x


    Exhibit
      10.1

    
 

    PURCHASE
      AND SALE AGREEMENT

    
      
        

      

    

    


    THIS
      AGREEMENT
      is made
      this 30th
      day of
      September 2005.

    


    BETWEEN:

    


    
      	 	 	
              EDWARD
                CLUNN

            


    

    
      	 	 	
              12236
                McMyn Avenue

            


    

    
      	 	 	
              Pitt
                Meadows, BC V3Y 1C8

            


    

    (the
      “Vendor”)

    AND:

    


    
      	 	 	
              INFOTEC
                BUSINESS STRATEGIES INC.

            


    

    
      	 	 	
              #150
                - 1152 Mainland Street

            


    

    
      	 	 	
              Vancouver,
                BC V6B 2X4

            


    

    (the
      “Purchaser”)

    AND:

    


    
      	 	 	
              INFOTEC
                BUSINESS SYSTEMS, INC.

            


    

    
      	 	 	
              50
                West Liberty Street, Suite 880

            


    

    
      	 	 	
              Reno,
                Nevada 89501

            


    

    (the
      “Coven tor”)

    


    BACKGROUND

    


    
      	
              A.

            	
              The
                Vendor carries on the business of filming and editing of video and
                digital
                media (the
                “Vendor’s Business”).

            


    

    


    
      	
              B.

            	
              The
                Vendor has agreed to sell, and the Purchaser has agreed to purchase,
                subject to certain exceptions listed in this Agreement, all the property,
                assets and undertaking of the Vendor’s Business, as a going concern, on
                the terms and subject to the conditions provided in this
                Agreement.

            


    

    


    
      	
              C.

            	
              The
                Coven tor is the sole shareholder of the Purchaser, and has become
                party
                to this Agreement for the purpose of jointly and severally covenanting
                with the Purchaser to pay the purchase price to the Vendor in the
                manner
                provided in this Agreement.

            


    

    


    
      	
              D.

            	
              It
                is the intention of the parties hereto that: (i) this Agreement shall
                formalize the terms and conditions of an agreement reached between
                the
                parties on September 12, 2005; (ii) Purchaser shall all rights and
                interest in and to the Vendor's business in exchange solely for shares
                of
                Infotec's Common Stock, set forth below, (the "Exchange"); (iii)
                the
                Vendor, at his discretion be able to effect the purchase and sale
                to the
                Purchaser in a tax free exchange, and if and as when requested by
                the
                Vendor, for the Purchaser to make a joint election with the Vendor
                in
                accordance with Section 85 of the Income Tax Act; and (iv) the Exchange
                shall qualify as a transaction in securities exempt from registration
                or
                qualification under the Securities Act of 1933, as amended, (the
                "Act")
                and under the applicable securities laws of the state or jurisdiction
                where the Vendor resides.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    TERMS
      OF AGREEMENT

    


    In
      consideration of the premises and the covenants, agreements, representations,
      warranties and payments contained in this Agreement, the parties agree with
      the
      others as follows:

    


    
      	
              1.

            	
              Purchase
                and Sale of Assets

            


    

    


    
      	
              1.1

            	
              Description
                of Assets

            


    

    


    Upon
      the
      terms and subject to the conditions of this Agreement, the Vendor agrees to
      sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase
      from the Vendor, as a going concern at closing, the undertaking and all the
      property and assets of the Vendor’s Business of every kind and description
      wherever situate (except as provided in section 1.2), including, without
      limiting the foregoing:

    


    
      	 	
              (a)

            	
              the
                leasehold property, interests in the leasehold property and the
                improvements, appurtenances and fixtures on the leasehold property
                (the
                “Leasehold Property”);

            


    

    


    
      	 	
              (b)

            	
              the
                machinery and equipment (the “Machinery and Equipment”) described in the
                Schedule of Machinery and
                Equipment.;

            


    

    


    
      	 	
              (c)

            	
              the
                benefit of all unfilled orders received by the Vendor in connection
                with
                the Vendor’s Business, and all other contracts, engagements or
                commitments, whether written or oral, to which the Vendor is entitled
                in
                connection with the Vendor’s Business (the “Material Contracts”), and in
                particular all right, title and interest of the Vendor in, to and
                under
                the material agreements and
                contracts;

            


    

    


    
      	 	
              (d)

            	
              all
                right and interest of the Vendor to all registered and unregistered
                trademarks, trade or brand names, copyrights, designs, restrictive
                covenants and other industrial or intellectual property used in connection
                with the Vendor’s Business (the “Intangible Property”), including, without
                limitation, the intangible
                property;

            


    

    


    
      	 	
              (e)

            	
              the
                prepaid expenses (the “Prepaids”);
                and

            


    

    


    
      	 	
              (f)

            	
              the
                goodwill of the Vendor’s Business and the right of the Purchaser to
                represent itself as carrying on the Vendor’s Business in continuation of
                and in succession to the Vendor and the right to use the name “Stream
                Horizon Media” or any variation thereof as part of or in connection with
                the Vendor’s Business (the
“Goodwill”);

            


    

    


    all
      of
      which are collectively called the “Assets”.

