ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 11th day of July 2005, by and between Stratabase Inc., a Canadian
corporation  having an  address at 34595 3rd  Avenue,  #101,  Abbotsford,  B.C.,
Canada (the  "Seller");  and 657865 B.C.  Ltd., a British  Columbia  corporation
having  an  address  at  34595  3rd  Avenue,  #101,  Abbotsford,   B.C.,  Canada
("Purchaser").

                                   WITNESSETH

         WHEREAS,  Seller is  engaged in the  business  of  providing  Knowledge
Worker  Automation  software  designed  to  allow  enterprises  to  improve  the
efficiency of knowledge workers (the "Business"); and

         WHEREAS,   Seller  has  developed  both  open  source  and  proprietary
Web-based  software  for its Business  including  its two  proprietary  software
products "Resync" and "Relata" (collectively, the "Software"); and

         WHEREAS,  Seller and Trevor  Newton,  the  Chairman  and  President  of
Seller,  have  entered  into a Letter  of  Intent  dated as of June 6, 2005 (the
"Letter of Intent"), pursuant to which Mr. Newton agreed to purchase from Seller
all of the Assets (as defined  below)  relating to the  Business,  including the
Software but excluding all cash, cash equivalents, equipment and furniture.

         WHEREAS,  Purchaser is a British Columbia corporation  wholly-owned and
controlled by Mr. Newton;

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase from Seller,  the Assets (as defined  below),  subject to the terms and
conditions set forth herein.


         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of  the  parties  hereinafter  set  forth,  and  for  other  good  and  valuable
consideration the receipt and sufficiency of which is hereby  acknowledged,  and
intending to be legally bound hereby, the parties agree as follows:

1. Sale and  Purchase  of Assets.  Subject to the terms and  conditions  of this
Agreement,  Seller  hereby  agrees  to  sell,  assign,  convey  and  deliver  to
Purchaser,  on the  Closing  Date (as  defined in  Section  10(a)  hereof),  and
Purchaser hereby agrees to purchase all of the tangible and intangible assets as
more particularly described in EXHIBIT A to this Agreement,  including,  but not
limited to, all right, title, and interest in and to all trademarks,  web pages,
and domain names  related to the  Software,  the rights to the Relata and Resync
source code as well as rights to the  Stratabase,  Relata and Resync names,  and
all intellectual  property comprising such assets (including without limitation,
trademarks,  copyrights,  trade  secrets and any patents)  throughout  the world
relating  thereto  and all  rights  to  exercise  any and all such  intellectual
property  rights and bring  actions  for past,  present  or future  infringement
thereof (collectively, the "Assets").

(a) Notwithstanding the foregoing, no other assets of Seller are included within
the transaction  contemplated by this Agreement,  including cash, bank accounts,
cash equivalents,  equipment and furniture (the "Excluded Assets") and Purchaser
shall not have a right to purchase,  acquire or use any of the Excluded  Assets.
Further,  the Assets  shall not include the  Seller's  Articles of  Continuance,
By-laws, qualifications to conduct business, arrangements with registered agents
relating to foreign  qualifications,  taxpayer and other identification numbers,
loss carry forwards,  capital loss carry forwards,  seals,  minute books,  stock
ledger,   blank  stock  certificates,   and  other  documents  relating  to  the
organization, maintenance, and existence of Seller as a Canadian corporation.

(b)  Purchaser  hereby  acknowledges  that Trevor  Newton,  its sole officer and
director,  is also the  Chairman  and  President  of Seller  and,  consequently,
Purchaser is deemed to have, and is deemed to have had prior to the date hereof,
adequate  and fair  access to the Assets and all  facilities,  books and records
relating to the Assets to perform its due diligence with respect to the purchase
of the Assets.

2. Obligations and Liabilities Assumed and Not Assumed.

(a) Purchaser shall pay any transfer,  sales, purchase, use or similar tax under
the laws of any  governmental  authority  arising out of or  resulting  from the
purchase of the Assets.  The parties shall use their  respective best efforts to
provide and obtain from any taxing  authority any  certificate or other document
necessary to mitigate,  reduce or eliminate any such transfer  taxes  (including
additions  thereto or interest and penalties  thereon) that  otherwise  would be
imposed with respect to the transactions contemplated by this Agreement.

3. Purchase Price and Payment Terms. In consideration of Seller's  conveyance of
the  Assets to  Purchaser,  Purchaser  shall pay to Seller in full  payment  and
exchange  for all of the Assets,  a cash  purchase  price in U.S.  dollars to be
determined  prior to the Closing Date (as defined in Section  10(a) hereof) in a
report on the valuation of the Assets (the "Valuation  Report")  prepared by the
independent valuation firm of Evans & Evans, Inc. of Vancouver, British Columbia
("Evans & Evans").  Evans & Evans shall deliver the  Valuation  Report to Seller
and  Purchaser no later than three (3) business  days prior to the Closing Date.
Seller shall pay,  when due,  the fee and expenses  charged by Evans & Evans for
the  preparation  of the Valuation  Report.  The purchase price set forth in the
Valuation  Report (the "Purchase  Price") shall be in U.S.  Dollars and shall be
final and binding on Seller and Purchaser, except for manifest error and subject
to the provisions of Section 8(f) hereof.

(a) The  Purchase  Price shall be paid by  Purchaser to Seller at Closing by the
delivery  of a  secured  convertible  promissory  note in the  principal  amount
thereof (the "Note"),  which Note shall (i) be substantially in the form annexed
hereto  as  EXHIBIT  B,  (ii) bear  interest  at annual  rate of 0% and (iii) be
secured by all of the Assets of Purchaser  being purchased  hereunder.  The Note
shall become due and payable on the first  anniversary  of the Closing Date (the
"Due Date"). Prior to the Due Date, at the option of Purchaser, exercised in its
sole discretion,  the principal balance of the Note may be converted into common
shares of Purchaser at a conversion  price equal to the fair market value of the
common  shares of Purchaser  as  determined  by an  independent  valuation  firm
engaged by the Purchaser at  Purchaser's  expense and  reasonably  acceptable to
Seller.

