMON SHARES

	 	 
	7.1 	
      The Vendor acknowledges that the Enertopia common shares
      issued pursuant to the terms and conditions set forth in this Agreement
      will have such hold periods as are required under applicable securities
      laws and as a result may not be sold, transferred or otherwise disposed,
      except pursuant to an effective registration statement under the
      Securities Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the Securities Act and in
      each case only in accordance with all applicable securities
laws.

	 	 
	7.2 	
      The vendor acknowledges and agrees that the Enertopia
      common shares are being issued pursuant to an exemption from the
      prospectus and registration requirements of the Securities Act. As
      required by applicable securities law, the Vendor agrees to abide by all
      applicable resale restrictions and hold periods imposed by all applicable
      securities legislation. All certificates representing the Enertopia common
      shares issued on Closing will be endorsed with substantially one of the
      following legends pursuant to the Securities Act in order to reflect the
      fact that the Enertopia common shares will be issued pursuant to an
      exemption from the registration requirements of the Securities
  Act:




	 	(a) 	
      For those not resident in the United
  States:



“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.” 




- 7 - 

	 	(b) 	
      For those who ARE resident in the United
  States:



“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.” 

	8. 	
      CLOSING, POSSESSION, AND NO
    ADJUSTMENTS

	 	 
	8.1 	
      The Closing will take place on February 17, 2010 at
      11:00AM (PST), on the Closing Date at the offices of the Purchaser, or at
      such other place, date, and time as may be mutually agreed upon by the
      parties hereto.

	 	 
	8.2 	
      The Vendor will deliver possession of the Purchased
      Asset, free of any other claim to possession and any tenancies, to the
      Purchaser not more than 10 business days after the Closing Date.

	 	 
	8.3 	
      Provided that there has been no material
      misrepresentation on the part of the parties to this agreement and all of
      their respective obligations under this Agreement have been fulfilled,
      there will be no adjustment of the Purchase Price for any reason
      whatsoever.

	 	 
	 	
       
	9. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      VENDOR

	 	 
	9.1 	
      The Vendor represents and warrants to the Purchaser, with
      the intent that the Purchaser will rely thereon in entering into this
      Agreement and in concluding the transactions contemplated hereby, as
      follows:







- 8 - 

	 	(a) 	
      the execution and delivery of this Agreement and the
      completion of the transaction contemplated hereby are duly and validly
      authorized by the Vendor, and this Agreement constitutes a valid and
      binding obligation of the Vendor enforceable against the Vendor in
      accordance with its terms; except as enforcement may be limited by
      bankruptcy, insolvency and other laws affecting the rights of creditors
      generally and except that equitable remedies may be granted only in the
      discretion of a court of competent jurisdiction;

	 	 	 
	 	(b) 	
      except as will be remedied by the consents, approvals,
      releases, and discharges described in Schedule 3 - Consents attached
      hereto, neither the execution and delivery of this Agreement nor the
      performance of the Vendor’s obligations hereunder
will:




	 	(i) 	
      violate or constitute default under any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      the Vendor, the Purchased Asset, or any contract, agreement, instrument,
      covenant, mortgage, or security, to which the Vendor is a party or which
      are binding upon the Vendor,

	 	 	 
	 	(ii) 	
      to the knowledge of the Vendor, result in any fees,
      duties, taxes, assessments, penalties or other amounts becoming due or
      payable by the Purchaser under any sales tax legislation. .

	 	 	 
	 	(iii) 	
      give rise to the creation or imposition of any
      Encumbrance on the Purchased Asset,

	 	 	 
	 	(iv) 	
      violate or constitute default under any license, permit,
      approval, consent or authorization held by the Vendor, or

	 	 	 
	 	(v) 	
      violate or trigger any liability on behalf of the
      Purchaser pursuant to any legislation governing the sale of the Purchased
      Asset by the Vendor.




	 	(c) 	
      the Vendor owns and possesses and has good and marketable
      title to the Purchased Asset free and clear of all Encumbrances of every
      kind and nature whatsoever;

	 	 	 
	 	(d) 	
      the Vendor does not have any indebtedness in excess of
      $10,000.00 which might by operation of law or otherwise now or hereafter
      constitute an Encumbrance upon the Purchased Asset;

	 	 	 
	 	(e) 	
      no person other than the Purchaser has any written or
      oral agreement or option or any right or privilege (whether by law,
      pre-emptive or contractual) capable of becoming an agreement or option for
      the purchase or acquisition from the Vendor of the Purchased
  Asset;

	 	 	 
	 	(f) 	
      except as otherwise provided herein, this Agreement
      discloses all contracts, engagements, and commitments, whether oral or
      written, relating to the Purchased Asset including in particular
      contracts, engagements, and commitments:




	 	(i) 	
      out of the ordinary course of business,

	 	 	 
	 	(ii) 	
      which entail the payment of in excess of $10,000.00
      during any one year period,

	 	 	 
	 	(iii) 	
      respecting ownership of or title to any interest or claim
      in or to any real or personal property making up the Purchased
    Asset,

	 	 	 
	 	(iv) 	
      respecting any agreement of guarantee, support,
      indemnification, assumption or endorsement of, or any similar commitment
      with respect to, the obligations, liabilities (whether accrued, absolute,
      contingent or otherwise) or indebtedness of any other person except for
      cheques endorsed for collection in the ordinary course of the
    business;







- 9 - 

	 	(v) 	
      any confidentiality, secrecy or non-disclosure contract,
      (whether the Vendor is a beneficiary or obligant thereunder) relating to
      any proprietary or confidential information or any non-competition or
      similar contract;

	 	 	 
	 	(vi) 	
      there has not been any default in any obligation or
      liability in respect of said contracts, engagements, or commitments by the
      Vendor and the Vendor has performed all of the material obligations
      required to be performed by it and is entitled to all benefits under any
      contracts;

	 	 	 
	 	(vii) 	
      there has not been any amendment, modification,
      variation, surrender, or release of said contracts, engagements, and
      commitments; and