    


    
      	
              1.2

            	
              Exclusions

            


    

    


    Cash
      on
      hand or on deposit, all accounts and amounts receivable and all other current
      assets except and unless specifically set out in section 1.1 shall be
      specifically excluded from the purchase and sale in this Agreement, and from
      the
      Assets. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              2.

            	
              Purchase
                Price, Payment and
                Exchange

            


    

    


    
      	
              2.1.

            	
              Purchase
                Price

            


    

    


    The
      purchase price payable by the Purchaser to the Vendor for the Assets will be
      the
      fair market value of the Assets as at the Closing Date. Subject to any
      adjustment pursuant to other sections of this Agreement, the fair market value
      of the Vendor's Business as at the Closing Date and allocations of fair market
      value to the Assets are as set out in Schedule II.

    


    
      	
              2.2.

            	
              Payment
                of the Purchase Price

            


    

    


    The
      purchase price shall be paid and satisfied in full by the Purchaser allotting
      and issuing to the Vendor as set forth in Schedule II, 5,000,000 Class A
      Non-Voting Preferred shares in the capital stock of the Purchaser having no
      par
      value (the “Preferred Shares”) so that the aggregate redemption price of the
      shares so issued to the Vendor is equal to the purchase price. (For the purpose
      of this Agreement, each person listed in Schedule II, as an allottee of the
      Preferred Shares shall be referred to as a “Shareholder” and together such
      Shareholders are collectively referred to as the “Shareholders”). A
      Shareholder's allocation from the Preferred Shares as set out in Schedule II
      shall be referred to as the “Shareholder's Preferred Shares”)

    


    
      	
              2.3

            	
              Coven
                tor Exchange

            


    

    


    Upon
      the
      terms and subject to the conditions of this Agreement, the Vendor agrees to
      sell, assign and transfer to the Coven tor, and the Coven tor agrees to purchase
      from the Vendor, the Preferred Shares, on the Closing Date (as hereinafter
      defined), for an aggregate 5,000,000 shares of Infotec's Common Stock, $0.001
      par value (the "Infotec Shares") as set forth in Schedule II on an undiluted
      basis. The number of shares of the Preferred Stock allocated to each Shareholder
      and the number of Infotec Shares which the Shareholder will be entitled to
      receive in the Exchange (the “Shareholder's Infotec Shares”) is set forth in
      Schedule II.

    


    
      	
              2.4.

            	
              Election
                for Rollover

            


    

    


    Where
      a
      Shareholder executes the form of escrow agreement attached hereto as Exhibit
      A
      (the “Escrow”) before the time of the closing set out in section 12.1 (hereafter
      referred to as an “Electing Shareholder”), the closing date for the purchase and
      sale of the Electing Shareholder's Shareholder's Preferred Shares pursuant
      to
      section 2.3 shall be determined in accordance with the terms and conditions
      of
      the Escrow as follows:

    


    
      	 	
              (a)

            	
              on
                the Closing Date, the Coven tor shall issue the Infotec Shares in
                the name
                of the Electing Shareholders, subject to the Escrow with its attorney
                or
                such attorney it, at its sole discretion shall appoint as the escrow
                agent
                (the “Escrow Agent”); 

            


    

    


    
      	 	
              (b)

            	
              on
                the Closing Date, the Electing Shareholders will deliver to the Escrow
                Agent, the certificates representing their Shareholder's Preferred
                Shares,
                duly endorsed (or with executed stock powers) so as to make the Coven
                tor
                the sole owner thereof upon
                exchange;

            


    

    


    
      	 	
              (c)

            	
              at
                such time as each Electing Shareholder shall determine after the
                Closing
                Date, the Electing Shareholder may exchange their Shareholder's Preferred
                Shares for the Infotec Shares provided however that any such exchange
                shall be accompanied by a letter from the Electing Shareholder, requesting
                exchange pursuant to this section 2.4 and that the number of shares
                of the
                Infotec Shares shall be issued to the Electing Shareholder shall
                be that
                portion of the Infotec Shares that the number of the Shareholder's
                Preferred Shares exchanged pursuant to this paragraph 2.2(c) is of
                the
                number of the Shareholder's Preferred Shares issued to the Electing
                Shareholder pursuant to this Agreement (the “Exchanged Infotec Shares”);
                and

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 	
              (d)

            	
              where
                the Electing Stockholder has complied with the terms of this section
                2.4,
                the Exchanged Infotec Shares shall be released and removed from Escrow
                and
                delivered forthwith to him in his name and the such portion of the
                Shareholder's Preferred Shares are are exchanged therefor, shall
                be
                released and removed from Escrow and delivered to the Coven tor in
                its
                name.