(b) The valuation and  allocation  of the  consideration  or tax basis among the
Assets attributable to the transactions  contemplated by this Agreement shall be
as set forth in the  Valuation  Report.  Purchaser  and Seller shall follow such
allocation in determining  and reporting  their  liabilities  for taxes in their
respective  tax returns filed  subsequent to the Closing Date,  and agree not to
take, in any filing with or  accompanying  any tax return  reporting any part of
the  transaction   undertaken   herein,  a  position   inconsistent   with  such
allocations.  If such  allocation is disputed by any  governmental  entity,  the
party  receiving  notice of such dispute shall promptly notify the other parties
hereto and shall cooperate with the other parties in resolving such dispute.

4.  Representations and Warranties of Seller.  Seller represents and warrants to
Purchaser, as of the date of this Agreement and as of Closing Date, as follows:

(a)  Organization  and Good Standing.  Seller is a corporation  duly  organized,
validly  existing and in good standing under the federal laws of Canada.  Seller
has all requisite corporate power and authority to carry on the Business, to own
the Assets,  as currently  owned and operated and is duly  qualified to transact
business and is in good  standing in each  jurisdiction  where the failure so to
qualify would have a material  adverse  effect on the Business or the ownership,
use or operation of the Assets.

(b) Due  Authorization.  Seller has all  corporate  and legal  right,  power and
authority  to enter into,  execute  and deliver  this  Agreement,  the  Security
Agreement  and all bills of sale,  instruments  and documents to be executed and
delivered  on the part of Seller  under or in  connection  with  this  Agreement
(collectively,  the "Seller  Instruments"),  and to consummate the  transactions
contemplated hereby. The execution and delivery of this Agreement and the Seller
Instruments  by Seller has been duly and  validly  authorized  by all  necessary
corporate action. This Agreement has been duly executed by Seller, and delivered
by Seller,  and  constitutes the legal,  valid and binding  agreement of Seller,
enforceable  in accordance  with its terms.  As of the Closing Date,  the Seller
Instruments will have been duly executed by Seller, and delivered by Seller, and
will constitute the legal, valid and binding obligations of Seller,  enforceable
in accordance with their terms.

(c) Title to Assets. On the Closing Date, Seller will have, and will transfer to
Purchaser,  good and  marketable  title  to the  Assets,  free and  clear of all
encumbrances or other security  interests excepts as otherwise  disclosed in any
of Seller's  periodic reports filed with the Securities and Exchange  Commission
pursuant to Section 13 of the Securities Exchange Act of 1934.

(d) Brokers and Finders.  Neither Seller, nor any of its officers,  directors or
employees,  has employed any broker,  agent or finder or incurred any  liability
for any brokerage  fees,  agent's  commissions  or finder's fees  concerning the
transactions  contemplated  hereby.  Seller shall  indemnify and hold  Purchaser
harmless  from and  against  any loss,  liability,  damage,  costs and  expenses
arising  out of any claim for such  commission  or fees in  connection  with the
transactions contemplated hereunder.

(e) Other  Agreements.  The  execution  and  delivery of this  Agreement  by the
Seller, and the execution and delivery of each of the Seller Instruments do not,
and the  consummation of the transactions  contemplated  hereby and thereby will
not,  conflict  with,  or result in any violation of or default (with or without
notice  or lapse of time,  or  both),  or give  rise to a right of  termination,
cancellation  or  acceleration  of any  obligations  under any  provision of the
Articles of  Continuance or By-laws of the Seller,  or any mortgage,  indenture,
lease or other agreement,  instrument,  permit, concession,  franchise, license,
and to the best of its or their knowledge,  judgment,  order,  decree,  statute,
law, ordinance, rule or regulation applicable to Seller or any of the Assets.

(f)  Litigation;  Compliance  with Law. To the best of Seller's  knowledge:  (i)
there is no litigation, claim, governmental or other proceeding or investigation
pending or, to the best of its or their knowledge,  threatened which affects the
Assets  or which  may  impair  Seller's  ability  to  perform  the  transactions
contemplated by the Agreement; and (ii) there is no outstanding judgment, order,
injunction or decree of any court,  government or governmental agency against or
affecting the Seller or the Assets.

(g) Disclaimer. Except as expressly set forth in this Section 4, Seller makes no
representation or warranty,  express or implied, at law or in equity, in respect
of any of its Assets,  Assumed  Liabilities or the Business,  including  without
limitation,  future  earnings  potential  of the  Assets,  and  any  such  other
representations or warranties are hereby expressly disclaimed.  Purchaser hereby
acknowledges  and agrees that,  except to the extent  specifically  set forth in
this Section 4,  Purchaser is  purchasing  the Assets on an "as-is",  "where-is"
basis.  Without  limiting  the  generality  of the  foregoing,  Seller  makes no
representation  or warranty  regarding any assets or equipment  other than those
acquired hereunder or any liabilities other than the Assumed Liabilities, and no
such representation or warranty shall be implied at law or in equity.

         5.  Representations and Warranties of Purchaser.  Purchaser  represents
and warrants to Seller,  as of the date of this Agreement and as of Closing,  as
follows:

                  (a) Organization and Good Standing. Purchaser is a corporation
         duly organized, validly existing and in good standing under the laws of
         province  of British  Columbia,  Canada.  Purchaser  has all  requisite
         corporate  power and  authority  to carry on the  Business,  to own the
         Assets,  as  currently  owned and  operated  and is duly  qualified  to
         transact  business and is in good standing in each  jurisdiction  where
         the failure so to qualify would have a material  adverse  effect on the
         Business or the ownership, use or operation of the Assets.

