Filed by Automated Filing Services Inc. (604) 609-0244 - Euoko Inc. - Exhibit 10.1






- 1 - 

SHARE PURCHASE AGREEMENT 

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

BETWEEN: 

CMMG FINANCE INC., a company
incorporated under the laws of British Columbia, having its registered office at
3055 Kingsway, Vancouver, British Columbia V5R 5J8 

(hereinafter called the "Vendor") 

OF THE FIRST PART 

AND: 

EUOKO INC., a company
incorporated under the laws of Nevada, having its registered office at 314-837
West Hastings Street West, Vancouver, British Columbia V6C 3N6.

(hereinafter called the "Purchaser")


OF THE SECOND PART 

                         
WHEREAS the Vendor is the registered and beneficial holder of 100 (One Hundred)
outstanding shares in the capital of Hewitt-Vevey Pharma Sciences Ltd. (the
"Corporation"), representing 100% of all issued and outstanding shares in the
capital of the Corporation; 

                         
AND WHEREAS the Purchaser desires to buy and the Vendor desires to sell 100 (One
Hundred) of the issued and outstanding shares in the capital of the Corporation,
representing 100% of all issued and outstanding shares in the capital of the
Corporation, for the purchase price and upon the terms and conditions
hereinafter set forth; 

                         
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants, agreements, warranties and payments thereinafter set forth and
provided for, the parties hereto covenant and agree as follows: 




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ARTICLE 1

INTERPRETATION 

1.1                      Definitions


                  
       Whenever used in this Agreement, unless
there is something in the subject matter or context inconsistent therewith, the
following words and phrases shall have the respective meanings ascribed to them
as follows: 

	 	(a) 	
      "Agreement" means this Share Purchase Agreement, any
      instrument amending this Agreement; "hereof", "hereto" and "hereunder" and
      similar expressions mean and refer to this Agreement and not to a
      particular article or Paragraph; and the expression "Article" or
      "Paragraph" followed by a number means and refers to the specified article
      or Paragraph of this Agreement;

	 	 	 
	 	(b) 	
      "Business Day" means a day other than a Saturday, Sunday
      or any other day on which the principal chartered banks located at the
      City of Vancouver are not open for business during normal banking
      hours;

	 	 	 
	 	(c) 	
      "Closing" means the completion of the sale to the
      Purchaser of the Purchased Shares hereunder by the transfer and delivery
      of certificates representing the Purchased Shares endorsed for transfer
      and the payment of the Purchase Price therefor as contemplated
    hereby;

	 	 	 
	 	(d) 	
      "Completion Date" means the 31st day of December
    2007;

	 	 	 
	 	(e) 	
      "Corporation" means Hewitt-Vevey Pharma Sciences
    Ltd.

	 	 	 
	 	(f) 	
      "Document Date" - means that day which is two (2)
      Business Days prior to the Completion Date;

	 	 	 
	 	(g) 	
      "Financial Statements" means the audited interim
      financial statements of the Corporation as at October 31, 2007 consisting
      of the interim balance sheet of the Corporation and the accompanying
      statements of income and expenses prepared in accordance with U.S.
      generally accepted accounting principles;







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	 	(i) 	
      "Person" means any individual, corporation, partnership,
      trustee or trust or unincorporated association or such person's heirs,
      executors, administrators, successors or assigns, as the case may be and
      pronouns have a similar extended meaning;

	 	 	 
	 	(j) 	
      "Purchase Price" means the purchase price payable to the
      Vendor for the Purchased Shares provided for in Paragraph 4.1
    hereof;

	 	 	 
	 	(k) 	
      "Purchased Shares" means 100 (One Hundred) issued and
      outstanding share in the capital of the Corporation;

	 	 	 
	 	(l) 	
      "Purchaser's Conditions" means those conditions precedent
      set out in Paragraph 7.2 hereof;

	 	 	 
	 	(m) 	
      "Subsidiary" means, with respect to the Corporation, any
      corporation of which shares to which are attached more than 50% of the
      voting rights ordinarily exercisable at meetings of the shareholders of
      the corporation are beneficially owned, directly or indirectly, by the
      Corporation and includes any corporation in like relation to a Subsidiary;
      and

	 	 	 
	 	(n) 	
      "Vendor's Conditions" means those conditions precedent
      set out in Paragraph 7.1 hereof.

	 	 	 
	 	(o) 	
      “Liabilities Transfer Date” means December 31,
    2007.



1.2                     Number
and Gender 

                         
In this Agreement, words importing the singular include the plural and vice
versa and words importing a specific gender include all genders. 




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1.3                      Currency


                         
Unless otherwise indicated all dollar amounts referred to in this Agreement are
in United States funds. 

1.4                     Accounting
Principles 

                         
Wherever in this Agreement reference is made to generally accepted accounting
principles, such reference shall be deemed to be to U.S. generally accepted
accounting principles. 

1.5                       Headings


                         
The division of this Agreement into Articles and Paragraphs and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement. 

ARTICLE 2

 SCHEDULES 

2.1                      Description
of Schedules 

                         
The following are the Schedules attached to and incorporated in this Agreement
by reference and deemed to be a part hereof: 

None.