            


    

    


    
      	
              3.

            	
              Income
                Tax Elections and Escrow

            


    

    


    
      	
              3.1.

            	
              Income
                Tax Elections

            


    

    


    The
      Vendor and the Purchaser will elect, if and when the Vendor shall so request,
      to
      the extent that the purchase price of any of the Assets, is greater than the
      Cost Amount (as set out in Schedule II) of that Asset in the prescribed manner
      and within the prescribed time pursuant to the provisions of Section 85 of
      the
      Income Tax Act, to effect the transfer of all such Assets at an Agreed Amount
      (as set out in Schedule II) equal to the best estimate of the Cost Amount of
      the
      these Assets or such other amounts as the parties may agree as set forth in
      Schedule II and, if applicable, to the relevant election form.

    


    
      	
              3.2

            	
              Adjustment
                of Agreed Amount

            


    

    


    The
      Vendor and Purchaser hereby declare that the estimate of the purchase price
      set
      forth in Schedule II has been chosen since it is the intent of the Vendor and
      the Purchaser that the sale take place at fair market value determined in a
      fair
      and reasonable manner, and that no gift or other monetary benefit be conferred
      by one of them upon any other person by virtue of the purchase and sale of
      the
      Assets. It is further understood and agreed that for the purposes of the Income
      Tax Act the Assets are to be transferred for proceeds of disposition equal
      to
      their respective Cost Amount at the time of the purchase and sale. In the event
      that any taxing authority having jurisdiction alleges that the deemed proceeds
      of disposition or the Cost Amount of any Asset under Section 85 of the Income
      Tax Act is different that the elected amount of the Cost Amount disclosed in
      the
      election referred to in section 3.1, the Vendor and the Purchaser shall file
      an
      amended Section 85 election in which the elected amount for the purchased Share
      will be the amount the parties shall decide upon in consultation with the taxing
      authority so as to ensure the aggregate capital gains are less than or equal
      to
      the capital gains in excess of the Cost Amount. The redemption amount of the
      Preferred Shares shall be adjusted accordingly.

    


    
      	
              4.

            	
              Liabilities

            


    

    


    
      	
              4.1

            	
              Exclusions

            


    

    


    The
      Vendor agrees that it is solely responsible for all direct or indirect
      indebtedness, liability, claim, loss, damage, deficiency, obligation or
      responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
      secured or unsecured, accrued or absolute, contingent or otherwise of the
      Vendor's Business, including, without limitation, any liability on account
      of
      taxes, any other governmental charge or lawsuit (all of the foregoing
      collectively defined as the "Liabilities").

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              4.2

            	
              Other
                Obligations

            


    

    


    On
      and
      after closing the Purchaser shall assume, perform and discharge all obligations
      arising after closing under the Material Contracts (except as provided in
      section 4.3) and all other contracts, commitments or engagements which are
      entered into by the Vendor between the date of this Agreement and closing in
      the
      ordinary course of the Vendor’s Business and which are not prohibited by this
      Agreement or are consented to in writing by the Purchaser, and the Purchaser
      shall indemnify and save the Vendor harmless from all claims, demands, suits
      and
      actions under the Material Contracts in respect of events after
      closing.

    


    
      	
              4.3

            	
              Exclusions

            


    

    


    There
      will be specifically excluded from the Material Contracts and other contracts,
      commitments and engagements assumed by the Purchaser, the
      following:

    


    
      	 	
              (a)

            	
              ___n/a__________________;
                and

            


    

    


    
      	 	
              (b)

            	
              ___n/a___________________.

            


    

     

    
      	5.	
              Representations
                and Warranties of the
                Vendor

            


    

    


    The
      Vendor represents and warrants to the Purchaser as follows, with the intent
      that
      the Purchaser will rely on these representations and warranties in entering
      into
      this Agreement, and in concluding the purchase and sale contemplated by this
      Agreement.

    


    
      	
              5.1

            	
              Capacity
                to Sell

            


    

    


    The
      Vendor is an individual residing in the province of British Columbia, and has
      the power and capacity to own and dispose of the Assets and to carry on the
      Vendor’s Business as now being conducted by it, and to enter into this Agreement
      and carry out its terms to the full extent.