                  (b) Due  Authorization;  Reservation of Shares.  Purchaser has
         all  corporate  and legal  right,  power and  authority  to enter into,
         execute  and  deliver  this  Agreement,  the Note and all  assumptions,
         instruments  and  documents to be executed and delivered on the part of
         Purchaser  under or in  connection  with  this  Agreement  and the Note
         (collectively,  the  "Purchaser  Instruments")  and to issue the common
         shares upon the conversion of the Note (the "Conversion  Shares"),  and
         to consummate the  transactions  contemplated  hereby and thereby.  The
         execution  and delivery of this  Agreement,  the Note and the Purchaser
         Instruments by Purchaser and the issuance of the Conversion Shares upon
         the conversion of the Note have been duly and validly authorized by all
         necessary  corporate  action.  This Agreement has been duly executed by
         Purchaser, and delivered by Purchaser, and constitutes the legal, valid
         and binding agreement of Purchaser,  enforceable in accordance with its
         terms.  As of the  Closing  Date,  each of the Note  and the  Purchaser
         Instruments will have been duly executed by Purchaser, and delivered by
         Purchaser, and will constitute the legal, valid and binding obligations
         of Purchaser, enforceable in accordance with their terms. Purchaser has
         sufficient  number of authorized common shares reserved for issuance of
         the Conversion Shares.

                  (c) Other  Agreements.  The  execution  and  delivery  of this
         Agreement and the Note by Purchaser,  and the execution and delivery of
         each of  Purchaser  Instruments  do not,  and the  consummation  of the
         transactions  contemplated  hereby and thereby will not, conflict with,
         or result in any  violation  of or default  (with or without  notice or
         lapse  of  time,  or  both),  or give  rise to  right  of  termination,
         cancellation or  acceleration  of any  obligations  under any mortgage,
         indenture,  lease or other agreement,  instrument,  permit, concession,
         franchise,  license,  judgment, order, decree, statute, law, ordinance,
         rule or regulation applicable to Purchaser or Trevor Newton.

                  (d)  Brokers and  Finders.  Neither  Purchaser  nor any of its
         officers,  directors or  employees,  has employed any broker,  agent or
         finder or  incurred  any  liability  for any  brokerage  fees,  agent's
         commissions or finder's fees concerning the  transactions  contemplated
         hereby. Purchaser agrees to indemnify and hold harmless Seller from and
         against any loss, liability,  damage, costs and expenses arising out of
         any  claim  for  such   commission  or  fees  in  connection  with  the
         transactions contemplated hereunder.

         6.  Obligations  and Covenants of Seller.  Seller  covenants and agrees
with Purchaser,  as of the date of this Agreement and as of the Closing Date, as
follows:

                  (a)  Operation  of  the  Business.  Seller  will  conduct  the
         Business diligently,  only in the ordinary course and substantially the
         same manner as heretofore  conducted,  and shall maintain the Assets as
         they have  heretofore  been  maintained,  and shall not take any action
         which shall materially harm the goodwill and reputation of the Business
         or the  condition of the  Business and the Assets.  Seller will refrain
         from taking or omitting to take an action that would materially violate
         Seller's  representations  and  warranties  hereunder  or  render  them
         inaccurate as of the date hereof or the Closing Date or that in any way
         would prevent the consummation of the transactions contemplated hereby.

                  (b) Access.  Seller will permit  Purchaser and its  authorized
         representatives,  at all reasonable  times prior to the Closing to have
         access to and to examine the Assets and all books, documents,  records,
         financial  information and operating data of Seller, and will cooperate
         with Purchaser in its investigation of the Business and Assets.

                  (c) Consents. Seller will use reasonable efforts to obtain the
         consents, if any, of other parties required for the consummation of the
         transactions  contemplated  hereunder and, in general,  Seller will use
         reasonable  efforts  to  satisfy  or cause to be  satisfied  all of the
         conditions to the  obligations of Seller set forth in Section 8 of this
         Agreement.  If such consent is not obtained,  each of the parties agree
         to cooperate with the other in any reasonable  arrangement  designed to
         enable  Seller to perform  its  obligations  under,  and to provide for
         Purchaser the benefits of, any such agreements,  including  enforcement
         at the cost, and for the account of, Purchaser of any and all rights of
         Seller  against  the other party  thereto  arising out of the breach or
         cancellation thereof by such other party or otherwise.

         7. Survival of Representations; Indemnification.

                  (a) Seller's  Indemnification.  After the Closing Date, Seller
         shall  indemnify  and  hold  harmless  Purchaser,  its  successors  and
         assigns, against and in respect of any liability resulting from (i) any
         breach of any material representation,  warranty, covenant or agreement
         of Seller  hereunder;  and (ii) any third party  claim with  respect to
         liabilities  or  obligations  of Seller  related to the Assets.  Seller
         shall be liable to Purchaser  under this  Agreement  pursuant to clause
         (i) only to the extent that such  losses,  liabilities  or expenses are
         asserted  within one (1) year  following the Closing Date, and pursuant
         to clause (ii) only to the extent such losses,  liabilities or expenses
         are asserted  within the applicable  statute of limitations  period for
         the underlying claim of such losses, liabilities or expenses. Purchaser
         shall  give  written  notice to  Seller  within  thirty  (30) days from
         discovery by Purchaser of any matter which may give rise to a claim for
         indemnification under this Agreement. Failure to give such notice shall
         relieve Seller from any liability  under this Agreement with respect to
         such matter. Seller may, at its own expense,  participate in, direct or
         take over any legal  proceeding and the  negotiation  and settlement of
         any claim or demand for which it may have an  obligation  to  indemnify
         Purchaser pursuant to this Paragraph. Purchaser shall have the absolute
         right,  in its sole  discretion  and without the consent of Seller,  to
         settle any and all such legal proceedings,  claims or demand, provided,
         however,  if Purchaser  makes any settlement with respect to such legal
         proceedings,  claims or demands  without the prior  written  consent of
         Seller, Seller shall be discharged from any indemnification obligations
         with respect to such legal proceedings, claims or demands.