	 	 	 
	 	(viii) 	
      each of said contracts, engagements, and commitments is
      in good standing and in full force and effect and the Vendor has performed
      all of the material obligations required to be performed by it and is
      entitled to all benefits thereunder, and is not in default or alleged to
      be in default in respect of any material contract or any other contracts,
      engagements or commitments provided for in this Agreement, to which the
      Vendor is a party or by which it is bound;




	 	(g) 	
      all material Licenses required for the uses to which the
      Purchased Asset have been put have been obtained and are in good standing
      and such conduct and uses are in compliance in all material respects with
      such licenses and permits and with all laws, zoning and other bylaws,
      building and other restrictions, rules, regulations, and ordinances
      applicable to the Purchased Asset and neither the execution and delivery
      of this Agreement nor the completion of the purchase and sale hereby
      contemplated will give any person the right to terminate or cancel the
      said licenses or permits or affect such compliance;

	 	 	 
	 	(h) 	
      there are no actions, suits, proceedings, investigations,
      complaints, orders, directives, or notices of defect or noncompliance by
      or before any court, governmental or domestic commission, department,
      board, tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the Vendor’s
      knowledge threatened against or affecting the Vendor or in respect of the
      Purchased Asset;

	 	 	 
	 	(i) 	
      there is no requirement applicable to the Vendor to make
      any filing with, give any notice to or to obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      governmental or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement, except
      for the filings, notifications, licenses, permits, certificates,
      registrations, consents and approvals described in Schedule 3 - Consents,
      or that relate solely to the identity of the Purchaser or the nature of
      any business carried on by the Purchaser except for the notifications,
      consents and approvals described in Schedule 3 - Consents;

	 	 	 
	 	(j) 	
      Vendor has filed or caused to be filed all material tax
      returns of Vendor which have become due (taking into account valid
      extensions of time to file) prior to the date hereof, such returns are
      accurate and complete in all material respects and Vendor has paid or
      caused to be paid all taxes due, in each case to the extent Purchaser
      would incur liability for Vendor’s failure to file such returns or pay
      such taxes. There are no outstanding tax liens that have been filed by any
      tax authority against the Purchased Asset. No claims are being asserted in
      writing with respect to any taxes relating to the Vendor’s business for
      which Purchaser reasonably could be held liable and Vendor knows of no
      basis for the assertion of any such claim;

	 	 	 
	 	(k) 	
      the Vendor has never received any notice of or been
      prosecuted for non-compliance with any Environmental Laws, nor has the
      Vendor settled any allegation of non-compliance short of prosecution.
      There are no orders or directions relating to environmental matters
      requiring any work, repairs or construction or capital expenditures to be
      made with respect to the Purchased Asset, nor has the Vendor received
      notice of any of the same;







- 10 - 

	 	(l) 	
      Intellectual Property is all registered or pending
      Intellectual Property (including particulars of registration or
      application for registration, continuances, or PCT’s) and all licenses,
      registered user agreements and other contracts that comprise or relate to
      Intellectual Property. The Intellectual Property comprises all trade or
      brand names, business names, trade marks, service marks, copyrights,
      patents, trade secrets, know-how, inventions, designs and other industrial
      or intellectual property necessary for use with the Assets. The Vendor is
      a beneficial owner of the Intellectual Property, free and clear of all
      Encumbrances, and is not a party to or bound by any contract or any other
      obligation whatsoever that limits or impairs its ability to sell,
      transfer, assign or convey, or that otherwise affects, the Intellectual
      Property. No person has been granted any exclusive interest in or
      exclusive right to use all or any portion of the Intellectual Property.
      The use of the Assets does not infringe upon the industrial or
      intellectual property rights, domestic or foreign, of any other person.
      The Vendor is not aware of a claim of any infringement or breach of any
      industrial or intellectual property rights of any other person, nor has
      the Vendor received any notice that the use of the Assets, including the
      use of the Intellectual Property, infringes upon or breaches any
      industrial or intellectual property rights of any other person, and the
      Vendor, after due inquiry, has no knowledge of any infringement or
      violation of any of its rights in the Intellectual Property. The Vendor is
      not aware of any state of facts that casts doubt on the validity or
      enforceability of any of the Intellectual Property. The Vendor has
      provided to the Purchaser a true and complete copy of all contracts and
      amendments thereto that comprise or relate to the Intellectual Property;
      and

	 	 	 
	 	(m) 	
      there are no liabilities of the Vendor or its associates
      or Affiliates, whether or not accrued and whether or not determined or
      determinable, in respect of which the Purchaser may become liable on or
      after the Closing Date; and

	 	 	 
	 	(n) 	
      Vendor will not interfere with, delay or prevent in his
      capacity as executive of or major owner of GSWPS, any of the profit
      Distributions payable from GSWPS to the
Purchaser.




	 	
       
	10. 	
      REPRESENTATIONS OF THE PURCHASER

	 	 
	10.1 	
      The Purchaser represents and warrants to the Vendor as
      follows, with the intent that the Vendor will rely thereon in entering
      into this Agreement and in concluding the purchase and sale contemplated
      hereby, that:




	 	(a) 	
      the Purchaser is a corporation duly incorporated, validly
      existing, and in good standing under the laws of the State of Nevada and
      has the power, authority, and capacity to enter into this Agreement and to
      carry out its terms;

	 	 	 
	 	(b) 	
      the execution and delivery of this Agreement and the
      completion of the transactions contemplated hereby has been duly and
      validly authorized by all necessary corporate action on the part of the
      Purchaser, and this Agreement constitutes a valid and binding obligation
      of the Purchaser enforceable against the Purchaser in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
	 	(c) 	
      there is no requirement for the Purchaser to make any
      filing with, give any notice to or obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      government or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement;

	 	 	 
	 	(d) 	
      neither the execution and delivery of this Agreement nor
      the performance of the Purchaser’s obligations hereunder will violate or
      constitute a default under the constating documents, by-laws, or articles
      of the Purchaser, any order, decree, judgment, statute, by-law, rule,
      regulation, or restriction applicable to the Purchaser, or any contract,
      agreement, instrument, covenant, mortgage or security to which the
      Purchaser is a party or which are binding upon the
  Purchaser;