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ARTICLE 3

PURCHASE AND SALE 

3.1                     
Purchase and Sale 

                         
Subject to the terms and conditions hereof, the Vendor hereby sells, assigns and
transfers to the Purchaser and the Purchaser hereby purchases the Purchased
Shares. 

ARTICLE 4

PURCHASE PRICE 

4.1                     
Amount of Purchase Price 

                         
The aggregate Purchase Price payable by the Purchaser to the Vendor for the
Purchased Shares shall be the sum of $50,000.00 USD subject to adjustment as set
out herein (the "Purchase Price"). 

4.2                     
Payment of Purchase Price 

                         
The Purchase Price shall be paid and satisfied in the following manner: 

(a)      by
delivery to the agent of the Vendor, $50,000.00 USD upon signing;

4.3                     
Adjustments 

                         
All expenses and liabilities of the Corporation up to the Liabilities Transfer
Date in excess of the liquid cash assets of the Corporation on the Completion
Date shall be for the account of the Vendor.

4.4                      Payment
of Royalty 

                         
In addition to the payment of the Purchase Price by the Purchaser to the Vendor,
the Purchases agrees to pay to the Vendor a royalty fee calculated by
multiplying 0.0275 by the gross revenues of the Corporation within 60 days of
each fiscal year-end of the Corporation up to a maximum cumulative royalty fee
of $500,000 USD.




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ARTICLE 5 

REPRESENTATIONS AND WARRANTIES OF THE VENDOR 

5.1                     Vendor
Representations and Warranties 

                         
The Vendor hereby represents and warrants to the Purchaser as follows and
acknowledges that the Purchaser is relying on such representations and
warranties in connection with the transactions contemplated by this Agreement.


5.1.1                  Incorporation
and Organization of the Corporation 

                         
The Corporation is a corporation duly incorporated, subsisting and in good
standing under the laws of the Province of Ontario. No proceedings have been
instituted or are pending for the dissolution or liquidation of the Corporation
or threatening its existence. 

5.1.2           
     Qualification to do Business 

                         
The Corporation has the necessary corporate power, authority and capacity to own
or lease its property and to carry on its business as now being conducted by it
and is qualified to carry on its business under the laws of the Province of
Ontario, being the only jurisdiction in which the Corporation carries on
business. 

5.1.3                
 Authorized Capital 

                         
The authorized capital of the Corporation consists of 100 (One Hundred) Common
shares without par value. 

5.1.4                  Issued
  Shares

                         
There are 100 (One Hundred) Common shares in the authorized capital of the
Corporation which have been duly and validly allotted and issued and is
outstanding as fully paid and non-assessable. 




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5.1.5                
 Ownership of Purchased Shares 

                         
The Vendor is the legal and beneficial owner of the Purchased Shares. 

5.1.6                  No
Options 

                         
No person other than the Purchaser under this Agreement has any agreement or
option or any right capable of becoming an agreement or option for the purchase
from the Vendor of the Purchased Shares. 

5.1.7               
 No Issue of Shares or Convertible Securities 

                         
No person has any agreement or option or any right capable of becoming an
agreement or option, including convertible securities, warrants or convertible
obligations of any nature, for the purchase, subscription or issuance of any
unissued shares of the Corporation or of any other securities of the
Corporation. 

5.1.8                
 Absence of Conflicting Agreements 

                         
The Vendor is not a party to, bound or affected by or subject to any indenture,
mortgage, lease, agreement, instrument, order, judgement or decree which would
be violated, contravened or breached by the execution and delivery by the Vendor
of this Agreement or the performance by the Vendor of any of the terms hereof.


5.1.9               
 Subsidiaries 

                         
The Corporation has no Subsidiaries. 

5.1.10            
 Financial Statements 

         
(a)        The Financial Statements have been
prepared in accordance with U.S. generally accepted accounting principles
applied on a basis consistent with those of previous years and present fairly:


	 	(i) 	
      all the assets, liabilities (whether accrued, absolute,
      contingent or otherwise) and







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      the financial condition of the Corporation as at the
      Financial Year End; and

	 	 	 
	 	(ii) 	
      the sales, earnings and results of operations of the
      Corporation for the twelve month period then
ended.



5.1.11               
Business Carried on in Ordinary Course 

                         
The business of the Corporation has been carried on in the ordinary course since
the Financial Year End and the Corporation has not, since the Financial Year
End, sold or otherwise disposed of any of its assets except in the ordinary
course of business. Since the Financial Year End there has been no change in the
business, operations, affairs or condition of the Corporation, financial or
otherwise, or arising as a result of any legislative or regulatory change,
revocation of any license or right to do business, fire, explosion, accident,
casualty, labour problem, flood, drought, riot, storm, act of God or otherwise,
except changes occurring in the ordinary course of business and which, in the
aggregate, have not materially adversely affected and will not materially
adversely affect the business, operations, affairs or condition of the
Corporation nor is the Vendor aware of any such proposed change. 

5.1.12                Absence
of Unusual Transactions 

                         
Since the date of the Financial Year End, the Corporation has not: 

	 	(a) 	
      transferred, assigned, sold or otherwise disposed of any
      of its assets except in the ordinary and usual course of
  business;

	 	 	 
	 	(b) 	
      suffered an operating loss or any extraordinary loss, or
      waived any rights of substantial value, or entered into any commitment or
      transaction not in the ordinary and usual course of business where such
      loss, rights, commitment or transaction is or would be material in
      relation to the Corporation or its business, as the case may be;

	 	 	 
	 	(c) 	
      mortgaged, pledged, subjected to lien, granted a security
      interest in or otherwise encumbered any of the assets of the Corporation;
      or

	 	 	 
	 	(d) 	
      authorized or agreed or otherwise become committed to do
      any of the foregoing.