                  (b)  Indemnification  by  Purchaser.  After the Closing  Date,
         Purchaser  shall  indemnify and hold harmless Seller its successors and
         assigns,  against and in respect of any liability  resulting  from: (i)
         any  breach  of any  material  representation,  warranty,  covenant  or
         agreement  of  Purchaser   hereunder;   and  (ii)  any  liabilities  or
         obligations relating to the Assets or conduct of the Business after the
         Closing Date.  Purchaser shall be liable to Seller under this Agreement
         pursuant to clause (i) only to the extent that such losses, liabilities
         or expenses  are  asserted  within one (1) year  following  the Closing
         Date,  and  pursuant  to clause  (ii) only to the extent  such  losses,
         liabilities or expenses are asserted  within the applicable  statute of
         limitations period for the underlying claim of such losses, liabilities
         or  expenses.  Seller shall give  written  notice to  Purchaser  within
         thirty (30) days from  discovery by Seller of any matter which may give
         rise to a claim for  indemnification  under this Agreement.  Failure to
         give such notice shall relieve  Purchaser of any  liability  under this
         Agreement  with  respect  to such  matter.  Purchaser  may,  at its own
         expense,  participate in, direct or take over any legal  proceeding and
         the  negotiation and settlement of any claim or demand for which it may
         have an obligation to indemnify Seller.  Seller shall have the absolute
         right, in its sole discretion and without the consent of Purchaser,  to
         settle  any  and  all  such  legal  proceedings,  claims,  or  demands;
         provided,  however if Seller makes any settlement  with respect to such
         legal proceedings,  claims or demands without the prior written consent
         of Purchaser,  Purchaser shall be discharged  from any  indemnification
         obligations with respect to such legal proceedings, claims or demands.

                  (c) Third  Party  Indemnification.  If any  legal  proceedings
         shall be  instituted  or any claim or demand  made by a third party (as
         hereinafter  defined) against an indemnified  party in respect of which
         the other party (the  "indemnifying  party")  may be liable  under this
         Section 7, the  indemnified  party  shall give  prompt  written  notice
         thereof to the indemnifying party. The indemnifying party shall defend,
         at  its  own  expense,  in  any  such  legal  proceedings,  or  in  the
         negotiation  or  settlement  of  any  such  claim  or  demand.  If  the
         indemnified   party,   without  the  prior   written   consent  of  the
         indemnifying party, makes any settlement with respect to any such legal
         proceedings,   claim  or  demand,   the  indemnifying  party  shall  be
         discharged from any liability  hereunder with respect thereto  provided
         that the indemnifying party is so defending.  The term "third party" as
         used herein means any person or entity other than Seller or  Purchasers
         or parties, persons or entities affiliated with Seller or Purchaser.

                  (d) Survival of Obligations.  The provisions of this Section 7
         and the indemnity obligations of the respective parties hereunder shall
         survive Closing.

         8.Conditions  to  Obligations of Seller.  The  obligations of Seller to
consummate the transactions  provided for herein are subject to the satisfaction
of each of the following conditions on or prior to the Closing Date:

                  (a)  Compliance  by  Purchaser.  All the terms,  covenants and
         conditions  of this  Agreement  to be complied  with and  performed  by
         Purchaser on or before the Closing Date shall have been fully  complied
         with and performed.

                  (b)   Representations   and   Warranties  of  Purchaser.   The
         representations and warranties of Purchaser contained herein and in the
         exhibits,  statements  and documents  delivered  pursuant  hereto or in
         connection with the transactions  contemplated hereby shall be true and
         correct,  in all material respects,  on and as of the Closing Date with
         the same effect as though all such  representations  and warranties had
         been made on and as of the Closing Date.

                  (c)  Litigation.  No  action,  suit,  or  proceeding  shall be
         pending  or   threatened   against   Purchaser   before  any  court  or
         quasi-judicial or administrative  agency of any federal,  state, local,
         or foreign jurisdiction or before any arbitrator wherein an unfavorable
         injunction,  judgment,  order,  decree,  ruling,  or  charge  would (i)
         prevent  consummation of any of the  transactions  contemplated by this
         Agreement,  or (ii) cause any of the transactions  contemplated by this
         Agreement  to  be  rescinded   following   consummation  (and  no  such
         injunction,  judgment,  order,  decree,  ruling,  or charge shall be in
         effect).

                  (d) Bring-down Certificate.  Purchaser shall have delivered to
         Seller  a  certificate  to the  effect  that  each  of  the  conditions
         specified  above in  Section  9(a)  through  9(c) is  satisfied  in all
         respects.

                  (e) Documents  Delivered.  Purchaser  shall have  delivered to
         Seller at Closing all of the  documents  described in Section  10(c) of
         this Agreement.

                  (f) Approval by Shareholders and Board of Directors of Seller;
         Change of Name. The shareholders of Seller shall each have approved the
         transactions  contemplated  by this  Agreement,  the Note, the Security
         Agreement and the Seller's  Instruments.  The Board of Directors of the
         Seller (the "Board")  shall have approved of the Purchase  Price as set
         forth in the  Valuation  Report and shall not have changed its approval
         of the  transactions  contemplated  by this  Agreement,  the Note,  the
         Security Agreement and the Seller's Instruments. Seller shall also have
         filed an amendment to its Articles of Continuance to change its name to
         "Strata  Petroleum  Inc." or such other name as the Board may determine
         and is approved by the shareholders of the Seller.