    


    
      	
              5.2

            	
              Authority
                to Sell

            


    

    


    The
      execution and delivery of this Agreement and the completion of the transaction
      contemplated by this Agreement have been duly and validly authorized by all
      necessary action on the part of the Vendor, and this Agreement constitutes
      a
      legal, valid and binding obligation of the Vendor enforceable against the Vendor
      in accordance with its terms except as may be limited by laws of general
      application affecting the rights of creditors.

    


    
      	
              5.3

            	
              Sale
                Will Not Cause Default

            


    

    


    Neither
      the execution and delivery of this Agreement nor the completion of the purchase
      and sale contemplated by this Agreement will:

    


    
      	 	
              (a)

            	
              give
                any person the right to terminate, cancel or remove any of the Assets,
                except to the extent that the consent of any third party is required
                to
                assign the Leasehold Property and the Material Contracts;
                or

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	 	
              (b)

            	
              result
                in any fees, duties, taxes, assessments or other amounts relating
                to any
                of the Assets becoming due or payable other than British Columbia
                Social
                Service Tax, if any, payable by the Purchaser in connection with
                the
                purchase and sale.

            


    

    


    
      	
              5.4

            	
              Assets

            


    

    


    The
      Vendor owns and possesses and has a good marketable title to the Assets free
      and
      clear of all mortgages, liens, charges, pledges, security interests,
      encumbrances and other claims except as incorporated in paragraph
      1.1(c).

    


    
      	
              5.5

            	
              Books
                and Records

            


    

    


    The
      books
      and records of the Vendor fairly and correctly set out and disclose in all
      material respects, in accordance with generally accepted accounting principles
      in Canada, the financial position of the Vendor and all material financial
      transactions of the Vendor relating to the Business have been accurately
      recorded in those books and records.

    


    
      	
              5.6

            	
              Financial
                Statements

            


    

    


    The
      management prepared financial statements (the “Statements”) of the Vendor for
      the six month period ended June 30, 2005, copies of which are attached as the
      Schedule of Financial Statements, have been prepared in accordance with
      generally accepted accounting principles in Canada applied on a basis consistent
      with those of previous fiscal years and present fairly and correctly the assets,
      liabilities (whether accrued, absolute, contingent or otherwise) and the
      financial condition of the Vendor as of the date of the balance sheet included
      in the Statements, and the sales and earnings of the operations of the Vendor
      during the period covered by the Statements.

    


    
      	
              5.7

            	
              Material
                Change

            


    

    


    Since
      the
      date of the balance sheet included in the Statements there has not
      been:

    


    
      	 	
              (a)

            	
              any
                material change in the financial condition of the Vendor’s Business, its
                liabilities or the Assets other than changes in the ordinary course
                of
                business, none of which has been materially
                adverse;

            


    

    


    
      	 	
              (b)

            	
              any
                damage, destruction, loss or other event (whether or not covered
                by
                insurance) materially and adversely affecting the Assets or the Vendor’s
                Business;

            


    

    


    
      	 	
              (c)

            	
              any
                material increase in the compensation payable or to become payable
                by the
                Vendor to any of its employees, contractors or agents or any bonus,
                payment or arrangement made to or with any of them, except increases
                agreed to in writing by the
                Purchaser.

            


    

    


    
      	
              5.8

            	
              Litigation

            


    

    


    There
      is
      no litigation or administrative or governmental proceeding or inquiry pending,
      or to the knowledge of the Vendor, threatened against or relating to the Vendor,
      the Vendor’s Business or any of the Assets, nor does the Vendor know of any
      reasonable basis for any such action, proceeding or inquiry.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              5.9

            	
              Conformity
                with Laws

            


    

    


    All
      governmental licenses and permits required for the conduct in the ordinary
      course of the operations of the Vendor’s Business and the uses to which the
      Assets have been put, have been obtained and are in good standing and such
      conduct and uses are not in breach of any order, decree, statute, by-law,
      regulation, covenant, restriction, plan or permit, including those regulating
      the discharge of materials into the environment and the storage, treatment
      and
      disposal of waste or otherwise relating to the protection of the environment
      and
      the health and safety of persons. For greater certainty, the Assets have not
      been used in a manner which does or will give rise to any obligation of
      restoration or removal or any liability for the costs of restoration or removal
      or for the payment of damages to any third party.

    


    
      	
              5.10

            	
              Terms
                of Employment

            


    

    


    The
      Vendor is not a party to any collective agreement relating to the Vendor’s
      Business with any labour union or other association of employees, and no part
      of
      the Vendor’s Business has been certified as a unit appropriate for collective
      bargaining.