5.1.13               
 Minute Books and Corporate Records 




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The corporate records and minute book of the Corporation contain originals of
all of the constating documents and amendments thereto and complete and accurate
minutes of all meetings of and copies of all by-laws and resolutions passed by
the directors and shareholders of the Corporation since its incorporation; all
such meetings were duly called and held, all such by-laws and resolutions duly
passed and the share certificate books, register of shareholders, register of
transfers, register of directors, register of debt holders and other corporate
registers of the Corporation are complete and accurate in all material respects.
There is neither a shareholders' agreement nor a unanimous shareholders'
agreement governing the affairs of the Corporation or the relationships, right
and duties of its shareholders. 

5.1.14               
 Accuracy of Books and Records 

                         
The books and records, financial and otherwise, of the Corporation fairly and
correctly set out and disclose in all material respects the financial position
of the Corporation as at the date hereof and all material financial transactions
of the Corporation have been accurately recorded in such books and records in
conformity with U.S. generally accepted accounting principles. 

5.1.15              
 No Guarantees, etc. 

                         
The Corporation is not a party to or bound by any agreement of guarantee,
indemnification, assumption or endorsement or any like commitment of the
obligations, liabilities (contingent or otherwise) or indebtedness of any other
Person. 

5.1.16               
 No Dividends, etc. 

                         
The Corporation has not since the Financial Year End declared or paid and has
not been deemed under the Income Tax Act (Canada) to have declared or paid any
dividends or declared or made any other distribution on its outstanding
securities and has not redeemed, purchased, or otherwise acquired any of its
outstanding securities or agreed to do so. 




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5.1.17            
 Payments to Employees and Others 

         
(a)        No payments have been made or
authorized since the Financial Year End by the Corporation to its officers,
directors, shareholders or employees, to its former officers, directors,
shareholders or employees or to any Person not dealing at arm's length (as such
term is construed under the Income Tax Act (Canada) with any of the foregoing,
except in the ordinary course of business and at the regular rates payable to
them as salaries, pensions, bonuses, rents, management fees or other
remuneration of any nature. 

         
(b)        The aggregate amount of salaries,
pensions, bonuses, rents, management fees or other remuneration of any nature
(other than dividends disclosed in the Financial Statements) paid or payable by
the Corporation to or for the benefit of the Vendor or to or for the benefit of
any person not dealing at arm's length, as such term is construed under the
Income Tax Act (Canada), with the Vendor, during the period ended the Financial
Year End are accurately reflected in the Financial Statements, and since that
date have been made at no greater rates than those prevailing at the end of the
said period. 

5.1.18             
 Capital Expenditures 

                         
No capital expenditures have been made or authorized by the Corporation since
the Financial Year End except in the ordinary course of business. 

5.1.19            
 Employment Matters 

         
(a)        To the best of the Vendor's
knowledge, information and belief, the Corporation is not liable for any damages
to any employee, consultant, former employee or former consultant resulting from
the violation of any applicable employment law or employment agreement. 

5.1.20                
Vacation Pay 

                         
All vacation pay, bonuses, commissions and other employee benefit payments
payable to employees of the Corporation have been paid. 




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5.1.21              
 Leases 

                         
There are no property leases. 

5.1.22              
 Title to Personal Property 

                         
The Corporation is the owner of all of its personal property (other than any
personal property leased to it) with good and marketable title thereto free and
clear of any mortgage, lien, charge, security interest, adverse claim or other
encumbrance whatsoever. 

5.1.24               
Material Contracts 

                         
There are no material contracts. 

5.1.25               
No Default Under Agreements 

                         
The Corporation is not in default under or in breach of any material contract,
agreement (whether written or oral), indenture or other instrument to which it
is a party or by which it is bound and to the best of the knowledge of the
Vendor there exists no set of facts which, after notice or lapse of time or
both, would constitute such a default or breach, and each of such contracts,
agreements, indentures or other instruments is now in good standing and in full
force and effect without amendment thereto and the Corporation is entitled to
all rights and benefits thereunder. 

5.1.26              
 Non-Arm's Length Contracts 

                         
Except as disclosed to the Purchaser in writing, the Corporation is not a party
to any contract, agreement or arrangement with any associated or affiliated
corporation or with any Person with which it does not deal at arm's length
within the meaning of the Income Tax Act (Canada). 




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5.1.27              
 No Loans to Directors etc. 

                         
The Corporation has no loan or other indebtedness outstanding (other than the
normal salaries, bonuses, fringe benefits and the obligations to reimburse for
expenses incurred on behalf of the Corporation in the normal course of
employment) which has been made or incurred to any director, officer,
shareholder or employee, to any former director, officer, shareholder or
employee of the Corporation or to any Person with which it or any of the
foregoing do not deal at arm's length within the meaning of the Income Tax Act
(Canada). 