                  (g)  Risk  of  Loss.  THE  RISK OF  LOSS  TO THE  ASSETS  SOLD
         HEREUNDER,  UNTIL THE CLOSING,  IS ASSUMED AND SHALL BE BORNE BY SELLER
         UNLESS  POSSESSION OF THE ASSET HAS BEEN TRANSFERRED TO THE BUYER PRIOR
         TO CLOSING.

         9. Conditions to Obligations of Purchaser. The obligations of Purchaser
to  consummate  the  transactions   provided  for  herein  are  subject  to  the
satisfaction  of each of the  following  conditions  on or prior to the  Closing
Date:

                  (a)  Compliance  by  Seller.  All  the  terms,  covenants  and
         conditions  of this  Agreement  to be complied  with and  performed  by
         Seller on or before the  Closing  Date  shall have been fully  complied
         with and performed by the Seller.

                  (b)    Representations   and   Warranties   of   Seller.   The
         representations  and warranties of Seller  contained  herein and in the
         exhibits,  statements  and documents  delivered  pursuant  hereto or in
         connection with the transactions  contemplated hereby shall be true and
         correct on and as of the  Closing  Date with the same  effect as though
         all such  representations and warranties had been made on and as of the
         Closing Date and there shall have been no material damage,  destruction
         or loss to the Assets, regardless of insurance coverage.

                  (c)  Litigation.  No  action,  suit,  or  proceeding  shall be
         pending or threatened against Seller before any court or quasi-judicial
         or  administrative  agency of any  federal,  state,  local,  or foreign
         jurisdiction   or  before  any   arbitrator   wherein  an   unfavorable
         injunction,  judgment,  order,  decree,  ruling,  or  charge  would (i)
         prevent  consummation of any of the  transactions  contemplated by this
         Agreement,  or (ii) cause any of the transactions  contemplated by this
         Agreement  to  be  rescinded   following   consummation  (and  no  such
         injunction,  judgment,  order,  decree,  ruling,  or charge shall be in
         effect.

                  (d) Bring-down Certificate. The Seller shall have delivered to
         Purchaser  a  certificate  to the  effect  that each of the  conditions
         specified  above in  Section  9(a)  through  9(c) is  satisfied  in all
         respects.

                  (e) Approval by Shareholders and Board of Directors of Seller;
         Change of Name. The shareholders of Seller shall each have approved the
         transactions  contemplated  by this  Agreement,  the Note, the Security
         Agreement and the Seller's  Instruments.  The Board of Directors of the
         Seller (the "Board")  shall have approved of the Purchase  Price as set
         forth in the  Valuation  Report and shall not have changed its approval
         of the  transactions  contemplated  by this  Agreement,  the Note,  the
         Security Agreement and the Seller's Instruments. Seller shall also have
         filed an amendment to its Articles of Continuance to change its name to
         "Strata  Petroleum  Inc." or such other name as the Board may determine
         and is approved by the shareholders of the Seller.

                  (f)  Documents  Delivered.  Seller  shall  have  delivered  to
         Purchaser at Closing all of the documents described in Section 10(b) of
         this Agreement.

         10. The Closing.

(a)                        Date  and  Time.  The  closing  of  the  transactions
                           contemplated  hereby (the  "Closing") will take place
                           at 10.a.m.,  Pacific  Time,  on JULY 11, 2005 or such
                           other date and time as Seller and Purchaser may agree
                           on (the  "Closing  Date") but in no event  later than
                           AUGUST 31, 2005.  The Closing shall take place at the
                           offices of Seller located at Suite 101, 34595 3rd Ave
                           Abbotsford, British Columbia, Canada V2S 8B7

(b)                        Seller's Closing  Documents.  At the Closing,  Seller
                           shall deliver to Purchaser the following:

(i)                        An executed Bill of Sale and other Seller Instruments
                           of assignment conveying to Purchaser, Seller's right,
                           title and interest in and to the Assets;

(ii)                       Certified  copies of the resolutions of the Board and
                           the   shareholders   of   Seller    authorizing   the
                           transactions contemplated hereby;

(iii)                      Executed Asset Purchase Agreement;

(iv)                       Seller's  Bring  Down   Certificate  as  required  by
                           Section 9(e); and

(v)                        Such  other  instruments  and  documents  as  may  be
                           reasonably requested by Purchaser.

(c)                        Purchaser's   Closing  Documents.   At  the  Closing,
                           Purchaser shall deliver to Seller the following:

(i)                        Executed Asset Purchase Agreement;

(ii)                       Executed Note;

(iii)                      Executed Purchaser Instruments;

(iv)                       Certified  copies of the  resolutions of the Board of
                           Directors and  shareholders of Purchaser  authorizing
                           the transactions contemplated hereby;

                           (vi) Purchaser's  Bring-down  Certificate as required
by Section 8(e); and

                           (viii) Such other instruments and documents as may be
reasonably requested by the Seller.

(d) Further  Assurances.  From time to time after the Closing Date,  and without
further consideration,  the parties will execute and deliver, or arrange for the
execution and delivery of such other  instruments  of conveyance and transfer or
other instruments or documents and take or arrange for such other actions as may
reasonably be requested to complete  more  effectively  any of the  transactions
provided for in this Agreement.

         11.Termination of Agreement.  Certain of the Parties may terminate this
Agreement as provided below:

(a) The parties may terminate this  Agreement by mutual  written  consent at any
time prior to the Closing;

(b) Purchaser  may  terminate  this  Agreement by giving  written  notice to the
Seller at any time prior to the Closing in the event (i) Seller has breached any
material  representation,  warranty,  or covenant contained in this Agreement in
any  material  respect,  Purchaser  has notified  Seller of the breach,  and the
breach has  continued  without  cure for a period of fifteen (15) days after the
notice of breach,  or (ii) if the Closing  shall not have  occurred on or before
AUGUST 31, 2005, by reason of the failure of any condition  precedent  hereunder
(unless the failure  results  primarily  from  Purchaser  itself  breaching  any
representation, warranty, or covenant contained in this Agreement); and

(c) Seller may terminate  this  Agreement by giving written notice to Purchasers
at any time prior to the Closing in the event (i)  Purchaser  has  breached  any
material  representation,  warranty,  or covenant contained in this Agreement in
any material respect,  the Seller has notified  Purchaser of the breach, and the
breach has  continued  without  cure for  period of fifteen  (15) days after the
notice of breach,  or (ii) if the Closing  shall not have  occurred on or before
AUGUST 31, 2005 by reason of the failure of any  condition  precedent  hereunder
(unless the failure  results  primarily  from the Seller  itself  breaching  any
representation, warranty, or covenant contained in this Agreement).