- 11 - 

	 	(e) 	
      Purchaser hereby notifies Vendor that a true and complete
      copy of each annual, quarterly and other reports, registration statements
      (without exhibits) filed by Purchaser with the Securities and Exchange
      Commission (the “SEC”) since January 10, 2006 (the “Purchaser SEC
      Documents”) is available for examination at the www.sec.gov website. As of their respective
      filing dates, the Purchaser SEC Documents complied in all material
      respects with the requirements of the Securities Act and the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be,
      and the rules and regulations of the SEC promulgated thereunder applicable
      to such Purchaser SEC Documents, and none of the Purchaser SEC Documents
      contained on their filing dates any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading, except to the extent corrected
      by a subsequently filed Purchaser SEC Document. The financial statements
      of Purchaser included in the Purchaser SEC Documents (the “Purchaser
      Financial Statements”) complied as to form in all material respects with
      the published rules and regulations of the SEC with respect thereto, were
      prepared in accordance with generally accepted accounting principles
      applied on a consistent basis throughout the periods indicated (except as
      may be indicated in the notes thereto or, in the case of unaudited
      financial statements, as permitted under Form 10-QSB under the Exchange
      Act) and fairly presented the consolidated financial position of Purchaser
      and its consolidated subsidiaries as of the respective dates thereof and
      the consolidated results of Purchaser’s operations and cash flows for the
      periods indicated (subject to, in the case of unaudited statements, to
      normal and recurring year-end audit adjustments). There has been no change
      in Purchaser’s accounting policies, except as described in the notes to
      the Purchaser Financial Statements or as required by generally accepted
      accounting principles. Since the date of the most recent balance sheet
      included in a Purchaser SEC Document, there has been no material adverse
      effect on the business, operations, assets, condition (financial or
      otherwise) or prospects of the Purchaser;

	 	 	 
	 	(f) 	
      The authorized stock of the Purchaser consists of
      37,500,000 shares of Common Stock of which 14,652,740 were issued and
      outstanding as of January 31, 2010. The common shares to be issued to the
      Vendor under this Agreement will, when so issued, be duly authorized,
      validly issued, fully paid, non-assessable, free of any Encumbrances and
      not subject to any preemptive rights or rights of first refusal created by
      statute or the charter documents or Bylaws of Purchaser or any agreement
      to which Purchaser is a party or is bound and will be issued in compliance
      with federal and state securities laws; and

	 	 	 
	 	(g) 	
      except as disclosed in the Purchaser SEC Documents, (i)
      there are no actions, suits, proceedings, investigations, complaints,
      orders, directives, or notices of defect or non-compliance by or before
      any court, governmental or domestic commission, department, board,
      tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the
      Purchaser’s knowledge threatened against or affecting the Purchaser; and
      (ii) the Purchaser is in compliance in all material respects with all
      applicable laws applicable to Purchaser and its
business.




	 	
       
	11. 	
      REPRESENTATIONS AND WARRANTIES OF
    GSWPS

	 	 
	11.1 	
      GSWPS represents and warrants to the Purchaser as
      follows, with the intent that the Purchaser will rely thereon in entering
      into this Agreement and in concluding the purchase and sale contemplated
      hereby, that:




	 	(a) 	
      GSWPS is a corporation duly incorporated, validly
      existing, and in good standing under the laws of the State of California
      and has the power, authority, and capacity to enter into this Agreement
      and to carry out its terms;

	 	 	 
	 	(b) 	
      the authorized stock of the GSWPS consists of 100,000
      shares of Common Stock of which 100,000 were legally and validly and
      without any encumberance issued and outstanding as of January 30,
    2010;







- 12 - 

	 	(c) 	
      GSWPS has not issued, is not in the process of issuing,
      and will not in the future issue any equity options, warrants or promises
      of any kind to issue equity options or warrants whatsoever, without
      express written permission from the Board of Directors of the
      Purchaser;

	 	 	 
	 	(d) 	
      GSWPS hereby warrants that it may not and will not issue
      any additional common or preferred shares, or make or enter into any
      promise to issue equity of any kind, without the express written approval
      of the Board of Directors of the Purchaser; and that this ANTI DILUTION
      Section shall remain valid for a period of not less than 20 years from the
      date of this Agreement irrespective of the survivability of this Agreement
      in any other respect;

	 	 	 
	 	(e) 	
      will prepare in accordance with GAAP, quarterly financial
      statements for GSWPS in a timely manner not to exceed 37 calendar days of
      quarter end, and deliver those financial statements on electronic
      documents to the Purchaser via email not later than 37 calendar days after
      each quarter- end;

	 	 	 
	 	(f) 	
      the execution and delivery of this Agreement and the
      completion of the transaction contemplated hereby are duly and validly
      authorized by GSWPS and this Agreement constitutes a valid and binding
      obligation of GSWPS enforceable against GSWPS in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
	 	(g) 	
      except as will be remedied by the consents, approvals,
      releases, and discharges described in Schedule 3 - Consents attached
      hereto, neither the execution and delivery of this Agreement nor the
      performance of GSWPS’s obligations hereunder
will:




	 	(i) 	
      violate or constitute default under any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      GSWPS, the Purchased Asset, or any contract, agreement, instrument,
      covenant, mortgage, or security, to which GSWPS is a party or which are
      binding upon GSWPS,

	 	 	 
	 	(ii) 	
      to the knowledge of GSWPS, result in any fees, duties,
      taxes, assessments, penalties or other amounts becoming due or payable by
      the Purchaser under any sales tax legislation. .

	 	 	 
	 	(iii) 	
      give rise to the creation or imposition of any
      Encumbrance on the Purchased Asset,

	 	 	 
	 	(iv) 	
      violate or constitute default under any license, permit,
      approval, consent or authorization held by GSWPS, or

	 	 	 
	 	(v) 	
      violate or trigger any liability on behalf of the
      Purchaser pursuant to any legislation governing the sale of the Purchased
      Asset by GSWPS.