5.1.28               
Litigation 

                         
Except as disclosed in writing to the Purchaser, there are no actions, suits,
investigations, arbitration proceedings or other proceedings (whether or not
purportedly on behalf of the Corporation) pending or threatened against or
affecting the Corporation, the Vendor, the title of the Vendor to the Purchased
Shares or that would enjoin, restrict or prohibit the purchase and sale of the
Purchased Shares contemplated hereby, at law or in equity or before or by any
federal, provincial, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, or by
or before any arbitrator. The Vendor is not aware of any existing grounds on
which any such action, suit or proceeding might be commenced with any reasonable
likelihood of success; and there is not currently outstanding against the
Corporation or the Vendor any judgment, decree, injunction, ruling, order or
award of any court, governmental department, commission, board, bureau, agency,
instrumentality, domestic or foreign, or arbitrator. 

5.1.29               
 Tax and Government Returns 

                         
The Corporation has duly filed in a timely manner all Federal and Provincial Tax
and all Corporate Capital Tax returns required to be filed by it in respect of
all fiscal periods up to and including the Financial Year End (including any and
all tax elections available to the Corporation in relation to such tax returns)
and all information returns as to which the non-filing or late filing could
result in interest or penalties, has made complete and accurate disclosure in
such returns and has sufficient liquid cash resources to pay all outstanding
taxes shown on such returns as being due and payable and has also sufficient
liquid cash resources to pay all outstanding assessments and reassessments and
all other taxes, governmental charges, penalties, interest and fines due and
payable by the Corporation in respect of such returns up to the Financial Year
End date thereof. There are no agreements, waivers or other arrangements
providing for an extension of time with respect to the assessment or
reassessment of such taxes or the filing of any such tax 




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return by, or payment of any such tax by, or levying of any
governmental charge against, the Corporation. There are no actions, audits,
assessments, reassessments, suits, proceedings, investigations or claims now
threatened or pending against the Corporation in respect of such taxes or
governmental charges or any matters under discussion with any governmental
authority relating to such taxes or governmental charges asserted by any such
authority. The Corporation has withheld from each payment made by it the amount
of all such taxes and other deductions required to be withheld therefrom and has
paid the same to the proper taxing or other authority within the time prescribed
under any applicable legislation or regulation. 

5.1.30               
Goods and Services and Social Services Taxes and Returns 

                         
The Corporation has duly filed in a timely manner all Goods and Services Tax and
Social Services Tax returns required to be filed by it in respect of all periods
up to and including the date hereof (including any and all tax elections
available to the Corporation in relation to such tax returns) and all
information returns as to which the non-filing or late filing could result in
interest or penalties, has made complete and accurate disclosure in such returns
and has sufficient liquid cash resources to pay all outstanding taxes shown on
such returns as being due and payable and has also sufficient liquid cash
resources to pay all assessments and reassessments and all other taxes,
governmental charges, penalties, interest and fines due and payable by the
Corporation in respect of such returns up to the date hereof. There are no
agreements, waivers or other arrangements providing for an extension of time
with respect to the assessment or reassessment of such taxes or the filing of
any such tax return by, or payment of any such tax by, or levying of any
governmental charge against, the Corporation. There are no actions, audits,
assessments, reassessments, suits, proceedings, investigations or claims now
threatened or pending against the Corporation in respect of such taxes or
governmental charges or any matters under discussion with any governmental
authority relating to such taxes or governmental charges asserted by any such
authority. The Corporation has withheld from each payment made by it the amount
of all such taxes and other deductions required to be withheld therefrom and has
paid the same to the proper taxing or other authority within the time prescribed
under any applicable legislation or regulation. 

5.1.31              
 Compliance with Applicable Laws, etc. 

                         
The Corporation has conducted and is conducting its business in compliance with
all applicable laws, rules and regulations of each jurisdiction in which its
business is carried on and is not in breach of any such laws, rules or
regulations, and is duly licensed, registered or qualified in the jurisdiction
in which it owns or leases its assets or carries on its business, to enable the
business to be carried on as now conducted and its property and assets to be
owned, leased and operated, and all such licenses, registrations 




- 14 - 

and qualifications are valid and subsisting and in good
standing and none of the same contains any burdensome term, provision, condition
or limitation which has or may have adverse effect on the operation of the said
business. 

5.1.32               
Residence of Vendor 

                         
The Vendor is a not a non-resident of Canada within the meaning of the Income
Tax Act (Canada). 

5.1.33              
 No Liabilities, etc. 

                         
There are no liabilities of the Corporation of any kind whatsoever, contingent
or otherwise, existing on the date hereof in respect of which the Corporation or
the Purchaser may be liable on or after the completion of the transactions
contemplated by this Agreement: 

         
(a)           
 liabilities disclosed or referred to in this Agreement. 

all of which the Vendor will cause to be paid in full on the
Closing Date. 

ARTICLE 6

COVENANTS 

6.1                     
Delivery of Documents, Consents, Books and Records 

                         
The Vendor shall on or before the Document Date deliver or cause to be delivered
to the solicitor for the Purchaser the following: 

	 	(a) 	
      signed Resolutions of the Directors of the Corporation
      dated the Completion Date:

	 	 	 	 
	 		(i) 	
      authorizing the transfer of the Purchased Shares to the
      Purchaser, the recording of such transfer in the records of the
      Corporation showing the Purchaser as the holder of the Purchased Shares as
      at the Completion Date and the issuance of a share certificate in the name
      of the Purchaser dated the Completion Date representing the Purchased
      Shares;







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	 	(b) 	
      a signed share certificate in the name of the Purchaser
      dated the Completion Date representing the Purchased Shares; and

	 	 	 
	 	(b) 	
      such further and other documents, resolutions, notices,
      consents and acknowledgements as the Purchaser, in its discretion, deems
      necessary.