(d) Effect of Termination.  If any Party  terminates this Agreement  pursuant to
this Section 11, then all rights and obligations of the Parties  hereunder shall
terminate without any liability of any Party the other (except for any liability
of any Party whose breach was the basis for the termination  pursuant to Section
11(b) or (c) hereof).  Notwithstanding the above, the confidentiality provisions
contained herein shall survive any termination of this Agreement.

         12. Miscellaneous.

(a) Assignment.  This Agreement shall not be assignable by Purchaser without the
prior  written  consent  of  Seller,  which  consent  shall not be  unreasonably
withheld or delayed.

(b)  Confidentiality  of  Information.  Purchaser  shall keep  confidential  the
information (unless readily  ascertainable from public or published  information
or trade sources)  obtained from Seller concerning the Business and Seller shall
similarly keep confidential any information  concerning the Business or obtained
from Purchaser concerning the operation and Business of Purchaser.  Seller shall
have the right to all remedies at law and in equity in the event of  Purchaser's
violation of such confidentiality.

(c) Construction;  Jurisdiction.  This Agreement shall be construed and enforced
in accordance with the laws of the province of British Columbia, Canada, without
regard to conflict of laws  principals.  Both parties consent that any action or
proceeding arising under this Agreement shall be commenced and maintained within
the courts of the province of British Columbia, Canada.

(d) Amendment. This Agreement may be amended, supplemented or interpreted at any
time, but only by a written instrument executed by all of the parties hereto.

(e) Notices. All notices,  requests,  demands and other communications hereunder
shall be in writing  and shall be deemed to have been given if  delivered  or if
mailed,  by United  States or  Canadian  certified  or  registered  mail,  or by
recognized overnight delivery service, prepaid to the parties or their assignees
at the  following  addresses  (or at such other  addresses  as shall be given in
writing by the parties to one another):

                  Purchaser:                657865 B.C. Ltd
                                            34595 3rd Avenue
                                            Suite 101
                                            Abbotsford, British Columbia
                                            Canada V2S 8B7

                  Seller:                   Stratabase, Inc.
                                            34595 3rd Avenue
                                            Suite 101
                                            Abbotsford, British Columbia
                                            Canada V2S 8B7

                  With a copy to:   David Lubin & Associates
                                            92 Washington Street
                                            Cedarhurst, New York 11516
                                            Attention:  David Lubin, Esq.

(f)  Remedies  Not  Exclusive.  No  remedy  conferred  by any  of  the  specific
provisions  of this  Agreement is intended to be exclusive of any other  remedy.
The election of any one remedy by a party  hereto shall not  constitute a waiver
of the right to pursue other available remedies.

(g) Expenses.  Except as provided to the contrary  elsewhere in this  Agreement,
each party  hereto  shall pay its or his or her own  expenses  incident  to this
Agreement  and the  transactions  contemplated  hereby,  including  all fees and
expenses of their respective counsel,  whether or not such transactions shall be
consummated.

(h) Entire Agreement.  This Agreement and the  certificates,  exhibits and other
documents  delivered pursuant hereto or incorporated by reference herein contain
the entire  agreement  between the parties hereto  concerning  the  transactions
contemplated herein and supersede all prior agreements or understandings between
the parties hereto  relating to the subject  matter hereof,  including all prior
letters of intent or understanding  and including the Prior  Agreement.  No oral
representation,  agreement  or  understanding  made by any party hereto shall be
valid or binding upon such party or any other party hereto.  Any amendment to or
modification  of this  Agreement  must be in  writing  and  signed  by the party
claimed to be bound.

(i) Captions and Article Headings. Captions and Article headings used herein are
for convenience  only and are not a part of this Agreement and shall not be used
in construing it.

(j) Waiver.  Any waiver by any party hereto of any of its rights hereunder shall
be without prejudice of its future assertions of any such rights,  and any delay
in exercising any right shall not operate as a waiver thereof.

(k)  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.


                        [SIGNATURES APPEAR ON NEXT PAGE]




<PAGE>


19





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

                                  SELLER:

                                  STRATABASE INC.


                                  By:____/s/ Trevor Newton______________________
                                  Name: Trevor Newton
                                  Title: President

                                  By:___/s/ Fred Coombes________________________
                                  Name: Fred Coombes
                                  Title: Vice President

                                  PURCHASER:

                                  657865 B.C. Ltd.


                                  By:___/s/ Trevor Newton_______________________
                                  Name: Trevor Newton
                                  Title: President




<PAGE>




                                    EXHIBIT A

The following are the assets that are to be acquired by the Purchaser.

1. All rights and use to the "Stratabase", "Relata", and "Resync" names.
2. All  rights  and use of the  trademarks,  web  pages,  and  domain  names for
"Stratabase",  "Relata",  and  "Resync".  3. All rights to the  source  code and
related documentation for the "Relata" and "Resync" software.