	 	(h) 	
      GSWPS owns and possesses and has good and marketable
      title to the Purchased Asset free and clear of all Encumbrances of every
      kind and nature whatsoever;

	 	 	 
	 	(i) 	
      GSWPS does not have any indebtedness in excess of
      $10,000.00 which might by operation of law or otherwise now or hereafter
      constitute an Encumbrance upon the Purchased Asset;

	 	 	 
	 	(j) 	
      no person other than the Purchaser has any written or
      oral agreement or option or any right or privilege (whether by law,
      pre-emptive or contractual) capable of becoming an agreement or option for
      the purchase or acquisition from GSWPS of the Purchased Asset;

	 	 	 
	 	(k) 	
      except as otherwise provided herein, this Agreement
      discloses all contracts, engagements, and commitments, whether oral or
      written, relating to the Purchased Asset including in particular
      contracts, engagements, and commitments:







- 13 - 

	 	(i) 	
      out of the ordinary course of business,

	 	 	 
	 	(ii) 	
      which entail the payment of in excess of $10,000.00
      during any one year period,

	 	 	 
	 	(iii) 	
      respecting ownership of or title to any interest or claim
      in or to any real or personal property making up the Purchased
    Asset,

	 	 	 
	 	(iv) 	
      respecting any agreement of guarantee, support,
      indemnification, assumption or endorsement of, or any similar commitment
      with respect to, the obligations, liabilities (whether accrued, absolute,
      contingent or otherwise) or indebtedness of any other person except for
      cheques endorsed for collection in the ordinary course of the
    business;

	 	 	 
	 	(v) 	
      any confidentiality, secrecy or non-disclosure contract,
      (whether GSWPS is a beneficiary or obligant thereunder) relating to any
      proprietary or confidential information or any non- competition or similar
      contract;

	 	 	 
	 	(vi) 	
      there has not been any default in any obligation or
      liability in respect of said contracts, engagements, or commitments by
      GSWPS and GSWPS has performed all of the material obligations required to
      be performed by it and is entitled to all benefits under any
    contracts;

	 	 	 
	 	(vii) 	
      there has not been any amendment, modification,
      variation, surrender, or release of said contracts, engagements, and
      commitments; and

	 	 	 
	 	(viii) 	
      each of said contracts, engagements, and commitments is
      in good standing and in full force and effect and GSWPS has performed all
      of the material obligations required to be performed by it and is entitled
      to all benefits thereunder, and is not in default or alleged to be in
      default in respect of any material contract or any other contracts,
      engagements or commitments provided for in this Agreement, to which GSWPS
      is a party or by which it is bound;

	 	 	 
	 	(ix) 	
      Vendor will not interfere with, delay or prevent in his
      capacity as executive of or major owner of GSWPS, any of the profit
      Distributions payable from GSWPS to the
Purchaser.




	 	(l) 	
      all material Licenses required for the uses to which the
      Purchased Asset have been put have been obtained and are in good standing
      and such conduct and uses are in compliance in all material respects with
      such licenses and permits and with all laws, zoning and other bylaws,
      building and other restrictions, rules, regulations, and ordinances
      applicable to the Purchased Asset and neither the execution and delivery
      of this Agreement nor the completion of the purchase and sale hereby
      contemplated will give any person the right to terminate or cancel the
      said licenses or permits or affect such compliance;

	 	 	 
	 	(m) 	
      there are no actions, suits, proceedings, investigations,
      complaints, orders, directives, or notices of defect or noncompliance by
      or before any court, governmental or domestic commission, department,
      board, tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of GSWPS’s
      knowledge threatened against or affecting GSWPS or in respect of the
      Purchased Asset;

	 	 	 
	 	(n) 	
      there is no requirement applicable to GSWPS to make any
      filing with, give any notice to or to obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      governmental or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement, except
      for the filings, notifications, licenses, permits, certificates,
      registrations, consents and approvals described in Schedule 3 - Consents,
      or that relate solely to the identity of the Purchaser or the nature of
      any business carried on by the Purchaser except for the notifications,
      consents and approvals described in Schedule 3 -
  Consents;







- 14 - 

	 	(o) 	
      Vendor has filed or caused to be filed all material tax
      returns of Vendor which have become due (taking into account valid
      extensions of time to file) prior to the date hereof, such returns are
      accurate and complete in all material respects and Vendor has paid or
      caused to be paid all taxes due, in each case to the extent Purchaser
      would incur liability for Vendor’s failure to file such returns or pay
      such taxes. There are no outstanding tax liens that have been filed by any
      tax authority against the Purchased Asset. No claims are being asserted in
      writing with respect to any taxes relating to GSWPS’s business for which
      Purchaser reasonably could be held liable and Vendor knows of no basis for
      the assertion of any such claim;

	 	 	 
	 	(p) 	
      GSWPS has never received any notice of or been prosecuted
      for non-compliance with any Environmental Laws, nor has GSWPS settled any
      allegation of non-compliance short of prosecution. There are no orders or
      directions relating to environmental matters requiring any work, repairs
      or construction or capital expenditures to be made with respect to the
      Purchased Asset, nor has GSWPS received notice of any of the
  same;

	 	 	 
	 	(q) 	
      Intellectual Property is all registered or pending
      Intellectual Property (including particulars of registration or
      application for registration, continuances, or PCT’s) and all licenses,
      registered user agreements and other contracts that comprise or relate to
      Intellectual Property. The Intellectual Property comprises all trade or
      brand names, business names, trade marks, service marks, copyrights,
      patents, trade secrets, know-how, inventions, designs and other industrial
      or intellectual property necessary for use with the Assets. The GSWPS is a
      beneficial owner of the Intellectual Property, free and clear of all
      Encumbrances, and is not a party to or bound by any contract or any other
      obligation whatsoever that limits or impairs its ability to sell,
      transfer, assign or convey, or that otherwise affects, the Intellectual
      Property. No person has been granted any exclusive interest in or
      exclusive right to use all or any portion of the Intellectual Property.
      The use of the Assets does not infringe upon the industrial or
      intellectual property rights, domestic or foreign, of any other person.
      The GSWPS is not aware of a claim of any infringement or breach of any
      industrial or intellectual property rights of any other person, nor has
      the GSWPS received any notice that the use of the Assets, including the
      use of the Intellectual Property, infringes upon or breaches any
      industrial or intellectual property rights of any other person, and the
      GSWPS, after due inquiry, has no knowledge of any infringement or
      violation of any of its rights in the Intellectual Property. The GSWPS is
      not aware of any state of facts that casts doubt on the validity or
      enforceability of any of the Intellectual Property. The GSWPS has provided
      to the Purchaser a true and complete copy of all contracts and amendments
      thereto that comprise or relate to the Intellectual Property;
and