To complete the purchase and sale described in Section 3.1 of
this Agreement, and without restricting the generality of that Section 3.1: 

	 	(a) 	
      the Corporation will, on or before the Document Date,
      provide signed resolutions of the directors of the Corporation authorizing
      the transfer of the Purchased Shares to the Purchaser, the recording of
      such transfer in the records of the Corporation showing the Purchaser as
      the registered holder of the Purchased shares as at the Completion Date
      and the issuance of a share certificate in the name of the Purchaser dated
      the Completion Date representing the Purchased Shares;

	 	 	 	 
	 	(b) 	
      the Vendor will, on or before the Document Date,
      surrender to the Corporation for cancellation share certificate no. 0002
      representing 100% of the issued and outstanding shares of the
      Corporation;

	 	 	 	 
	 	(c) 	
      upon the Vendor surrendering share certificate no. 0002,
      the Corporation will, on or before the Completion Date:

	 	 	 	 
	 		(i) 	
      cancel the said share certificate; and,

	 	 	 	 
	 		(ii) 	
      cause 100% of the issued and outstanding shares of the
      Corporation to be issued to the Purchaser and deliver to the Purchaser a
      share certificate evidencing 100% of the issued and outstanding shares of
      the Corporation.

	 	 	 	 
	 	(d) 	
      each party to this Agreement will deliver such further
      and other documents, notices, consents and acknowledgements as the other
      parties to this Agreement, in their reasonable discretion, deem
      necessary.







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6.2                     
Financial Statements and Returns 

                         
The Vendor further covenants and agrees that as soon as possible following the
Completion Date and in any event on or before that date which is the earlier of
ninety (90) days after the Completion Date or the date which is ten (10)
Business Days prior to the last filing date allowed by the respective
governmental authority with which any such Returns (as hereinafter defined) are
to be filed, cause: 

	 	(a) 	
      financial statements of the Corporation to be prepared
      for the period from the Financial Year End to the Completion Date (the
      "Stub Period");

	 	 	 
	 	(b) 	
      an Income Tax Return of the Corporation to be prepared
      for the Stub Period and the preceding Financial Year;

	 	 	 
	 	(c) 	
      a Corporate Capital Tax Return of the Corporation to be
      prepared for the Stub Period and the preceding Financial Year if
      required;

	 	 	 
	 	(d) 	
      a Goods and Services Tax Return and, if required, a
      Social Services Tax Return of the Corporation to be prepared to the
      Completion Date;

	 	 	 
	 	(e) 	
      all necessary returns to be prepared in respect of all
      employee withholdings required to be withheld by the Corporation to the
      Completion Date; and

	 	 	 
	 	(f) 	
      any other returns required to be filed by the Corporation
      with any third party for the businesses of the Corporation to the
      Completion Date;



(all of the above financial statements and returns are
hereinafter called the "Statement and Returns" and all of the above returns are
hereinafter called the "Returns") all at the sole cost and expense of the
Vendor. The Statement and Returns shall be reviewed and approved by the
accountant of the Purchaser prior to filing and the approved amounts to be
remitted therewith shall be remitted or caused to be remitted by the Vendor.


                         
The Vendor shall indemnify the Purchaser and the Corporation for any payment
amount, interest thereon or penalties incurred by the Corporation as a result of
any non-payment or delay in payment of an amount set out on the Returns or as a
result of any of the Returns being filed later than required. 




- 17 - 

6.3                     Costs
and Expenses 

                         
The Vendor and Purchaser shall each bear their own costs and expenses in
relation to the preparation of agreements relating to and the completion of the
purchase and sale of the Purchased Shares. 

ARTICLE 7 

CONDITIONS PRECEDENT 

7.1                      Vendor's
Conditions Precedent 

                         
The obligation of the Vendor to sell the Purchased Shares as set out herein is
subject to the Purchaser having delivered the Closing Funds to the Vendor on the
Completion Date. 

7.2                      Purchaser's
Conditions Precedent 

                         
The obligations of the Purchaser set out in this Agreement are subject to the
fulfilment by the Vendor, at or prior to the time for performance thereof of the
following conditions: 

	 	(a) 	
      the Vendor shall, on or before the Document Date, have
      delivered those certificates, documents, share certificates, consents and
      other documents and agreements set out in Paragraph 6.1.
  inclusive;

	 	 	 
	 	(b) 	
      the title to the personal property of the Corporation
      being free and clear of all financial encumbrances as at the Document
      Date;

	 	 	 
	 	(c) 	
      no damage, destruction, or loss to any assets of the
      Corporation shall have occurred prior to the Closing;

	 	 	 
	 	(d) 	
      prior to the Closing no injunction or restraining order
      of a court or administrative tribunal of competent jurisdiction shall be
      in effect prohibiting the transactions between the parties contemplated
      hereby and no action or proceeding shall have been instituted and remain
      pending before any court or administrative tribunal to restrain or
      prohibit the transactions between the parties contemplated hereby;
    and







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	 	(e) 	
      prior to the Closing no event shall have occurred or
      condition or state of facts of any character shall have arisen or
      legislation, whether by statute, rule, regulation, by-law, or otherwise,
      shall have been introduced which might reasonably be expected to have a
      material adverse effect upon the financial condition, results of
      operations, business, or prospects of the Corporation, other than those of
      general application to businesses similar to that of the Corporation or
      assets similar to its assets.



