Definitions
   Business Corporations Act
                                                    <![if !supportLists]>1.1.25.1   
<![endif]>any one or more of the principals of a party;
  <![if !supportLists]>1.1.25.2   
<![endif]>any individual connected by blood relationships to any of the
principals of a party;
  <![if !supportLists]>1.1.25.3   
<![endif]>a corporation which is Controlled by an individual described in
Sections
      <![if !supportLists]>1.1.26.1   
<![endif]>purchase or acquire an asset from the Related Party;
  <![if !supportLists]>1.1.26.2   
<![endif]>assume or otherwise become subject to a liability of the Related
Party;
              Income Tax Act
          Headings
    Extended
Meanings
    Accounting
Principles
    Currency
    Deemed
Covenants
    Schedules
                                                  Article 2 -
PURCHASE AND SALE
  <![if
!supportLists]>2.1         
<![endif]>Purchase and Sale  of Shares
    <![if
!supportLists]>2.2         
<![endif]>Payment of Purchase Price
  which shall be paid as follows at the
Time of Closing on the Closing Date, by the issuance of Twenty Three Million
Five Hundred Thousand (23,500,000) Class �A� Common Restricted Shares of the
Purchaser (the �Purchase Price Shares�) at a deemed issuance price of $0.025 per
Class �A� Common Share.
  Allocation of Purchase
Price
    <![if !supportLists]>Article 3<![endif]>-
REPRESENTATIONS AND
WARRANTIES
  <![if
!supportLists]>3.1         
<![endif]>Representations and
Warranties of the Vendors
                                                                         
            Financial Statements and Financial
Condition
                                                                                                    <![if
!supportLists]>3.1.64          
<![endif]>the Vendors are not non-resident persons within the meaning of
the Tax Act and are residents of the
               Labour
Relations Code
    Labour Relations Code
  Employment Standards Code Human Rights, Citizenship
and Multiculturalism Act Workers Compensation Act Labour
Relations Code
        Employment Pension Plans Act
      Employment Standards
Code Human
Rights Code Labour Relations Code Workers
Compensation Act
                       Trade-marks Act Patent Act
              General
    Survival of the Vendors�
�Representations, Warranties and Covenants
            <![if
!supportLists]>3.3         
<![endif]>Purchaser�s Representations
and Warranties
          Survival of the Purchaser�s
Representations, Warranties and Covenants
      <![if
!supportLists]>3.5         
<![endif]>Acknowledgement of the
Vendors
                          Legend
    �THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE �U.S. SECURITIES ACT�), OR ANY STATE SECURITIES LAWS, AND MAY BE
OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE
CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (C)
IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS; (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATIONS UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS,
AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM
COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR
TO SUCH OFFER, SALE OR TRANSFER.�
  "UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATTER OF [(i)THE
DISTRIBUTION DATE]; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN
THE PROVINCE OR TERRITORY."
  <![if !supportLists]>Article 4<![endif]>-
COVENANTS
  Covenants of Vendors and
Principals - Taxes
    Covenants of Vendors �-
Representations, Warranties and Covenants
    <![if
!supportLists]>4.3         
<![endif]>Covenants of Vendors �-
Conduct Prior to Closing
                  <![if
!supportLists]>4.4         
<![endif]>Compliance with Securities
Laws
    Covenants of the Purchaser -
Representations, Warranties and Covenants
    Covenant of the Purchaser -
Post-Closing Matters
    CONDITIONS
  <![if
!supportLists]>4.7         
<![endif]>Conditions for the Benefit
of the Purchaser
                <![if
!supportLists]>4.7.7             
<![endif]>the Vendors shall provide such certificates, affidavits or
statutory declarations as the Purchaser's Counsel may reasonably think necessary
in order to establish that the terms, covenants and conditions contained in this
Agreement to have been performed or complied with at or prior to the Time of
Closing� on the Closing Date have been performed and complied with and that the
representations and warranties of the Vendors �herein given are true and correct
at the Time of Closing on the Closing Date;
                        <![if
!supportLists]>4.7.17          
<![endif]>the Vendors shall have terminated all shareholders� agreements
pertaining to the Corporation;
    <![if
!supportLists]>4.8         
<![endif]>Remedies of
Purchaser
          <![if
!supportLists]>4.9         
<![endif]>Condition for the Benefit of
the Vendors
                          <![if
!supportLists]>4.9.8             
<![endif]>the Purchaser shall provide such certificates, affidavits or
statutory declarations of the Purchaser as the Vendors may reasonably think
necessary in order to establish that the terms, covenants and conditions
contained in this Agreement to have been performed or complied with by the
Purchaser at or prior to the Time of Closing on the Closing Date have been
performed and complied with and that the representations and warranties of the
Purchaser herein given are true and correct at the Time of Closing on the
Closing Date.
  <![if
!supportLists]>4.10       <![endif]>Remedies of the
Vendors
          Article 5 �CLOSING
  Closing
    Deliveries at the
Closing
                        <![if
!supportLists]>5.2.10          
<![endif]>consent from all landlords of each of the Leased Properties
consenting to the change of Control of the Corporation;
                    Article 6 GENERAL
  Further
Assurances
    Time
of the Essence
    Professional
Fees
        Remedies Not
Exclusive
    <![if
!supportLists]>6.5         
<![endif]>Public
Announcements
    Benefit of the
Agreement
    Entire
Agreement
    Amendments and
Waiver
    Assignment
    Notices
                            Governing Law
    Attornment
    Severability
    Execution by
Counterpart
          CAPITAL RESERVE CANADA
LIMITED
    ���� /s/ Capital Reserve
Canada��������������
      �����������������������������������
����������� ����������� /s/ Steve
Claussen ����������������������������
�����������
  STEVE CLAUSSEN
    �����������������������������������
����������� ����������� /s/ Barbara
Troisin �����������������������������������������
  BARBARA TROSIN


SCHEDULE A - FINANCIAL
STATEMENTS


SCHEDULE B - PERMITTED
ENCUMBRANCES


SCHEDULE C - ALLOCATION OF PURCHASE
PRICE
                                                                                                      SCHEDULE D - DIVIDENDS, LOANS,
ETC.


SCHEDULE E -
SUBSIDIARIES
      st


SCHEDULE F - CONTRACTS


SCHEDULE G - REAL
PROPERTY


SCHEDULE H � INTELLECTUAL AND PATENT
PROPERTY


SCHEDULE I - RELATED PARTY
TRANSACTIONS


SCHEDULE J - EMPLOYEE
MATTERS


SCHEDULE K - INSURANCE


SCHEDULE L - DEBTS AND
LIABILITIES


SCHEDULE M - CAPITAL ASSETS
SOLD


SCHEDULE N - CAPITAL
EXPENDITURES


SCHEDULE O - BANK
ACCOUNTS


SCHEDULE P - LEGAL
MATTERS


SCHEDULE Q -
ENVIRONMENTAL


SCHEDULE R - TAX
ACCOUNTS


SCHEDULE S - LEGAL
MATTERS


SCHEDULE T - EMPLOYMENT
AGREEMENT