	 	 	 
	 	(r) 	
      there are no liabilities of GSWPS or its associates or
      Affiliates, whether or not accrued and whether or not determined or
      determinable, in respect of which the Purchaser may become liable on or
      after the Closing Date; and




	 	
       
	12. 	
      COVENANTS OF THE
VENDOR



Between the date of this Agreement and
the Closing Date, the Vendor covenants and agrees that the Vendor:

	 	(a) 	
      will work to ensure that GSWPS has a year-end for
      accounting purposes of August 31;

	 	 	 
	 	(b) 	
      will maintain insurance coverage of the scope and in the
      amounts now held in full force and effect and will give all notices and
      present all claims under all policies of insurance in a due and timely
      fashion;

	 	 	 
	 	(c) 	
      will use its best efforts to procure and obtain at or
      prior to the Closing Date all such consents, approvals, releases, and
      discharges as may be required to effect the transactions contemplated
      hereby from all federal, state, municipal or other governmental or
      regulatory bodies and from all other third parties as
  necessary;







- 15 - 

	 	(d) 	
      at the request of the Purchaser, the Vendor will execute
      such consents, authorizations and directions as may be necessary to enable
      the Purchaser or its authorized representatives to obtain full access to
      all files and records relating to the Purchased Asset maintained by
      governmental or other public authorities;

	 	 	 
	 	(e) 	
      the Vendor will use its best efforts to take or cause to
      be taken all necessary corporate action, steps and proceedings to approve
      and authorize validly and effectively the transfer of the Purchased Asset
      to the Purchaser and the execution and delivery of this Agreement and any
      other Agreements or documents contemplated hereby and to cause all
      necessary meetings of members or managers of the Vendor to be held for
      such purpose; and

	 	 	 
	 	(f) 	
      will not, without the prior written consent of the
      Purchaser, enter into any transaction or refrain from doing any action
      that, if effected before the date of this Agreement, would constitute a
      breach of any representation, warranty, covenant or other obligation of
      the Vendor contained herein, and the Vendor will not enter into any
      material supply agreements relating to the Purchased Asset or make any
      material decisions or enter into any material contracts with respect to
      the Purchased Asset without the consent of the Purchaser, which consent
      will not be unreasonably withheld.




	 	
       
	13. 	
      COVENANTS OF GSWPS



Between the date of this Agreement and
the Closing Date, the Vendor covenants and agrees that the Vendor:

	 	(a) 	
      will ensure that GSWPS has a year-end for accounting
      purposes of August 31;

	 	 	 
	 	(b) 	
      will maintain insurance coverage of the scope and in the
      amounts now held in full force and effect and will give all notices and
      present all claims under all policies of insurance in a due and timely
      fashion;

	 	 	 
	 	(c) 	
      will use its best efforts to procure and obtain at or
      prior to the Closing Date all such consents, approvals, releases, and
      discharges as may be required to effect the transactions contemplated
      hereby from all federal, state, municipal or other governmental or
      regulatory bodies and from all other third parties as necessary;

	 	 	 
	 	(d) 	
      at the request of the Purchaser, the Vendor will execute
      such consents, authorizations and directions as may be necessary to enable
      the Purchaser or its authorized representatives to obtain full access to
      all files and records relating to the Purchased Asset maintained by
      governmental or other public authorities;

	 	 	 
	 	(e) 	
      the Vendor will use its best efforts to take or cause to
      be taken all necessary corporate action, steps and proceedings to approve
      and authorize validly and effectively the transfer of the Purchased Asset
      to the Purchaser and the execution and delivery of this Agreement and any
      other Agreements or documents contemplated hereby and to cause all
      necessary meetings of members or managers of the Vendor to be held for
      such purpose; and

	 	 	 
	 	(f) 	
      will not, without the prior written consent of the
      Purchaser, enter into any transaction or refrain from doing any action
      that, if effected before the date of this Agreement, would constitute a
      breach of any representation, warranty, covenant or other obligation of
      the Vendor contained herein, and the Vendor will not enter into any
      material supply agreements relating to the Purchased Asset or make any
      material decisions or enter into any material contracts with respect to
      the Purchased Asset without the consent of the Purchaser, which consent
      will not be unreasonably withheld.







- 16 - 



	14. 	
      COVENANTS OF THE PURCHASER

	 	 
		
      Between the date of this Agreement and the Closing Date,
      the Purchaser will make all reasonable efforts to obtain and procure in
      co-operation with the Vendor all consents, approvals, releases, and
      discharges required to effect the transactions contemplated
  hereby.

	 	 
	 	
       
	15. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL

	 	 
	15.1 	
      Certain Definitions

	 	 
		
      For the purposes of this Section 15 the terms
      “Loss” and “Losses” mean any and all demands, claims,
      actions or causes of action, assessments, losses, damages, Liabilities,
      costs, and expenses, including without limitation, interest, penalties,
      fines and reasonable attorneys, accountants and other professional fees
      and expenses, but excluding any indirect, consequential or punitive
      damages including damages for lost profits or lost business
      opportunities.

	 	 
	15.2 	
      Agreement of Vendor to Indemnify

	 	 
		
      Vendor will indemnify, defend, and hold harmless, to the
      full extent of the law, for a period of five years from the Closing Date,
      the Purchaser and its shareholders from, against, and in respect of any
      and all Losses asserted against, relating to, imposed upon, or incurred by
      the Purchaser and its shareholders by reason of, resulting from, based
      upon or arising out of:




	 	(a) 	
      the breach by Vendor of any representation or warranty of
      Vendor contained in or made pursuant to this Agreement, any Vendor
      document or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
	 	(b) 	
      the breach or partial breach by Vendor of any covenant or
      agreement of Vendor made in or pursuant to this Agreement, any Vendor
      document or any certificate or other instrument delivered pursuant to this
      Agreement.