    


    
      	
              5.11

            	
              Material
                Contracts

            


    

    


    The
      Schedule of Material Contracts contains a true and correct listing of each
      written or oral contract of the following types to be acquired or assumed by
      the
      Purchaser:

    


    
      	 	
              (a)

            	
              contracts
                or commitments out of the ordinary course of
                business;

            


    

    


    
      	 	
              (b)

            	
              contracts
                or commitments involving an obligation to pay in the aggregate $1,000
                or
                more or of a duration greater than one
                year;

            


    

    


    
      	 	
              (c)

            	
              contracts
                or commitments affecting ownership of, or title to, or any interest
                in
                real estate or in personal
                property;

            


    

    


    
      	 	
              (d)

            	
              contracts
                or commitments in respect of the Intangible
                Property;

            


    

    


    
      	 	
              (e)

            	
              except
                as required by statute or regulation, contracts or commitments in
                respect
                of bonuses, incentive compensation, pensions, group insurance or
                employee
                welfare plans, all of which are fully funded as determined by an
                independent and reputable firm of actuaries employed by the
                Vendor;

            


    

    


    
      	 	
              (f)

            	
              employment
                contracts or commitments other than unwritten employment contracts
                of
                indefinite duration entered into in the ordinary course of the Vendor’s
                Business.

            


    

    


    
      	
              5.12

            	
              No
                Defaults

            


    

    


    Except
      as
      otherwise expressly disclosed in this Agreement or in any Schedule to this
      Agreement there has not been any default in any obligation to be performed
      under
      any Material Contract, each of which is in good standing and in full force
      and
      effect, unamended, except as set forth in the Schedule of Material
      Contracts.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
              5.13

            	
              Accuracy
                of Representations

            


    

    


    No
      certificate furnished by or on behalf of the Vendor to the Purchaser at closing
      in respect of the representations, warranties or covenants of the Vendor will
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements contained in the certificate not
      misleading.

    


    
      	
              5.14

            	
              Canadian
                Resident

            


    

    


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

    


    
      	
              6.

            	
              Covenants
                of the Vendor

            


    

    


    
      	
              6.1

            	
              Conduct
                of Business

            


    

    


    Until
      closing, the Vendor shall conduct the Vendor’s Business diligently and only in
      the ordinary course and will use its best efforts to preserve the Assets intact,
      to keep available to the Purchaser its present employees and to preserve for
      the
      Purchaser its relationship with its suppliers, customers and others having
      business relations with it.

    


    
      	
              6.2

            	
              Access
                by Purchaser

            


    

    


    The
      Vendor shall give to the Purchaser and Purchaser’s counsel, accountants and
      other representatives full access, during normal business hours throughout
      the
      period prior to closing, to all of the properties, books, contracts, commitments
      and records of the Vendor relating to the Vendor’s Business and the Assets, and
      shall furnish to the Purchaser during that period all such information as the
      Purchaser may reasonably request.

    


    
      	
              6.3

            	
              Insurance

            


    

    


    From
      the
      date of this Agreement until closing, the Vendor shall maintain in full force
      and effect the policies of insurance more particularly described in the Schedule
      of Insurance in respect of the Assets and shall forthwith cause the Purchaser
      to
      be added as a named insured under all such policies and to remain as a named
      insured until closing.

    


    
      	
              6.4

            	
              Procure
                Consents

            


    

    


    The
      Vendor shall diligently take all reasonable steps required to obtain, before
      closing, all consents to the assignments of the Leasehold Properties, the
      Material Contracts and any other of the Assets for which a consent is
      required.

    


    
      	
              6.5

            	
              Covenant
                of Indemnity

            


    

    


    The
      Vendor shall indemnify and hold harmless the Purchaser and Coven tor,
      individually and jointly, from and against:

    


    
      	 	
              (a)

            	
              any
                and all liabilities, whether accrued, absolute, contingent or otherwise,
                existing at closing and which are not agreed to be assumed by the
                Purchaser under this Agreement;

            


    

    


    
      	 	
              (b)

            	
              any
                and all damage or deficiencies resulting from any misrepresentation,
                breach of warranty or non-fulfillment of any covenant on the part
                of the
                Vendor under this Agreement or from any misrepresentation in or omission
                from any certificate or other instrument furnished or to be furnished
                to
                the Purchaser under this Agreement;
                and

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              any
                and all claims, actions, suits, demands, costs and legal and other
                expenses incident to any of the
                foregoing.

            


    

    


    
      	
              7.