7.3                     
The Vendor's Conditions are for the exclusive benefit of the Vendor and may be
waived in writing by the Vendor in whole or in part on or before the date for
performance thereof or failing a specific date for performance on or before the
Completion Date. 

7.4                      The
Purchaser's Conditions are for the exclusive benefit of the Purchaser and may be
waived in writing by the Purchaser in whole or in part on or before the date for
performance thereof or failing a specific date for performance on or before the
Completion Date. 

7.5                      In
the event that the Purchaser does not waive all of the conditions precedent set
out in Paragraph 7.2 hereof the Purchaser shall have not further interest in the
Shares and all obligations of the Vendor and Purchaser one to the other set out
herein shall automatically terminate. 

ARTICLE 8

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS


8.1                     
  Certificate of a Party

                         
All statements contained in any certificate or other instrument delivered by or
on behalf of any party pursuant to or in connection with the transactions
contemplated by this Agreement shall be deemed to be made by such party
hereunder. 

8.2                     
Survival of Representations and Warranties of the Vendor 

                         
All representations and warranties of the Vendor contained in this Agreement or
contained in any agreement, certificate or other document delivered or given
pursuant to this Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Purchaser with respect
thereto, shall continue in full force and effect for the benefit of the
Purchaser: 




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	 	(a) 	
      in respect of matters other than those set out in
      paragraph 8.2(b) and (c) hereof for a period of one (1) year from the
      Closing;

	 	 	 
	 	(b) 	
      in respect of tax matters, unless resulting from any
      misrepresentation made or fraud committed in filing a return or supplying
      information for the purposes of the Income Tax Act (Canada), or any other
      legislation imposing tax on the Corporation, for the period commencing on
      the Closing and ending on the date on which the last applicable limitation
      period under applicable income tax or other tax legislation expires with
      respect to any taxation year which is relevant in determining any
      liability under this Agreement with respect to tax matters; and

	 	 	 
	 	(c) 	
      there shall be no limit on the representations and
      warranties relating to title of the Vendor to the Purchased Shares or
      relating to tax liability of the Corporation based on any
      misrepresentation made or fraud committed in filing a return or supplying
      information for purposes of any legislation imposing tax on the
      Corporation;



and any claim in respect thereof (except a claim based on
fraud) shall be made within such period in accordance with the provisions set
out in Article 9 and upon the expiry of such period the Vendor shall have no
further liability to the Purchaser hereunder with respect to any such
representations or warranties. 

8.3                     
Survival of Covenants 

                         
All covenants of the Vendor and the Purchaser contained in this Agreement,
including the indemnity covenants, or in any agreement or other document
delivered or given pursuant to or in connection with this Agreement shall
survive the Closing. 

ARTICLE 9

CLOSING ARRANGEMENTS 

9.1                     
Time and Place of Closing 

                         
The completion of the transactions contemplated by this Agreement shall take
place at the offices of the Purchaser at 3055 Kingsway, Vancouver, British
Columbia V5R 5J8 and shall commence at 




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10:00 o'clock a.m. on the Completion Date or at such other
place on such other date or at such other time as may be agreed upon between the
parties hereto. 

9.2                     
The Purchase and Sale of the Purchased Shares herein contemplated shall, upon
completion, be effective from 12:01 a.m. on the Completion Date. 

9.3                     
All matters of payment, execution, delivery and registration of documents set
out in this Agreement shall be deemed to be concurrent requirements
notwithstanding the actual date of such payment, execution, delivery or
registration and it is specifically agreed by the Vendor and Purchaser that
nothing will be complete at the Closing until all such matters have been
completed. 

ARTICLE 10

INDEMNIFICATION 

10.1                  
Indemnification by the Vendor 

                         
The Vendor shall indemnify and save the Purchaser and the Corporation harmless
from and against all losses, costs, damages and liabilities suffered or incurred
by the Purchaser or the Corporation relating to, arising from, or as a result of
any breach of representation, warranty or covenant on the part of the Vendor
contained in this Agreement or in any agreement or document delivered to the
Purchaser pursuant to or in connection with this Agreement, including, without
limitation, all claims, actions, suits, demands, costs and expenses, including
reasonable legal fees and disbursements on a solicitor and own client basis and
accounting fees, in respect of the foregoing. 

10.2                  
Notice of Claim 

                         
If the Purchaser (herein called the "Indemnified Party") wishes to make a claim
for indemnification (a "Claim") pursuant to this Article 10 against the Vendor
(herein called the "Indemnifying Party"), the Indemnified Party shall promptly
give notice to the Indemnifying Party of the Claim. Such notice shall specify
whether the Claim originates with the Indemnified Party (an "Original Claim") or
with a Person other than the Indemnified Party (a "Third Party Claim"), and
shall also specify with reasonable particularity (to the extent that the
information is available): 

	 	(a) 	
      the factual basis for the Claim;
and







- 21 - 

	 	(b) 	
      the amount of the Claim, or, if an amount is not then
      determinable, an approximate and reasonable estimate of the potential
      amount of the Claim.