	15.3 	
      Agreement of Purchaser to Indemnify

	 	 
		
      Purchaser will indemnify, defend, and hold harmless, to
      the full extent of the law, for a period of five years from the Closing
      Date, Vendor from, against, for, and in respect of any and all Losses
      asserted against, relating to, imposed upon, or incurred by Vendor by
      reason of, resulting from, based upon or arising out
of:




	 	(a) 	
      the breach by Purchaser of any representation or warranty
      of Purchaser contained in or made pursuant to this Agreement, any
      Purchaser document or any certificate or other instrument delivered
      pursuant to this Agreement; or

	 	 	 
	 	(b) 	
      the breach or partial breach by Purchaser of any covenant
      or agreement of Purchaser made in or pursuant to this Agreement, any
      Purchaser document or any certificate or other instrument delivered
      pursuant to this Agreement.




	 	
       
	16. 	
      NON MERGER

	 	 
	16.1 	
      The representations, warranties, covenants, and
      agreements of the Vendor contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Closing Date for a period of eighteen months,
      and notwithstanding the completion of the transactions contemplated
      hereby, the waiver of any condition contained herein (unless such
      waiver expressly releases the Vendor of such representation, warranty,
covenant, or agreement), or any investigation by the Purchaser, same will remain
in full force and effect. 







- 17 - 

	16.2 	
      The representations, warranties, covenants, and
      agreements of the Purchaser contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Closing Date for a period of eighteen months,
      and notwithstanding the completion of the transactions contemplated
      hereby, the waiver of any condition contained herein (unless such waiver
      expressly releases the Purchaser of such representation, warranty,
      covenant, or agreement), or any investigation by the Vendor, same will
      remain in full force and effect.

	 	 
	 	
       
	17. 	
      CONDITIONS PRECEDENT

	 	 
	17.1 	
      The obligation of the Purchaser to consummate the
      transactions herein contemplated is subject to the fulfillment of each of
      the following conditions precedent at the times
  stipulated:




	 	(a) 	
      that the representations and warranties of the Vendor
      contained herein are true and correct on and as at the Closing Date with
      the same force and effect as if such representations and warranties were
      made as at the Closing Date, except as may be in writing disclosed to and
      approved by the Purchaser;

	 	 	 
	 	(b) 	
      that all the terms, covenants, conditions, agreements,
      and obligations hereunder on the part of the Vendor to be performed or
      complied with at or prior to the Closing Date, including in particular the
      Vendor’s obligation to deliver the documents and instruments herein
      provided for in Section 14, have been performed and complied with as at
      the Closing Date;

	 	 	 
	 	(c) 	
      that between the date hereof and the Closing Date no
      force majeure, change, event, or circumstance has occurred which
      materially adversely affects the Purchased Asset or which, significantly
      reduces the value of the Purchased Asset to the Purchaser;

	 	 	 
	 	(d) 	
      that between the date hereof and the Closing Date there
      has not been any substantial loss, damage, or destruction, whether or not
      covered by insurance, to the Purchased Asset;

	 	 	 
	 	(e) 	
      no legal or regulatory action or proceeding will be
      pending or threatened by any person to enjoin, restrict or prohibit the
      purchase and sale of the Purchased Asset contemplated hereby;

	 	 	 
	 	(f) 	
      that at the Closing Date, there will have been obtained
      from all appropriate federal, state, municipal or other governmental or
      administrative bodies such licenses, permits, consents, approvals,
      certificates, registrations and authorizations as are required to be
      obtained by the Vendor to permit the change of ownership of the Purchased
      Asset contemplated hereby, and all notices, consents and approvals with
      respect to the transfer or assignment of any contracts;

	 	 	 
	 	(g) 	
      that at the Closing Date, the Vendor will have given or
      obtained the notices, consents and approvals described in Schedule 3 -
      Consents, in each case in form and substance satisfactory to the
      Purchaser, acting reasonably;




	17.2 	
      The foregoing conditions of this Section 17.1 are for the
      exclusive benefit of the Purchaser and may be waived in whole or in part
      by the Purchaser at any time. If any of the conditions contained in
      Section 17.1 will not be performed or fulfilled at or prior to the Closing
      Date to the satisfaction of the Purchaser, acting reasonably, the
      Purchaser, may, by notice to the Vendor, terminate this Agreement and the
      obligations of the Vendor and the Purchaser under this agreement, provided
      that the Purchaser may also bring an action pursuant to Section 15.2
      against the Vendor for damages suffered by the Purchaser where the non-
      performance or non-fulfillment of the relevant condition is as a result of
      a breach of covenant, representation or warranty by the
  Vendor.







- 18 - 

	17.3 	
      The obligation of the Vendor to consummate the
      transactions herein contemplated is subject to the fulfillment of each of
      the following conditions precedent at the times
  stipulated:




	 	(a) 	
      that the representations and warranties of the Purchaser
      contained herein are true and correct on and as of the Closing Date with
      the same force and effect as if such representations and warranties were
      made as at the Closing Date, except as may be in writing disclosed to and
      approved by the Vendor; and

	 	 	 
	 	(b) 	
      that all terms, covenants, conditions, agreements, and
      obligations hereunder on the part of the Purchaser to be performed or
      complied with at or prior to the Closing, including in particular the
      Purchaser’s obligation to deliver the documents and instruments herein
      provided for in Section 15, have been performed and complied with as at
      the Closing.




	17.4 	
      The foregoing conditions of this Section 17.3 are for the
      exclusive benefit of the Vendor and may be waived in whole or in part by
      the Vendor at any time. If any of the conditions contained in this Section
      17.3 will not be performed or fulfilled at or prior to the Closing Date to
      the satisfaction of the Vendor acting reasonably, the Vendor may, by
      notice to the Purchaser, terminate this Agreement and the obligations of
      the Vendor and the Purchaser under this Agreement, provided that the
      Vendor may also bring an action pursuant to Section 15.3 against the
      Purchaser for damages suffered by it where the non- performance or
      non-fulfillment of the relevant condition is as a result of a breach of
      covenant, representation or a warranty by the
Purchaser.