            	
              Representations
                and Warranties of the
                Purchaser

            


    

    


    The
      Purchaser represents and warrants to the Vendor as follows, with the intent
      that
      the Vendor will rely on these representations and warranties in entering into
      this Agreement, and in concluding the purchase and sale contemplated by this
      Agreement.

    


    
      	
              7.1

            	
              Status
                of Purchaser and Coven tor

            


    

    


    The
      Purchaser is a corporation duly incorporated, validly existing and in good
      standing under the British Columbia Company
      Act,
      has the
      power and capacity to enter into this Agreement and carry out its terms. The
      Coven tor is a corporation duly incorporated, validly existing and in good
      standing under the laws of the state of Nevada, has the power and capacity
      to
      enter into this Agreement and carry out its terms.

    


    
      	
              7.2

            	
              Authority
                to Purchase and Exchange

            


    

    


    The
      execution and delivery of this Agreement and the completion of the transaction
      contemplated by this Agreement have been duly and validly authorized by all
      necessary corporate action on the part of the Purchaser and Coven tor, and
      this
      Agreement constitutes a legal, valid and binding obligation of the Purchaser
      and
      Coven tor enforceable against the Purchaser and Coven tor in accordance with
      its
      terms except as limited by laws of general application affecting the rights
      of
      creditors.

    


    
      	
              8.

            	
              Covenants
                of the Purchaser

            


    

    


    
      	
              8.1

            	
              Offer
                Employment

            


    

    


    The
      Purchaser covenants with the Vendor to offer employment at closing on terms
      and
      conditions then in effect to all employees of the Vendor then employed in
      connection with the Vendor’s Business.

    


    
      	
              8.2

            	
              Social
                Services Tax

            


    

    


    The
      Purchaser will be liable for and shall pay all provincial sales taxes and
      registration charges and transfer fees properly payable upon and in connection
      with the sale and transfer of the Assets by the Vendor to the Purchaser.


    


    
      	
              8.3

            	
              Consents

            


    

    


    The
      Purchaser shall at the request of the Vendor execute and deliver such
      applications for consent and such assumption agreements, and provide such
      information as may be necessary to obtain the consents referred to in
      section 6.6 and will assist and co-operate with the Vendor in obtaining the
      consents.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              9.

            	
              Survival
                of Representations, Warranties and
                Covenants

            


    

    


    
      	
              9.1

            	
              Vendor’s
                Representations, Warranties and
                Covenants

            


    

    


    All
      statements contained in any certificate or other instrument delivered by or
      on
      behalf of the Vendor under this Agreement or in connection with the transaction
      contemplated by this Agreement shall be deemed to be representations and
      warranties by the Vendor. All representations, warranties, covenants and
      agreements made by the Vendor in this Agreement or under this Agreement shall,
      unless otherwise expressly stated, survive closing and any investigation at
      any
      time made by or on behalf of the Purchaser, subject to section 9.2, and
      shall continue in full force and effect for the benefit of the
      Purchaser.

    


    
      	
              9.2

            	
              Limitation
                on Vendor’s Indemnity

            


    

    


    No
      claim
      by the Purchaser under the covenant of indemnity contained in section 6.5
      or for damages or other relief in respect of misrepresentation or breach of
      warranty, covenant or agreement by the Vendor under this Agreement will be
      valid
      unless:

    


    
      	 	
              (a)

            	
              written
                notice of the claim is given by the Purchaser to the Vendor before
                the
                expiration of 30 months after closing;
                and

            


    

    


    
      	 	
              (b)

            	
              the
                aggregate amount of all such claims exceeds
                $1,000.

            


    

    


    
      	
              9.3

            	
              Purchaser’s
                Representations, Warranties and
                Covenants

            


    

    


    All
      representations, warranties, covenants and agreements made by the Purchaser
      in
      this Agreement or under this Agreement shall, unless otherwise expressly stated,
      survive closing and any investigation at any time made by or on behalf of the
      Vendor, and shall continue in full force and effect for the benefit of the
      Vendor.

    


    
      	
              10.

            	
              Conditions
                Precedent to the Obligations of the
                Purchaser

            


    

    


    All
      obligations of the Purchaser under this Agreement are subject to the fulfillment
      at or before closing of the following conditions:

    


    
      	
              10.1

            	
              Vendor’s
                Representations and
                Warranties

            


    

    


    The
      Vendor’s representations and warranties contained in this Agreement and in any
      certificate or document delivered under this Agreement or in connection with
      the
      transactions contemplated by this Agreement will be true at and as of closing
      as
      if such representations and warranties were made at and as of such
      time.