10.4                   Procedure
for Indemnification 

(a)        Following receipt
  of notice of a Claim from an Indemnified Party, the Indemnifying Party shall
  have 30 days (or such lesser period as may be required by law to file a defence)
  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 and its authorized representatives
  the information relied upon by the Indemnified Party to substantiate the Claim.
  If the Indemnified Party and the Indemnifying Party agree at or prior to the
  expiration of such 30 day period ( or any mutually agreed upon extension thereof)
  to the validity and the amount of the Claim, the Indemnifying Party shall immediately
  pay to the Indemnified Party the full agreed upon amount of the Claim. 

(b)        With respect to any
Third Party Claim, the Indemnifying Party shall have the right exercisable by
written notice to the Indemnified Party not later than 30 days (or such lesser
period as may be required by law to file a defence) following the Indemnifying
Party's receipt of the notice of the Third Party Claim pursuant to Paragraph
10.3 and at their own expense, to participate in or assume control of the
negotiation, settlement or defence of the Third Party Claim and, in such event,
the Indemnifying Party shall reimburse the Indemnified Party for all of the
Indemnified Party's reasonable actual out-of-pocket expenses as a result of such
participation or assumption and, at the Indemnified Party's request, furnish the
Indemnified Party with reasonable security against any costs or liabilities to
which the Indemnified Party may be or become exposed by reason of such
negotiation, settlement or defence. If the Indemnifying Party elects to assume
such control, the Indemnified Party shall cooperate with the Indemnifying Party,
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim at their own expense and shall have the right to disagree
on reasonable grounds with the selection and retention of counsel, in which case
counsel satisfactory to the Indemnifying Party and the Indemnified Party shall
be retained by the Indemnifying Party. If the Indemnifying Party, having elected
to assume such control thereafter fails to defend any such Third Party Claim
within a reasonable time, the Indemnified Party shall be entitled to assume such
control and 




- 22 - 

the Indemnifying Party shall be bound
by the results obtained by the Indemnified Party with respect to such Third
Party Claim. 

10.5                  
Additional Rules and Procedures 

                         
The obligation of the Indemnifying Party to indemnify the Purchaser pursuant to
this Article shall also be subject to the following: 

	 	(a) 	
      any Claim arising as a result of a breach of a
      representation or warranty shall be made not later than the date on which,
      pursuant to Article 8, such representation or warranty
  terminated.

	 	 	 
	 	(b) 	
      in the event that any Third Party Claim is of a nature
      such that the Indemnified Party is required by applicable law to make a
      payment to any Person (a "Third Party") with respect to such Third Party
      Claim before the completion of settlement negotiations or related
      proceedings, the Indemnified Party may make such payment and the
      Indemnifying Party shall, forthwith after demand by the Indemnified Party,
      reimburse the Indemnified Party for any such payment. If the amount of any
      liability under the Third Party Claim, in respect of which such a payment
      was made, as finally determined, is less than the amount which was paid by
      the Indemnifying Party to the Indemnified Party, the Indemnified Party
      shall, forthwith after receipt of the difference from the Third Party, pay
      such difference to the Indemnifying Party.



(c)        except in the
circumstance contemplated by Subparagraph 10.5(b) and whether or not the
Indemnifying Party assumes control of the negotiation, settlement or defence of
any Third Party Claim, the Indemnified Party shall not negotiate, settle,
compromise or pay any Third Party Claim except with the prior written consent of
the Indemnifying Party (which consent shall not be unreasonably withheld). 

(d)        the Indemnified
Party shall not permit any right of appeal in respect of any Third Party Claim
to terminate without giving the Indemnifying Party notice thereof and an
opportunity to contest such Third Party Claim. 

(e)        the Indemnified
Party and the Indemnifying Party shall co-operate fully with each other with
respect to Third Party Claims, shall keep each other fully advised with respect





- 23 - 

thereto (including supplying copies of
all relevant documents promptly as they become available) and shall be prepared
to discuss the Third Party Claim with each other and with counsel at all
reasonable times. 

(f)        notwithstanding
Paragraph 10.4(b), an Indemnifying Party shall not settle any Third Party Claim
or conduct any related legal or administrative proceeding in a manner which
would, in the opinion of the Indemnified Party, acting reasonably, have a
material adverse impact on the Indemnified Party. 

(g)        the final
determination of any Third Party Claim, including all related costs and expenses
will be binding and conclusive upon the parties hereto as to the validity or
invalidity, as the case may be, of such Third Party Claim. 

	 	(h) 	
      if the Indemnified Party subsequently recovers all or
      part of the Third Party Claim from any other Person legally obligated to
      pay the claim, the Indemnified Party shall forthwith repay to the
      Indemnifying Party the amounts recovered up to an amount not exceeding the
      payment made hereunder by the Indemnifying Party by way of
    indemnity.