	 	
       
	18. 	
      TRANSACTIONS OF THE VENDOR AT THE
      CLOSING

	 	 
	18.1 	
      At the Closing Date, the Vendor will execute and deliver
      or cause to be executed and delivered all deeds, conveyances, bills of
      sale, transfers, assignments, agreements, certificates, documents, and
      instruments as may be necessary to effectively vest good and marketable
      title to the Purchased Asset in the Purchaser free and clear of any
      Encumbrances and without limiting the foregoing, will execute and deliver
      or cause to be executed and delivered:




	 	(a) 	
      all consents, approvals, releases, and discharges as may
      be required to effect the transactions contemplated hereby, including in
      particular those described in Schedule 3 - Consents;

	 	 	 
	 	(b) 	
      a certificate of the Vendor dated the Closing, acceptable
      in form and content to the solicitors for the Purchaser, certifying that
      the conditions set out in Section 16.1 have been satisfied;

	 	 	 
	 	(c) 	
      executed releases by any third parties which have any
      Encumbrances against the Purchased Asset;

	 	 	 
	 	(d) 	
      a certified copy of a resolution of the Directors of the
      Vendor duly passed authorizing the execution and delivery of this
      Agreement and the completion of the transactions contemplated
    hereby;

	 	 	 
	 	(e) 	
      a subscription agreement for the Purchase Shares;
    and

	 	 	 
	 	(f) 	
      all such other documents and instruments as the
      Purchaser’s lawyers may reasonably require.




	 	
       
	19. 	
      TRANSACTIONS OF THE PURCHASER AT THE
      CLOSING

	 	 
	19.1 	
      At the Closing the Purchaser will deliver or cause to be
      delivered to the Vendor:




	 	(a) 	
      Irrevocable instructions to the transfer agent of the
      Purchaser as to the issuance of the Purchased Shares, in form and
      substance satisfactory to the Vendor;







- 19 - 

	 	(b) 	
      a certified copy of a resolution of the Directors of the
      Purchaser duly passed authorizing the execution and delivery of this
      Agreement and the completion of the transactions contemplated
    hereby;

	 	 	 
	 	(c) 	
      a certificate of an officer of the Purchaser dated as of
      the Closing Date, acceptable in form and content to the solicitors for the
      Vendor, certifying that the conditions precedent set out in Section 13.3
      have been satisfied; and

	 	 	 
	 	(d) 	
      all such other documents and instruments as the Vendor or
      its solicitors may reasonably require.




	 	
       
	20. 	
      TAXES

	 	 
	20.1 	
      All sales, use and other transfer taxes payable in
      respect of the transactions arising out of the purchase of the Assets as
      contemplated hereby will be paid by the Vendor, as far as these taxes are
      being levied by the country of residence of the Vendor, i.e.
  France.

	 	 
	 	 
	21. 	
      FURTHER ASSURANCES

	 	 
	21.1 	
      From time to time subsequent to the Closing Date, the
      parties covenant and agree, at the expense of the requesting party, to
      promptly execute and deliver all such further documents and instruments
      and do all such further acts and things as may be required to carry out
      the full intent and meaning of this Agreement and to effect the
      transactions contemplated hereby.

	 	 
	 	 
	22. 	
      ASSIGNMENT

	 	 
	22.1 	
      This Agreement may not be assigned by any party hereto
      without the prior written consent of the other parties hereto.

	 	 
	 	 
	23. 	
      SUCCESSORS AND ASSIGNS

	 	 
	23.1 	
      This Agreement will enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 
	 	 
	24. 	
      COUNTERPARTS

	 	 
	24.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 
	 	 
	25. 	
      NOTICES

	 	 
	25.1 	
      Any notice required or permitted to be given under this
      Agreement will be in writing and may be given by personal service or by
      prepaid registered mail, and addressed to the proper party or transmitted
      by electronic facsimile generating proof of receipt of
transmission at the address or facsimile number stated below: 







- 20 - 

	(a) 	
      if to the Vendor:



MARK SNYDER 
12900 Brookprinter PL,
#200,
Poway CA 92064 
Fax No.: 858-798-0252 
Email: 
marksnyderelectric@sbcglobal.net 




	(b) 	
      if to GSWPS:




	(c) 	
      Global Solar Water Power Systems 
#105, 2500
      Sweetwater Springs Blvd
Spring Valley California, USA 
Fax
      No:619-660-7503 
Email: mseprojects@sbcglobal.net




	 	 
	(d) 	
      if to the Purchaser:



Enertopia Corp. 
Suite 950 – 1130
West Pender St 
Vancouver BC Canada 
Fax 604-685-1602 
Email: kameo300@gmail.com or 
bossbunka@gmail.com 


with a copy to: 

Clark Wilson 
Attn: Conrad Nest

Suite 800 – 885 W Georgia Street 
Vancouver BC Canada 
Fax
604-687-6314 
Email: CYN@cwilson.com



or to such other address or facsimile
number as any party may specify by notice. Any notice sent by registered mail as
aforesaid will be deemed conclusively to have been effectively given on the
fifth business day after posting; but if at the time of posting or between the
time of posting and the third business day thereafter there is a strike, lockout
or other labour disturbance affecting postal service, then such notice will not
be effectively given until actually received. Any notice transmitted by
electronic facsimile will be deem conclusively to have been effectively given if
evidence of receipt is obtained before 5:00 p.m. (recipient’s time) on a
Business Day, and otherwise on the Business Day next following the date evidence
of receipt of transmission is obtained by the sender. 




- 21 - 

	26. 	
      REFERENCES TO AGREEMENT

	 	 
	26.1 	
      The terms “this Agreement”, “hereof’, “herein”, “hereby”,
      “hereto”, and similar terms refer to this Agreement and not to any
      particular Section, paragraph or other part of this Agreement. References
      to particular Sections are to Sections of this Agreement unless another
      document is specified.