    


    
      	
              10.2

            	
              Vendor’s
                Covenants

            


    

    


    The
      Vendor will have performed and complied with all agreements, covenants and
      conditions required by this Agreement to be performed or complied with by it
      before or at closing.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              10.3

            	
              Consents

            


    

    


    The
      Purchaser will have received duly executed copies of the consents or approvals
      referred to in section 6.4.

    


    The
      foregoing conditions are for the exclusive benefit of the Purchaser and any
      such
      condition may be waived in whole or in part by the Purchaser at or before
      closing by delivering to the Vendor a written waiver to that effect signed
      by
      the Purchaser.

    


    
      	
              11.

            	
              Conditions
                Precedent to the Obligations of the
                Vendor

            


    

    


    All
      objections of the Vendor under this Agreement are subject to the fulfillment,
      before or at closing, of the following conditions:

    


    
      	
              11.1

            	
              Purchaser’s
                Representations and
                Warranties

            


    

    


    The
      Purchaser’s representations and warranties contained in this Agreement will be
      true at and as of closing as though such representations and warranties were
      made as of such time.

    


    
      	
              11.2

            	
              Purchaser’s
                Covenants

            


    

    


    The
      Purchaser will have performed and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by it
      at
      or before closing.

    


    Each
      of
      the foregoing conditions is for the exclusive benefit of the Vendor and any
      such
      condition may be waived in whole or part by the Vendor at or before closing
      by
      delivering to the Purchaser a written waiver to that effect signed by the
      Vendor.

    


    
      	
              12.

            	
              Closing

            


    

    


    
      	
              12.1

            	
              Time
                of Closing

            


    

    


    Subject
      to the terms and conditions of this Agreement, the purchase and sale of the
      Assets will be completed at a closing to be held at 11:00 a.m., local time
      in
      Vancouver, on the 30th
      day of
      September 2005 or at such other time and date agreed upon in writing between
      the
      parties (the “Closing Date” or “Time Of Closing”).

    


    
      	
              12.2

            	
              Place
                of Closing

            


    

    


    The
      closing shall take place at the offices of the Vendor.

    


    
      	
              12.3

            	
              Documents
                to be Delivered by the
                Vendor

            


    

    


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

    


    
      	 	
              (a)

            	
              all
                deeds of conveyance, bills of sale, transfer and assignments, in
                form and
                content satisfactory to the Purchaser’s counsel, appropriate to
                effectively vest a good and marketable title to the Assets in the
                Purchaser to the extent contemplated by this Agreement, and immediately
                registrable in all places where registration of such instruments
                is
                required; and

            


    

    


    
      	 	
              (b)

            	
              possession
                of the Assets.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              12.4

            	
              Documents
                to be Delivered by the
                Purchaser

            


    

    


    At
      the
      closing the Purchaser will deliver or cause to be delivered:

    


    
      	 	
              (a)

            	
              the
                Preferred Shares; and

            


    

    


    
      	 	
              (b)

            	
              after
                the Exchange, the Infotec Shares.

            


    

    


    
      	
              13.

            	
              Risk
                of Loss

            


    

    


    From
      the
      date of this Agreement to closing, the Assets will be and remain at the risk
      of
      the Vendor. If any of the Assets are lost, damaged or destroyed before closing,
      the Purchaser may, in lieu of terminating this Agreement under Article 10,
      elect
      by notice in writing to the Vendor to complete the purchase to the extent
      possible without reduction of the purchase price, in which event all proceeds
      of
      any insurance or compensation in respect of such loss, damage or destruction
      will be payable to the Purchaser and all right and claim of the Vendor to any
      such amounts not paid by closing will be assigned to the Purchaser.

    


    
      	
              14.

            	
              Uncollected
                Receivables

            


    

    


    The
      Purchaser is not responsible for uncollected accounts or amounts
      receivable.

    


    
      	
              15.

            	
              Further
                Assurances

            


    

    


    The
      parties will execute such further and other documents and do such further and
      other things as may be necessary to carry out and give effect to the intent
      of
      this Agreement.

    


    
      	
              16.

            	
              Set-Off

            


    

    


    If,
      under
      this Agreement or any document delivered under this Agreement, the Vendor
      becomes obligated to pay any sum of money to the Purchaser, then such sum may
      at
      the election of the Purchaser, and without limiting or waiving any right or
      remedy for the Purchaser under this Agreement, be set off against and will
      apply
      to any sum of money or security owed by the Purchaser to the Vendor until such
      amount has been completely set off.

    


    
      	
              17.

            	
              Accounting
                Principles

            


    

    


    Wherever
      in this Agreement reference is made to a calculation to be made in accordance
      with generally accepted accounting principles, such reference shall be deemed
      to
      be to the generally accepted accounting principles from time to time approved
      by
      the Canadian Institute of Chartered Accountants, or any successor institute,
      applicable as at the date on which such calculation is made or required to
      be
      made in accordance with generally accepted accounting principles applied on
      a
      basis consistent with prior years.