<PAGE>



                                    EXHIBIT B

THIS CONVERTIBLE NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES  LAWS OF THE UNITED STATES,  CANADA OR
ANY  STATE  OR  PROVINCE  THEREOF  AND  MAY  NOT  BE  PLEDGED,  SOLD,  ASSIGNED,
HYPOTHECATED OR OTHERWISE  TRANSFERRED  UNTIL (1) A REGISTRATION  STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER APPLICABLE  SECURITIES LAW OR (2) THE COMPANY
RECEIVES  AN OPINION  OF  COUNSEL  THAT SUCH NOTE  AND/OR  COMMON  SHARES MAY BE
PLEDGED,  SOLD,  ASSIGNED,  HYPOTHECATED  OR  TRANSFERRED  WITHOUT AN  EFFECTIVE
REGISTRATION STATEMENT UNDER APPLICABLE SECURITIES LAWS.



                                657865 B.C. Ltd.

                       Secured Convertible Promissory Note

No. ___                                                            July 11, 2005
                                                    Abbotsford, British Columbia

         657865 B.C. Ltd., a British Columbia  corporation (the "Company"),  for
value received,  hereby promises to pay, on July 11, 2006 (the "Maturity  Date")
(or  earlier  as  provided  in  Section  1 below),  to  STRATABASE  INC.  or its
successors or its assigns (the  "Holder"),  the principal  amount of ONE HUNDRED
AND THIRITY  THOUSAND  DOLLARS  ($130,000).  The Note shall not bear  interest..
Payments  of  principal  shall be made in lawful  money of the United  States of
America  in cash or by check at the  address of the Holder set forth on the last
page hereof or such other  address as the Holder may designate in writing to the
Company.  The Company may pay the outstanding  principal due under this Note, in
whole or in part, prior to the Maturity Date or an earlier  conversion  pursuant
to Section 1 hereof.

         This Note is being  issued  pursuant  to that  certain  Asset  Purchase
Agreement,  dated as of June 29,  2005 by and between the Company and the Holder
(the  "Purchase  Agreement").  This Note is in payment of the Purchase Price (as
defined  in the  Purchase  Agreement).  Capitalized  terms used  herein  without
definition shall have the meaning ascribed thereto in the Purchase Agreement.

         1. Conversion. The entire outstanding principal amount of this Note may
be converted,  at the sole discretion of the Company,  into the Company's no par
value common shares ("Common  Shares"),  at any time prior to the maturity.  The
Company may not convert less than the entire  principal amount of this Note. The
Company  shall not be permitted to convert this Note into Common Shares if there
is an Event of Default (as  defined in the  Section 5 below)  which has not been
cured and is continuing.

         The price per share at which the principal and accrued interest on this
Note shall convert into Common  Shares,  if the Company so elects,  shall be the
fair market  value of one Common Share as of the date of the  Conversion  Notice
(as defined  below) (the  "Conversion  Price").  The  Conversion  Price shall be
determined  by a  independent  valuation  firm engaged by the Company at its own
expense and reasonably acceptable to the Holder (the "Appraiser"). Conversion of
this Note by the Company shall be by delivery of a written  notice of conversion
to the Holder  duly  executed by the Company and which sets forth (i) the amount
of principal and interest being converted, and (ii) the name, address, telephone
number and contact person of the Appraiser  proposed to be used (the "Conversion
Notice").  The Holder may object in writing to the  Appraiser  identified in the
Conversion  Notice,  in which event the Company and the Holder  shall  select an
Appraiser that is mutually acceptable. Upon delivery of the Conversion Notice to
the Holder or the approval of a new Appraiser,  which ever is later, the Company
shall have sixty (60) days to obtain a report from the Appraiser that sets forth
the Conversion Price,  which report shall set forth in reasonable details of the
Appraiser's the  determination  of the Conversion  Price.  The valuation  report
shall be final and binding on the Company  and the Holder,  except for  manifest
error.

         The  conversion  shall be effective on the third business day following
delivery  of a  valuation  report  to the  Holder  and the  Company.  Upon  such
conversion  in accordance  with the terms of this Note,  the Holder's sole right
pursuant to this Note shall be to obtain certificates representing the number of
Common Shares  issuable upon  conversion  of this Note at the  Conversion  Price
(which shall be a number equal to fraction, the numerator of which is the amount
of the outstanding  principal  hereof and accrued but unpaid interest hereon and
the  denominator  of which is the  Conversion  Price),  against  delivery to the
Company of the  originally  executed  copy of this Note.  No  fractional  Common
Shares shall be issued upon conversion of this Note. The Holder shall be paid in
cash in lieu of any  fractional  Common Shares which the Holder may otherwise be
entitled to by the conversion of this Note. The stock  certificate  representing
the Common Shares shall be delivered to Holder as promptly  after receipt of the
original Note.

         2. General. This Note is not in registered form and is not transferable
except  in  compliance  with  the  applicable  securities  laws.  Upon  any such
transfer,  the  Company  will,  at  its  expense,   prepare  new  Notes  in  the
denominations  indicated  by the  holder  hereof,  deliver  such  new  Notes  as
instructed by the Holder and make  appropriate  entries and on the Note registry
maintained at the Company's  offices.  The Company may treat the person in whose
name this Note is registered  on the Note registry  maintained at such office as
the owner hereof for all  purposes and the Company  shall not be affected by any
notice to the  contrary.  The  parties  hereto,  including  the  Company and all
endorsers of this Note, hereby waive presentment,  demand,  notice,  protest and
all other  demands  and notices in  connection  with the  delivery,  acceptance,
performance or enforcement of this Note. The Holder will be entitled to receive,
in addition to any other  remedies at law or in equity,  all costs in connection
with  the  collection  and  enforcement  of  this  Note  (including   reasonable
attorney's fees).

         3. Default  Interest.  In the event this Note is not paid in accordance
with its terms,  Holder shall be entitled to collect from  Company,  interest on
the sum of (i) the  principal  balance  and (ii)  interest  thereon  to the date
payment is demanded at 10%  compounding  semi-annually,  and after the date such
payment is demanded to the date of payment in full.