	 	 	 
	 	(i) 	
      the obligations of the various Persons comprising the
      Indemnifying Party shall be joint as well as several. There shall be no
      requirement that the Indemnified Party proceed against any one or all of
      the Persons comprising the Indemnifying Party before proceeding against
      any other such Person.

	 	 	 
	 	(j) 	
      the provisions of this Article 10 shall constitute the
      sole remedy of the Purchaser against the Vendor with respect to any and
      all breaches of any agreement, covenant, representation or warranty made
      by such party in this Agreement or in any agreement, certificate or other
      document given pursuant to this Agreement.







- 24 - 

ARTICLE 11

MISCELLANEOUS 

11.1                  
Brokerage, Commissions, etc. 

                         
The Vendor agrees to indemnify and save harmless the Corporation and the
Purchaser from and against any claims whatsoever for any brokerage, commission
or other remuneration payable or alleged to be payable to any broker, agent or
other intermediary who purports to act or has acted for the Vendor. The
Purchaser agrees to indemnity and save harmless the Vendor from and against any
claims whatsoever for any brokerage, commission or other remuneration payable or
alleged to be payable to any broker, agent or other intermediary who purports to
act or has acted for the Purchaser. 




- 25 - 

11.2                  
Further Assurances 

                         
This Agreement shall operate as an actual conveyance of the Purchased Shares,
but each of the parties hereto covenants and agrees upon the request of the
other party or parties hereto, whether before or after Closing, that it shall
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
or delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may be reasonably necessary or
desirable to give full effect to this Agreement. 

11.4                  
Notices 

                         
Any notice, direction or other instrument required or permitted to be given to
any party hereunder shall be in writing and shall be sufficiently given if
delivered personally, or if sent by registered prepaid mail or if transmitted by
telecopier to such party: 

	 	(a) 	
      in the case of a notice to the Purchaser at:

	 	 	 
	 		
      CMMG Finance Ltd.

	 		
      3055 Kingsway, Vancouver, British Columbia V5R 5J8
      
Fax: 604-899-1450

	 	 	 
	 	(b) 	
      in the case of a notice to the Vendor at:

	 	 	 
	 		
      Euoko Inc.

	 		
      314-837 West Hastings Street West, Vancouver, British
      Columbia V6C 3N6 
Fax: 604-642-6411



                         
Any such notice, direction or other instrument, if delivered personally, shall
be deemed to have been given and received on the date on which it was delivered
at such address, provided that if such day is not a Business Day then the notice
shall be deemed to have been given and received on the Business Day next
following such day. Any notice mailed as aforesaid shall be deemed to have been
given and received on the Third Business Day next following the date of its
mailing. Any notice transmitted by telecopier shall be deemed to have been given
and received on the date of confirmation of receipt by the recipient provided
that if such day is not a Business Day or if it is received after 5:00 o'clock
p.m. in the recipient's time zone on the day of its transmission then it shall
be deemed to have been given and received at the opening of business in the
office of the recipient on the first Business Day next following the
transmission thereof. 




- 26 - 

Any party hereto may change its address for service from time
to time by notice given to the other parties hereto in accordance with the
forgoing. 

11.5                  
Time of the Essence 

                         
Time shall be of the essence of this Agreement. 

11.6                  
Expenses 

                         
Except as otherwise provided herein, costs and expenses (including, without
limitation, the fees and disbursements of legal counsel) incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses. 

11.7                  
Applicable Law 

                         
This Agreement shall be construed and enforced in accordance with and the rights
of the parties shall be governed by, the laws of the Province of British
Columbia and the laws of Canada applicable therein. Any and all disputes arising
under this Agreement, whether as to interpretation, performance or otherwise,
shall be subject to the exclusive jurisdiction of the Courts of the Province of
British Columbia and each of the parties hereto hereby irrevocably attorns to
the jurisdiction of the Courts of such Province. 

11.8                  
Entire Agreement 

                         
This Agreement (including the Schedules hereto) and each of the other agreements
or documents entered into in connection with or pursuant to this Agreement
constitutes the entire agreement between the parties hereto with respect to the
transactions provided for herein and cancels and supersedes any prior
understandings, agreements, negotiations and discussions between the parties
hereto with respect thereto. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements or understandings, express or
implied, between the parties hereto other than is expressly set forth in this
Agreement or in the said other agreements or documents. This Agreement may not
be amended or modified in any respect except by written instrument executed by
each of the parties hereto. 

11.9                  
Counterparts 




- 27 - 

                         
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one and
the same agreement and may be delivered by facsimile. 

11.10                
Assignment 

                         
This Agreement and the rights and obligations of the Vendor and the Purchaser
set out herein may not be assigned by the Vendor or the Purchaser. 

11.11                 Parties
in Interest 

                         
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors. 

                         
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto this
17th day of December 2007. 

 

• EXECUTION ON FOLLOWING PAGE




- 28 - 

	CMMG FINANCE INC. was hereunto 	) 	 
	 	) 	 
	 	) 	 
	Per: /s/ Pasquale
      Cusano 	) 	 
	Authorized Signatory 	) 	 
	Pasquale Cusano 	  	 
	 	  	 
	 	  	 
	 	  	 
	EUOKO INC. was hereunto 	) 	 
	 	) 	 
	 	) 	 
	Per: /s/ Dwight
      Webb 	) 	 
	Authorized Signatory 	) 	 
	Dwight Webb 	)