    


    
      	
              18.

            	
              Notice

            


    

    


    All
      notices required or permitted to be given under this Agreement will be in
      writing and personally delivered to the address of the intended recipient set
      forth on the first page of this Agreement or at such other address as may from
      time to time be notified by any of the parties in the manner provided in this
      Agreement.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
              19.

            	
              Entire
                Agreement

            


    

    


    This
      Agreement constitutes the entire agreement between the parties and there are
      no
      representations or warranties, express or implied, statutory or otherwise and
      no
      collateral agreements other than as expressly set forth or referred to in this
      Agreement.

    


    
      	
              20.

            	
              Assignment

            


    

    


    This
      Agreement may not be assigned by any party without the prior written consent
      of
      the other party, which consent may be arbitrarily withheld.

    


    
      	
              21.

            	
              Time
                of the Essence

            


    

    


    Time
      will
      be the essence of this Agreement.

    


    
      	
              22.

            	
              Applicable
                Law

            


    

    


    This
      Agreement will be governed by and interpreted in accordance with the laws of
      British Columbia.

    


    
      	
              23.

            	
              Successors
                and Assigns

            


    

    


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

    


    
      	
              24.

            	
              Headings

            


    

    


    The
      headings appearing in this Agreement are inserted for convenience of reference
      only and will not affect the interpretation of this Agreement.

    


    AS
      EVIDENCE OF THEIR AGREEMENT the parties have executed this Agreement as of
      the
      day and year first above written.

    


     

    The
      Purchaser

    


    


    _/s/
      Carol Shaw ___________

    By:_Carol
      Shaw___________

    Its:_President____________

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    The
      Vendor

    


    


    __/s/
      Edward Clunn_____

    By:_Edward
      Clunn_________

    Its:______________________

    


    The
      Coventor

    


    _/s/
      Carol Shaw ___________

    By:_Carol
      Shaw___________

    Its:_President____________

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


    Schedule
      I

    


    Allocation
      of Shares

    


     

     

    

      
        	
                Shareholder

                Name

              	 	
                Shareholder's

                Preferred

                Shares

              	 	
                Shareholder's

                Infotec

                Shares

              
	 	 	 	 	 
	
                Edward
                  Clunn

              	 	
                2,000,000

              	 	
                2,000,000

              
	 	 	 	 	 
	
                Trevor
                  Clunn

              	 	
                400,000

              	 	
                500,000

              
	 	 	 	 	 
	
                Victor
                  Clunn

              	 	
                250,000

              	 	
                250,000

              
	 	 	 	 	 
	
                Cathy
                  Shaw

              	 	
                250,000

              	 	
                250,000

              
	 	 	 	 	 
	
                Karl
                  Marek

              	 	
                666,667

              	 	
                666,667

              
	 	 	 	 	 
	
                Joe
                  Udzenija

              	 	
                666,667

              	 	
                666,667

              
	 	 	 	 	 
	
                Javan
                  King

              	 	
                666,666

              	 	
                666,666

              
	 	 	 	 	 
	
                Jon
                  Blake

              	 	
                100,000

              	 	
                100,000

              
	 	 	 	 	 
	
                Total
                  Shares

              	 	
                5,000,000

              	 	
                5,000,000

              


      

    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      II

    


    Allocation
      of Amounts

    


    


    The
      purchase price payable by the Purchaser to the Vendor for the Assets will be
      the
      fair market value of the Assets as the Closing Date. Subject to any adjustment
      pursuant to other sections of this Agreement, the fair market value of the
      Shares as at the Closing Date shall be deemed to be $872,025 in aggregate,
      allocated as follows:

     

    

      
        	Property	 	 	
                Fair

                Market

                Value 

              	 	 	
                Cost

                Amount 

              	 	 	
                Agreed

                Amount 

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Leasehold
                  Property

              	 	
                $

              	
                32,222

              	 	
                $

              	
                32,222

              	 	
                $

              	
                32,222

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Machinery
                  & Equipment

              	 	 	
                56,890

              	 	 	
                56,890

              	 	 	
                89,112

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                
                  Intangible
                    Property and Material Contracts

                

              	 	 	
                1,000

              	 	 	
                1

              	 	 	
                1

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Goodwill
                  

              	 	 	
                781,913

              	 	 	
                1

              	 	 	
                1

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Total

              	 	
                $

              	
                872,025

              	 	
                $

              	
                89,114

              	 	
                $

              	
                89,114