         Interest and fees shall be calculated on the basis of the actual number
of days elapsed in a 365 day year. At Holder's discretion,  all payments will be
applied first to unpaid accrued interest,  then to charges,  costs,  expenses or
late fees outstanding, and then to principal. In no event shall interest payable
hereunder exceed the highest rate permitted by applicable law. To the extent any
interest  received by Holder exceeds the maximum  amount  permitted such payment
shall be credited to principal  and any excess  remaining  after full payment of
principal shall be refunded to Company.

         4. Security  Interest.  As security for the payment and  performance of
this Note to the Holder,  Holder is hereby granted a lien and security  interest
in and to all  Assets  of the  Company  as  described  in  Exhibit A to the Sale
Agreement.

         5.       Default

(i)  Event of  Default.  Each of the  following  shall  constitute  an "Event of
Default",  whatever  the reason for such event and whether it shall be voluntary
or involuntary,  or within or without the control of the Company, or be effected
by  operation  of law or pursuant  to any  judgment or order of any court or any
order, rule or regulation of any governmental authority:

                  (a) Payment  Default.  The Company  defaults in the payment of
the principal of or interest on the Note or any other payment required hereunder
when the same become due and payable in  accordance  with the terms of this Note
and, such default continues for a period of three (3) business days; or

                  (b)  Voluntary  Petition.  The  Company  shall (i)  commence a
voluntary case under Canadian  Federal  bankruptcy  laws (as now or hereafter in
effect),  (ii) file a petition  seeking  to take  advantage  of any other  laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding
up or composition or adjustment of debts, (iii) consent to or fail to contest in
a timely and appropriate  manner any petition filed against it in an involuntary
case under such bankruptcy laws or other laws, (iv) apply for, or consent to, or
fail to contest in a timely and appropriate  manner,  the appointment of, or the
taking of possession by, a receiver,  custodian, trustee or liquidator of itself
or of a  substantial  part of its  assets,  domestic  or  foreign,  (v) admit in
writing its  inability to pay its debts as they become due,  (vi) make a general
assignment for the benefit of creditors,  or (vii) take any corporate action for
the purpose of effecting any of the foregoing; or

                  (c) Involuntary  Proceeding.  A case or other proceeding shall
be commenced against the Company in any court of competent  jurisdiction seeking
(i) relief under the Canadian bankruptcy laws (as now or hereafter in effect) or
under any other laws, domestic or foreign,  relating to bankruptcy,  insolvency,
reorganization,  winding up or adjustment of debts, or (ii) the appointment of a
trustee, receiver,  custodian,  liquidator or the like of the Company, or of all
or any substantial part of the assets,  domestic or foreign,  of the Company and
such case or proceeding  shall continue  undismissed or unstayed for a period of
sixty (60) calendar days, or an order granting the relief requested in such case
or proceeding against the Company  (including,  but not limited to, an order for
relief under such Federal bankruptcy laws) shall be entered; or

                  (d) The Company  fails to observe,  perform or comply with any
covenant,  condition or agreement  to be  observed,  performed or complied  with
under the Note, the Purchase  Agreement or this  Agreement,  and if such failure
can be cured, such failure  continues  unwaived and uncured for thirty (30) days
following the date of such nonperformance.


(ii)  Rights  on  Default.  Upon an  Event of  Default,  Seller  shall  have the
following rights:

         (a) It may, by notice to the Company,  declare the entire amount of the
Obligations  to be due and payable  immediately,  and upon any such  declaration
said amount shall become and be immediately due and payable.

                  (b) It shall have and may  exercise all rights and remedies of
a secured party under the applicable  federal laws of Canada and the province of
British Columbia.

                  (c)  If  any  notification  of  intended  disposition  of  the
Collateral is required by law,  such  notification,  if mailed,  shall be deemed
properly  given if mailed at least  five days  before  such  disposition  in the
manner for giving  notices  hereunder.  Any proceeds of any  disposition  of the
Collateral  may be applied by Seller to the  payment  of  expenses  of Seller in
connection  with the  exercise of its rights or remedies,  including  reasonable
fees and  disbursements  of  attorneys,  and any balance of such proceeds may be
applied by Seller to the payment of the Obligations under the Note in such other
order of application as Secured Party shall determine.

                  (d) It may  take  possession  of the  Collateral  and  for the
purposes  thereof  enter the premises at which any  Collateral  is located.  The
Company acknowledges that Seller may at their sole option exercise its rights of
entry and  possession  under this and the following  Section  without  resort to
judicial process.


         6.  Governing  Law.  This  Note  shall be  governed  by the laws of the
province of British Columbia, Canada.

         7.  Legend.   Each  certificate  for  the  Common  Shares  issued  upon
conversion  of this Note  shall  bear a legend  relating  to the  non-registered
status of such Common Shares under  applicable  securities  laws,  unless at the
time of  conversion  of this Note such Common  Shares are subject to a currently
effective registration statement.

         8. No Rights of a Stockholder.  The Holder shall not be entitled to any
rights of a stockholder of the Company,  either at law or in equity,  until such
time as this Note shall have been  converted  and  Common  Shares  issued to the
Holder.

         9. Reserved Shares. The Company warrants that there have been reserved,
and covenants  that at all times it shall keep  reserved,  out of the authorized
and unissued  Common  Shares,  a number of shares  sufficient to provide for the
exercise of the rights of conversion represented by this Note.

                      [Signature appears on the next page]





<PAGE>


         IN WITNESS  WHEREOF,  this Note has been  executed  and  delivered as a
sealed   instrument  on  the  date  first  above  written  by  duly   authorized
representatives of the Company.

                           657865 B.C. Ltd.


                           By:______/s/ __Trevor Newton_________________________
                                    Name: Trevor Newton
                                    Title: President





                   ADDRESS OF HOLDER FOR NOTICES AND PAYMENT:

                             34595 3rd Avenue, #101
                            Abbotsford, B.C., Canada