IN WITNESS WHEREOF the parties have executed and delivered
these presents on the dates indicated below. 

	MARK SNYDER 
	 
	Per: 	                                                                                                     
     
	  	Mark Snyder                                                                                
	 	 
	Dated: 	Februrary 10, 2010                                                                     
     
	 	 
	 	 
	GLOBAL SOLAR WATER POWER SYSTEM 
	 
	Per: 	                                                                                                     
     
	  	Mark Snyder - President 
	 	 
	Dated: 	February 10, 2010                                                                      
     
	 	 
	 	 
	ENERTOPIA CORP. 
	 
	Per: 	                                                                                                   
     
	  	Robert McAllister - President 
	 	 
	Dated: 	February 24, 2010                                                                    
     






LIST OF SCHEDULES 

	Schedule 	Description 
	 	 
	1 	Description of Purchased Asset
    
	2 	Consents 
	3 	Subscription Agreement
  






SCHEDULE 1 

DESCRIPTION OF PURCHASED ASSET 

The Purchased Asset is a Credit Note with a value of US $
1,000,000.00 for the manufacture and supply of articulated downhole screen
filters.




SCHEDULE 2 

CONSENTS 

Mark Snyder ?? 

GSWPS:

              
Consent of Board of Directors;

              
Certificate of Incorporation; 

              
Articles and Bylaws;

              
Evidence of Contracts or pending contracts;

              
Valuation report

              
Other? 

Enertopia:

              
Consent of Board of Directors;

              
Other??? 




SCHEDULE 3 

STOCK PURCHASE AGREEMENT 

THIS STOCK PURCHASE AGREEMENT, dated February 28, 2010,
is entered into by and between,

MARK SNYDER, a person residing in the State of
California with an office at 12900 Brookprinter PL, #200, Poway CA 92064 

(herein called “Seller”) 

AND: 

ENERTOPIA CORP., (soon to be renamed Enertopia
Corporation) a corporation existing under the laws of the State of Nevada with
its executive office at 950 – 1130 West Pender Street, Vancouver BC Canada 

(Herein called “purchaser”) 

W I T N E S S E T H: 

WHEREAS, Purchaser and Seller have entered an Asset and Share
Purchase Agreement on February 8, 2010, of which this Stock Purchase Agreement
is attached as Schedule 3; and 

WHEREAS, Purchaser desires to purchase from Seller, and Seller
desires to sell to Purchaser, in any number of individual transactions as may be
required and four times each year, up to a cumulative total of twenty thousand
(20,000) shares (the “Shares”) of the common capital stock of Global
Solar Water Power Systems pursuant to the comprehensive terms and conditions
more particularly set forth in the Asset and Share Purchase Agreement; and 

WHEREAS, Purchaser and Seller desire to set forth certain
representations, warranties and covenants made by each to the other as an
inducement to the execution and delivery of this Agreement and certain
additional agreements related to the transactions contemplated hereby; 

NOW, THEREFORE, in consideration of the above premises and of
the mutual representations, warranties and covenants herein contained, the
parties hereby agree as follows: 

ARTICLE 1 
PURCHASE AND SALE 

1.1 Consideration. Seller agrees to deliver or cause to
be delivered to Purchaser the Shares, free and clear of any and all liens,
pledges, security interests, encumbrances, buy-sell agreements, preemptive
rights or any adverse claims of every kind and character, and Purchaser agrees
to deliver or cause to be delivered to Seller the Purchase Price (as hereinafter
defined). 




1.2 Purchase Price. Purchaser has between December 01,
2009 and February 28, 2010, delivered funds and/or shares to Seller in the
amount US$__$140,500__________.

ARTICLE 2 
REPRESENTATIONS, WARRANTIES AND
ACKNOWLEDGEMENTS BY SELLER 

Seller has the full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby, all proceedings
required to be taken by it to authorize the execution, delivery and performance
of this Agreement and the agreements relating hereto have been properly taken
and this Agreement constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms. There are no outstanding agreements or
arrangements of any character or nature whatever under which Seller is or may
become obligated to issue, assign or transfer the Shares. There are no voting
trust or other agreements or understandings of any kind relating to the Shares.


Furthermore, Seller acknowledges that there exists the
possibility that Enertopia Corp, may enter into or effect a business transaction
that will cause the value of the Shares to materially increase, and that Seller
waives any and all rights it may have to seek recession of this transaction
should such event occur.

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES OF PURCHASER


Purchaser represents and warrants to Seller that Purchaser is
acquiring the Shares hereunder for his own account, for investment and with no
present intention of reselling or otherwise distributing same. Purchaser
acknowledges that this representation has been relied upon by Seller in
conveying the Shares pursuant to the terms and conditions of this Agreement.


ARTICLE 4 
OBLIGATIONS

Seller shall deliver to Purchaser the certificate representing
the Shares duly endorsed to affect the transfer of the Shares to Purchaser not
more than 30 days following the execution of this agreement, which is March 30,
2010. Purchaser has delivered the purchase price in full as of February 28,
2010. 

ARTICLE 5 
MISCELLANEOUS 

5.1 Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other party. 

5.2 Complete Agreement. This Agreement contains the
entire understanding of the parties with respect to the transactions
contemplated hereby and supersedes all prior arrangements or understandings with
respect thereto. There are no representations, agreements, promises, warranties,
covenants or undertakings other than those expressly set forth herein or
therein. 

5.3 Governing Law. This Agreement shall be governed by
the laws of the State of Nevada (regardless of the laws that might be applicable
under principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect and performance. 

5.4 Counterparts. This Agreement may be executed in two
or more counterparts and by facsimile, all of which shall be considered one and
the same agreement and each of which shall be deemed an original. 




IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written. 

	 	PURCHASER: 
	 	 
	 	Enertopia Corp 
	 	 
	 	 
	 	                                                    
                         
	 	Signature 
	 	 
	 	 
	 	SELLER: 
	 	 
	 	Mark Snyder 
	 	 
	 	                                                       
    
	 	 
	 	Signature